Result of AGM

ROLLS-ROYCE GROUP PLC (the 'Company')                     

                                 29 April 2010                                 

                              RESOLUTIONS PASSED                               

At the Annual General Meeting of the Company held on 28 April 2010 at the Queen
Elizabeth II Conference Centre London the following resolutions were passed as
special business. Resolutions 9 and 10 were passed as ordinary resolutions and
resolutions 11, 12, 13, 14 and 15 were passed as special resolutions.

                             ORDINARY RESOLUTIONS                              

Resolution 9 - Proposed allotment and issue of C Shares

That the directors be and are authorised:

a) on one or more occasions, to capitalise such sums as they may determine from
time to time but not exceeding the aggregate nominal sum of £350 million
standing to the credit of the Company's capital redemption reserve and/or such
other reserves as the Company may legally use in paying up in full at par, up
to 350 billion non-cumulative redeemable preference shares with a nominal value
of 0.1 pence each in the capital of the Company (C Shares) from time to time
having the rights and being subject to the restrictions contained in the
Articles of Association of the Company from time to time or any other terms and
conditions approved by the directors from time to time;

b) pursuant to Section 551 of the Companies Act 2006 (the Act), to exercise all
powers of the Company to allot and issue C Shares credited as fully paid up to
an aggregate nominal amount of £350 million to the holders of ordinary shares
of 20 pence each in the capital of the Company (ordinary shares) on the
register of members on any dates determined by the directors from time to time
and on the basis of the number of C Shares for every ordinary share held as may
be determined by the directors from time to time; and provided that the
authority conferred by this resolution shall expire at the end of the next
Annual General Meeting of the Company and so that such authority shall be
additional to, and without prejudice to, the unexercised portion of any
authorities and powers granted to the directors pursuant to Resolution 13
below, and any resolution passed prior to the date of passing of this
resolution;

c) to do all acts and things they may consider necessary or desirable to give
effect to this resolution and to satisfy any entitlement to C Shares howsoever
arising.

Resolution 10 - Political donations and expenditure

That the Company and any company which is or becomes a subsidiary of the
Company during the period to which this resolution is effective be and is
hereby authorised to:

a) make donations to political parties and/or independent election candidates;

b) make donations to political organisations other than political parties; and

c) incur political expenditure,

during the period commencing on the date of this resolution and ending on the
date of the Company's next Annual General Meeting, provided that in each case
any such donations and expenditure made by the Company or by any such
subsidiary shall not exceed £25,000 per company, and the aggregate of those
made by the Company and any such subsidiary shall not exceed £50,000. For the
purposes of this resolution, the terms `political donation', `political
parties', `independent election candidates', `political organisation' and
`political expenditure' have the meanings given by Part 14 of the Companies Act
2006.

                              SPECIAL RESOLUTIONS                              

Resolution 11 - Adoption of New Articles of Association

That with immediate effect, the amended Articles of Association of the Company
produced to the meeting and initialled by the Chairman for the purpose of
identification (the New Articles) be approved and adopted as the Articles of
Association of the Company, in substitution for the existing Articles of
Association (the Existing Articles).

Resolution 12 - Notice of general meetings

That a general meeting of the Company other than an Annual General Meeting may
be called on not less than 14 clear days' notice.

Resolution 13 - Authority to allot new shares

That the Section 551 amount as defined in Article 10(d) of the New Articles
shall be £123,607,451.

Resolution 14 - Disapplication of pre-emption rights

That, subject to the passing of Resolution 13, the Section 561 amount as
defined in Article 10(d) of the New Articles shall be £18,541,117.

Resolution 15 - Authority to purchase own shares

That the Company be and is generally and unconditionally authorised to make
market purchases (within the meaning of Section 693(4) of the Act) of its
ordinary shares, subject to the following conditions:

a) the maximum aggregate number of ordinary shares authorised to be purchased
is 185,411,177;

b) the minimum price (exclusive of expenses) which may be paid for an ordinary
share is 20 pence (being the nominal value of an ordinary share);

c) the maximum price (exclusive of expenses) which may be paid for each
ordinary share is the higher of:

(i) an amount equal to 105 per cent of the average of the middle market
quotations for the ordinary shares as derived from the London Stock Exchange
Daily Official List for the five business days immediately preceding the day on
which the share is contracted to be purchased; and

(ii) an amount equal to the higher of the price of the last independent trade
of an ordinary share and the highest current independent bid for an ordinary
share as derived from the London Stock Exchange Trading System;

d) this authority shall expire at the end of the next Annual General Meeting of
the Company or 15 months from the date of this resolution (whichever is the
earlier); and

e) a contract to purchase shares under this authority may be made prior to the
expiry of this authority, and concluded, in whole or in part, after the expiry
of this authority.

For further information please contact:

Mark Alflatt
Director of Financial Communications
Tel: [phone]
[e-mail]

Paul Davies
Deputy Company Secretary
Tel: [phone]
[e-mail]