AGM 2008 FINAL POLL COUNT

Rolls-Royce GROUP plc                             
                      ANNUAL GENERAL MEETING 7th MAY 2008                      
                              FINAL POLL FIGURES                               


ORDINARY                      FOR           AGAINST        VOTES          % FOR       
RESOLUTIONS                                               WITHHELD                
                                                                               
RESOLUTION 1             1,235,844,770     1,477,176     1,109,198        99.88
                                                                               
REPORT & ACCOUNTS                                                              
                                                                               
RESOLUTION 2             1,230,706,737     6,281,647     1,443,876        99.49
                                                                               
DIRECTORS'                                                                     
REMUNERATION REPORT                                                            
                                                                               
RESOLUTION 3             1,231,897,288     5,202,990     1,317,130        99.58
                                                                               
ELECTION OF HELEN                                                              
ALEXANDER CBE                                                                  
                                                                               
RESOLUTION 4             1,231,884,248     5,123,983     1,407,293        99.59
                                                                               
ELECTION OF DR JOHN                                                            
MCADAM                                                                         
                                                                               
RESOLUTION 5             1,232,239,380     4,934,208     1,244,181        99.60
                                                                               
ELECTION OF MIKE                                                               
TERRETT                                                                        
                                                                               
RESOLUTION 6             1,220,862,958    16,332,123     1,238,080        98.68
                                                                               
RE-ELECTION OF                                                                 
PETER BYROM                                                                    
                                                                               
RESOLUTION 7             1,225,561,751    11,702,365     1,167,733        99.05
                                                                               
RE-ELECTION OF SIR                                                             
JOHN ROSE                                                                      
                                                                               
RESOLUTION 8             1,232,149,792     5,053,375     1,220,140        99.59
                                                                               
RE-ELECTION OF                                                                 
ANDREW SHILSTON                                                                
                                                                               
RESOLUTION 9             1,232,301,902     4,948,913     1,182,931        99.60
                                                                               
RE-ELECTION OF                                                                 
COLIN SMITH                                                                    
                                                                               
RESOLUTION 10            1,226,034,195    11,092,963     1,290,976        99.10
RE-ELECTION OF IAN                                                             
STRACHAN                                                                       
                                                                               
RESOLUTION 11            1,234,994,432     1,444,823     1,974,829        99.88
                                                                               
REAPPOINTMENT AND                                                              
REMUNERATION                                                                   
                                                                               
OF AUDITORS                                                                    
                                                                               
RESOLUTION 12            1,232,529,239     4,377,669     1,507,009        99.65
                                                                               
ALLOTMENT AND ISSUE                                                            
OF B SHARES                                                                    
                                                                               
RESOLUTION 13            1,217,179,119    18,254,191     2,958,152        98.52
                                                                               
POLITICAL DONATIONS                                                            
AND EXPENDITURE                                                                
                                                                               
RESOLUTION 14            1,233,714,567     2,879,840     1,833,243        99.77
                                                                               
REMUNERATION OF                                                                
NON-EXECUTIVE                                                                  
DIRECTORS                                                                      

SPECIAL RESOLUTIONS           FOR           AGAINST        VOTES          % FOR    
                                                          WITHHELD                
                                                                               
RESOLUTION 15            1,221,888,593    15,047,457     1,479,017        98.78
                                                                               
ALLOTMENT OF SHARES                                                            
- SECTION 80 AMOUNT                                                            
                                                                               
RESOLUTION 16            1,234,681,601     1,236,299     2,484,387        99.90
                                                                               
DISAPPLICATION OF                                                              
PRE-EMPTION RIGHTS                                                             
- SECTION 89 AMOUNT                                                            
                                                                               
RESOLUTION 17            1,236,589,950       600,818     1,222,772        99.95
                                                                               
AUTHORITY TO                                                                   
PURCHASE OWN SHARES                                                            

SPECIAL RESOLUTIONS           FOR           AGAINST        VOTES          % FOR    
                                                          WITHELD            
      
RESOLUTION 18            1,230,959,467     5,585,729     1,852,424        99.55
ALLOTMENT AND ISSUE                                                            
OF C SHARES                                                                    
                                                                               
RESOLUTION 19            1,232,319,941     4,260,591     1,830,010        99.66
ADOPTION OF NEW                                                                
ARTICLES OF                                                                    
ASSOCIATION                                                                    

Issued Share Capital 1,821,713,834

% of Issued Share Capital Voted 67.98%