Scheme Effective Date

NEWS RELEASE
23 May 2011

ROLLS-ROYCE GROUP PLC
SCHEME EFFECTIVE DATE

Rolls-Royce Group plc (the "Company") announces that the orders of the Court sanctioning the scheme of arrangement
under Part 26 of the Companies Act 2006 pursuant to which Rolls-Royce Holdings plc was introduced as the new group holding company and confirming the associated reduction of capital of the Company (the "Scheme") have been delivered
to the Registrar of Companies today. The Scheme is therefore effective today, as a result of which the total issued ordinary capital of the Company is 1,872,188,709 ordinary shares of 20p each. The last day of dealings in the 
Company's ordinary shares was 20 May 2011. Admission of the Rolls-Royce Holdings Ordinary Shares to the premium
segment of the Official List of the UK Listing Authority and the commencement of dealings in Rolls-Royce Holdings Ordinary Shares on the London Stock Exchange will occur today at 08.00 a.m. Unless otherwise stated, defined terms in this announcement have the same meaning as in the circular dated 22 March 2011 relating to the Scheme.

Timetable

The expected timetable of remaining key events is provided below. 

Monday 23 May 2011  Scheme Effective Date 
8:00 a.m. Monday 23 May 2011  Admission and listing of Rolls-Royce Holdings Ordinary Shares, crediting of Rolls-Royce Holdings Ordinary Shares to CREST accounts and commencement of dealings in Rolls-Royce Holdings Ordinary Shares on the London Stock Exchange
24 May 2011  Court hearing to confirm the Rolls-Royce Holdings Reduction of Capital
24 May 2011  Rolls-Royce Holdings Reduction of Capital becomes effective

Unless otherwise stated, all references to times in this document are to London time. These times and dates are indicative only. 

- Ends -


ENQUIRIES:

Paul Davies                         [phone]
Deputy Company Secretary