Holding(s) in Company

Financial Services Authority

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES                                 
                                                                               
1. Identity of the issuer or the underlying        Rolls-Royce Group Plc       
issuer                                                                         
of existing shares to which voting rights                                      
are                                                                            
attached:                                                                      
                                                                               
2. Reason for the notification (please tick the appropriate box or boxes):     
                                                                               
An acquisition or disposal of voting rights                              Yes   
                                                                               
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       Legal & General Group Plc (L&G)     
the                                                                            
notification obligation:                                                       
                                                                               
4. Full name of shareholder(s)           Legal & General Assurance (Pensions   
(if different from 3.):                       Management) Limited (PMC)        
                                                                               
5. Date of the transaction and date               22 September 2009            
on                                                                             
which the threshold is crossed or                                              
reached:                                                                       
                                                                               
6. Date on which issuer notified:                 23 September 2009            
                                                                               
7. Threshold(s) that is/are crossed              From 4% - 3% (L&G)            
or                                                                             
reached:                                                                       

8. Notified details:                                                          
                                                                              
A: Voting rights attached to shares                                           
                                                                              
Class/type       Situation            Resulting situation after the triggering    
of               previous                          transaction                  
shares       to the triggering                                                
                transaction                                                   
                                                                              
if possible   Number   Number         Number      Number of voting     % of voting rights 
using           of       of           of shares       rights                          
the ISIN      Shares   Voting                                                 
CODE                   Rights                                                 
                                                                              

                                                  Direct    Indirect   Direct    Indirect                                
                                                                         
ORD       75,199,561 75,199,561      74,133,064 74,133,064     -        3.99        -
                                                                        
GBP 0.20                                                                
                                                                        
B: Qualifying Financial Instruments                                     
                                                                        
Resulting situation after the triggering transaction                    
                                                                        
Type of financial   Expiration Exercise/       Number of      % of      
instrument          date       Conversion      voting         voting    
                               Period          rights that    rights    
                                               may be                   
                                               acquired if              
                                               the                      
                                               instrument is            
                                               exercised/               
                                               converted.               
                                                                        
C: Financial Instruments with similar economic effect to Qualifying     
Financial Instruments                                                   
                                                                        
Resulting situation after the triggering transaction                    
                                                                        
Type of    Exercise  Expiration Exercise/   Number of       % of voting 
financial  price     date       Conversion  voting rights   rights      
instrument                      period      instrument                  
                                            refers to                   
                                                                        
                                                            Nominal Delta
                                                                        
Total (A+B+C)                                                           
                                                                        
Number of voting rights                  Percentage of voting rights    
                                                                        
               74,133,064                             3.99              

9. Chain of controlled undertakings                              
through which the voting rights and/or                           
the                                                              
financial instruments are effectively                            
held, if applicable:                                             
                                                                 
Legal & General Group Plc (Direct and                            
Indirect) (Group)                                                
                                                                 
Legal & General Investment Management                            
(Holdings) Limited (LGIMH) (Direct and                           
Indirect)                                                        
                                                                 
Legal & General Investment Management                            
Limited (Indirect) (LGIM)                                        
                                                                 
Legal & General Group Plc (Direct) (L&G)                         
(74,133,064 - 3.99 % = LGAS, LGPL & PMC)                         
                                                                 
Legal & General Investment Management                            
(Holdings) Limited (Direct) (LGIMHD)                             
(67,537,047 - 3.64 % = PMC)                                      
                                                                 
Legal & General Insurance Holdings                               
Limited (Direct) (LGIH)                                          
                                                                 
Legal & General Assurance (Pensions                              
Management) Limited (PMC) (67,537,047 -                          
3.64 % = PMC)                                                    
                                                                 
Legal & General Assurance Society Limited                        
(LGAS & LGPL)                                                    
                                                                 
Legal & General Pensions Limited (Direct)                        
(LGPL)                                                           
                                                                 
Proxy Voting:                                                    
                                                                 
10. Name of the proxy           N/A                              
holder:                                                          
                                                                 
11. Number of voting                           N/A               
rights proxy holder will                                         
cease                                                            
to hold:                                                         
                                                                 
12. Date on which proxy                        N/A               
holder will cease to hold                                        
voting rights:                                                   
                                                                 
                     Notification using                          
13. Additional        the total voting                           
information:          rights figure of                           
                        1,854,034,081                            
14. Contact name:                           Helen Lewis          
                                              (LGIM)             
15. Contact                                                 020  
telephone number:                                          3124  
                                                           3851