Notice of AGM

23 March 2011

Posting of Annual Report 2010 and Scheme circular

The Annual General Meeting (AGM) of Rolls-Royce Group plc will be held at
11.00am on Friday 6 May, 2011 at The Queen Elizabeth II Conference Centre,
Broad Sanctuary, Westminster, London SW1P 3EE. It will be followed at 11.30am,
or as soon thereafter as the AGM finishes, by a meeting of shareholders
convened pursuant to an order of the High Court (Court Meeting) to approve the
introduction to the Group of a new holding company by means of a Scheme of
Arrangement (Scheme). The Scheme circular contains full details of the Scheme
and includes formal notices for both the Annual General Meeting and the Court
Meeting.

The following documents have been posted or otherwise made available to
shareholders today in connection with the meetings:

Annual report 2010
Scheme circular
Scheme booklet
Proposed Articles of Association for Rolls-Royce Group plc marked up version
Proposed Articles of Association for Rolls-Royce Group plc clean copy as
amended
Proposed Articles of Association for Rolls-Royce Holdings plc
Specimen forms of proxy and admission card
Notification of the publication of the Annual report 2010
Prospectus - Rolls-Royce Holdings plc
Proposed rules of the Rolls-Royce plc Share Purchase Plan
Proposed rules of the Rolls-Royce plc UK ShareSave Plan 2011
Proposed rules of the Rolls-Royce plc International ShareSave Plan 2011

Copies of the above documents can be obtained from today at the Company's
registered office and on the Group's website at

                              www.rolls-royce.com                              

In addition, the documents will today be submitted to the National Storage
Mechanism and will be available for inspection at

                            www.Hemscott.com/nsm.do                            

For further information contact:

Paul Davies, Deputy Company Secretary: [phone]