Holding(s) in Company

For filings with the FSA include the                                           
annex                                                                          
                                                                               
For filings with issuer exclude the                                            
annex                                                                          
                                                                               
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi                                
                                                                               
1. Identity of the issuer or the underlying        Rolls-Royce Group plc       
issuer                                                                         
of existing shares to which voting rights are                                                                    
attached: ii                                                                   
                                                                               
2 Reason for the notification (please tick the appropriate box or boxes):      
                                                                               
An acquisition or disposal of voting rights                   X                 
                                                                               
An acquisition or disposal of qualifying financial instruments which           
may result in the acquisition of shares already issued to which voting         
rights are attached                                                            
                                                                               
An acquisition or disposal of instruments with similar economic effect         
to qualifying financial instruments                                            
                                                                               
An event changing the breakdown of voting rights                               
                                                                               
Other (please                                                                  
specify):                                                                      
                                                                               
3. Full name of person(s) subject to               BlackRock Inc.              
the notification obligation: iii                                                   
                                                                               
4. Full name of shareholder(s)                                                 
(if different from 3.):iv                                                      
                                                                               
5. Date of the transaction and date              1st December 2009             
on                                                                             
which the threshold is crossed or                                              
reached: v                                                                     
                                                                               
6. Date on which issuer notified:                3rd December 2009             
                                                                               
7. Threshold(s) that is/are crossed                Gone above 5%               
or reached: vi, vii                                                               

8. Notified details:                                                               
                                                                                   
A: Voting rights attached to shares viii, ix                                       
                                                                                   
Class/type   Situation previous    Resulting situation after the triggering        
of           to the triggering     transaction                                     
shares       transaction                                                           
                                                                                   
             Number    Number      Number    Number of voting   % of voting rights 
if possible  of        of          of shares rights             x                  
using        Shares    Voting                                                      
the ISIN               Rights      Direct    Direct  Indirect   Direct    Indirect 
CODE                                         xi      xii                           
                                                                                   
GB0032836487    N/A        N/A        N/A      N/A   97,887,010    N/A      5.28%  
                                                                                   
B: Qualifying Financial Instruments                                                
                                                                                   
Resulting situation after the triggering transaction                               
                                                                                   
Type of financial Expiration Exercise/           Number of voting   % of voting    
instrument        date xiii  Conversion Period   rights that may be rights         
                             xiv                 acquired if the                   
                                                 instrument is                     
                                                 exercised/                        
                                                 converted.                        
                                                                                   
C: Financial Instruments with similar economic effect to Qualifying Financial      
Instruments xv, xvi                                                                
                                                                                   
Resulting situation after the triggering transaction                               
                                                                                   
Type of       Exercise Expiration Exercise/  Number of voting     % of voting      
financial     price    date xvii  Conversion rights instrument    rights xix, xx   
instrument                        period     refers to                             
                                  xviii                                                                                 
CFD           N/A      N/A        N/A        1,211,624            Nominal    Delta 
                                                                                   
                                                                  0.07%            
                                                                                   
Total (A+B+C)                                                                      
                                                                                   
Number of voting rights                 Percentage of voting rights                
                                                                                   
99,098,634                              5.34%                                      

9. Chain of controlled undertakings through which the voting rights and/or the 
financial instruments are effectively held, if applicable: xxi                 
                                                                               
BlackRock Investment Management (UK) Limited - 99,098,634 (5.34%)              
                                                                               
On 1 December 2009, the Barclays Global Investors (BGI) business was acquired  
by BlackRock, Inc. The combined holdings of BlackRock, Inc. following this     
acquisition triggered this disclosure requirement                              
                                                                               
Proxy Voting:                                                                  
                                                                               
10. Name of the proxy holder:                                                  
                                                                               
11. Number of voting rights proxy holder will                                  
cease                                                                          
to hold:                                                                       
                                                                               
12. Date on which proxy holder will cease to hold                              
voting rights:                                                                 
                                                                               
                                       BlackRock Compliance Disclosures        
13. Additional information:            Department                              
                                                                               
14. Contact name:                      Kai Chew                                
                                                                               
15. Contact telephone number:          [phone]; [e-mail]

Note: Annex should only be submitted to the FSA not the issuer                 
                                                                               
Annex: Notification of major interests in sharesxxii                           
                                                                               
A: Identity of the persons or legal entity subject to the notification         
obligation                                                                     
                                                                               
Full name                               BlackRock Inc                          
                                                                               
(including legal form of legal                                                 
entities)                                                                      
                                                                               
Contact address                         33 King William Street, London EC4R 9AS
                                                                               
(registered office for legal entities)                                         
                                                                               
Phone number & email                    [phone];                      
                                        [e-mail]                 
                                                                               
Other useful information                Kai Chew                               
                                                                               
(at least legal representative for                                             
legal persons)                                                                 
                                                                               
B: Identity of the notifier, if applicable                                     
                                                                               
Full name                                                                      
                                                                               
Contact address                                                                
                                                                               
Phone number & email                                                           
                                                                               
Other useful information                                                       
                                                                               
(e.g. functional relationship with the                                         
person or legal entity subject to the                                          
notification obligation)                                                       
                                                                               
C: Additional information                                                      
                                                                               
For notes on how to complete form TR-1 please see the FSA website.