Total Voting Rights

Rolls-Royce Holdings plc ("the Company")

1 February 2012

Voting Rights and Capital

In accordance with DTR 5.6.1 of the FSA's Disclosure and Transparency Rules
(DTR), the Company is required to notify the market of its total number of
voting rights and capital as at the the end of each calendar month.

The issued share capital of the Company is comprised of the following:-

1,872,243,690 ordinary shares of 20p each with voting rights.

1 Special Rights non- voting share of £1 with no voting rights.

7,191,522,919 non-cumulative redeemable preference shares of 0.1p each (C
Shares) with no voting rights except at any general meeting at which a
resolution to wind up the Company is to be considered in which case the holders
of C Shares shall have the right to attend the general meeting and shall be
entitled to speak and vote only on such resolution.

None of the ordinary shares or C Shares are held in Treasury.

Therefore, the total voting rights in the Company is 1,872,243,690 and may be
used by shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FSA's Disclosure and Transparency
Rules.

Name of contact and telephone number for queries:

Paul Davies, Acting Company Secretary: [phone]

Fax number for notifications [phone]

Email notifications: [e-mail] and
[e-mail]