Result of AGM

ROLLS-ROYCE GROUP PLC (the 'Company')                     
                                 30 APRIL 2009                                 

                              RESOLUTIONS PASSED                               

At the Annual General Meeting of the Company held on 30 April 2009 at the Queen
Elizabeth II Conference Centre London the following resolutions were passed as
special business. Resolutions 10 and 11 were passed as ordinary resolutions and
resolutions 12, 13 and 14 were passed as special resolutions.

                             ORDINARY RESOLUTIONS                              

Resolution 10 - 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 merger reserve, 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 (C Shares) from time to time having the
rights and being subject to the restrictions contained in the Articles of
Association of the Company or any other terms and conditions approved by the
directors from time to time;

b) pursuant to Section 80 of the Companies Act 1985 (as amended) to exercise
all powers of the Company to allot and distribute 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 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 12 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 11 - 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 12 - Authority to allot new shares
That the Section 80 amount as defined in Article 10(d) of the Company's
Articles of Association shall be £124,899,130.

Resolution 13 -Disapplication of pre-emption rights
That the Section 89 amount as defined in Article 10(d) of the Company's
Articles of Association shall be £18,734,869.

Resolution 14 - Authority to purchase own shares
That the Company be and is generally and unconditionally authorised to make
market purchases (within the meaning of Section 163(3) of the Companies Act
1985) of its ordinary shares of 20 pence each in the capital of the Company,
subject to the following conditions:

a) the maximum aggregate number of ordinary shares authorised to be purchased
is 185,137,887;

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 all London Stock Exchange Trading Systems;

d) this authority shall expire at the close of the Annual General Meeting of
the Company held in 2010 or 18months 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]