Capital Reduction

NEWS RELEASE                                  

                                  24 May 2011                                  

                            ROLLS-ROYCE HOLDINGS plc                            

                     REDUCTION OF CAPITAL BECOMES EFFECTIVE                     

Rolls-Royce Holdings plc (the "Company") today received Court approval for the
reduction of the share capital of the Company, by reducing the nominal value of
each ordinary share in the capital of the Company from 150 pence to 20 pence.

The order of the Court was registered by the Registrar of Companies today and
the reduction of capital is therefore effective.

                                   - Ends -                                    

ENQUIRIES:

Paul Davies [phone]

Deputy Company Secretary