Compulsory redemption of C Shares

14 March 2011

ROLLS-ROYCE GROUP plc

Notice to all holders of C Shares in Rolls-Royce Group plc (the Company)

Compulsory redemption of C Shares of 0.1 pence each effective on 6 April 2011

On 10 February 2011, the Company announced its intention to introduce a new
holding company, Rolls-Royce Holdings plc, by way of a scheme of arrangement
(the Scheme). In order to simplify the transition to the new holding company,
the Board has decided to redeem all C Shares in issue in advance of the
implementation of the Scheme.

All C Shares in issue will be redeemed on 6 April 2011 at their nominal value
of 0.1 pence per share. The proceeds of redemption will be paid to those
shareholders whose names appear on the register of C Shares as at close of
business on 5 April 2011 together with a final C Share dividend accrued on the
C Shares from 1 January 2011 until 5 April 2011.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]