Result of AGM

ROLLS-ROYCE GROUP PLC                             
                    ANNUAL GENERAL MEETING 28TH APRIL 2010                     
                                FINAL POLL FIGURES

ORDINARY                     FOR           AGAINST         VOTES       % FOR   
RESOLUTIONS                                              WITHHELD              
                                                                               
RESOLUTION 1            1,219,813,715     1,395,581      1,353,983        99.78
REPORT &                                                                       
ACCOUNTS                                                                       
                                                                               
RESOLUTION 2            1,215,629,290     4,534,824      4,916,751        99.23
DIRECTORS'                                                                     
REMUNERATION                                                                   
                                                                               
RESOLUTION 3            1,191,446,472    32,429,105      1,204,795        97.25
RE-ELECT                                                                       
PETER BYROM                                                                    
                                                                               
RESOLUTION 4            1,219,329,133     4,780,624       971,956         99.53
RE-ELECT                                                                       
PETER GREGSON                                                                  
                                                                               
RESOLUTION 5            1,219,103,943     4,988,994       988,739         99.51
RE-ELECT                                                                       
HELEN ALEXANDER                                                                
                                                                               
RESOLUTION 6            1,207,682,160    16,415,421       983,777         98.58
RE-ELECT                                                                       
JOHN MCADAM                                                                    
                                                                               
RESOLUTION 7            1,213,719,986    10,409,837       951,820         99.07
RE-ELECT                                                                       
ANDREW SHILSTON                                                                
                                                                               
RESOLUTION 8            1,222,651,708     1,520,282       899,896         99.80
REAPPOINTMENT AND                                                              
REMUNERATION OF                                                                
AUDITORS                                                                       
                                                                               
RESOLUTION 9            1,221,500,596      709,536       2,826,577        99.71
ALLOTMENT AND ISSUE OF                                                         
C SHARES                                                                       
                                                                               
RESOLUTION 10           1,213,219,799     7,590,767      4,216,766        99.04
POLITICAL DONATIONS                                                            
AND EXPENDITURE                                                                

SPECIAL RESOLUTIONS           FOR          AGAINST         VOTES       % FOR   
                                                         WITHHELD              
                                                                               
RESOLUTION 11            1,221,037,392    2,636,599      1,389,407        99.67
ADOPT NEW ARTICLES OF                                                          
ASSOCIATION                                                                    
                                                                               
RESOLUTION 12            1,173,896,899    49,997,560     1,170,060        95.82
CALL GENERAL MEETING ON                                                        
NOT LESS THAN 14 DAYS                                                          
NOTICE                                                                         
                                                                               
RESOLUTION 13            1,210,422,040    13,602,198     1,046,983        98.80
ALLOTMENT OF SHARES -                                                          
SECTION 551 AMOUNT                                                             
                                                                               
RESOLUTION 14            1,214,623,475    6,773,191      3,662,645        99.15
DISAPPLICATION OF                                                              
PRE-EMPTION RIGHTS                                                             
- SECTION 561 AMOUNT                                                           
                                                                               
RESOLUTION 15            1,221,813,720    2,350,401       891,325         99.74
AUTHORITY TO PURCHASE                                                          
OWN SHARES                                                                     

Issued Share Capital 1,854,127,410

% of Issued Share Capital Voted 65.94%