Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi                                
                                                                               
1. Identity of the issuer or the underlying        Rolls-Royce Group PLC       
issuer                                                                         
of existing shares to which voting rights                                      
are                                                                            
attached: ii                                                                   
                                                                               
2 Reason for the notification (please tick the appropriate box or boxes):      
                                                                               
An acquisition or disposal of voting rights                  X                                   
                                                                               
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               BlackRock Inc.              
the                                                                            
notification obligation: iii                                                   
                                                                               
4. Full name of shareholder(s)                                                 
(if different from 3.):iv                                                      
                                                                               
5. Date of the transaction and date               31st August 2010             
on                                                                             
which the threshold is crossed or                                              
reached: v                                                                     
                                                                               
6. Date on which issuer notified:                2nd September 2010            
                                                                               
7. Threshold(s) that is/are crossed           Holding has gone below 5%        
or                                                                             
reached: vi, vii                                                               

8. Notified details:                                                               
                                                                                   
A: Voting rights attached to shares viii, ix                                       
                                                                                   
Class/type   Situation previous              Resulting situation after the triggering       
of           to the triggering               transaction                                    
shares       transaction                                                           
                                                                                   
             Number     Number               Number      Number of voting           % of voting rights (x)
if possible  of         of                   of shares   rights                            
using        Shares     Voting                                                     
the ISIN                Rights               Direct      Direct(xi)  Indirect(xii)   Direct    Indirect
CODE                                         
                                                                                   
GB0032836487 97,887,010 97,887,010           N/A         N/A          88,633,493      N/A     4.78 % 
                                                                                   
B: Qualifying Financial Instruments                                                
                                                                                   
Resulting situation after the triggering transaction                               
                                                                                   
Type of financial  Expiration Exercise/           Number of voting   % of voting   
instrument         date xiii  Conversion Period   rights that may be rights        
                              xiv                 acquired if the                  
                                                  instrument is                    
                                                  exercised/                       
                                                  converted.                       
                                                                                   
C: Financial Instruments with similar economic effect to Qualifying Financial      
Instruments xv, xvi                                                                
                                                                                   
Resulting situation after the triggering transaction                               
                                                                                   
Type of        Exercise Expiration Exercise/  Number of voting     % of voting     
financial      price    date xvii  Conversion rights instrument    rights xix, xx  
instrument                         period     refers to                            
                                   xviii                                           
                                                                                   
CFD            N/A      N/A        N/A        3,471,693            Nominal   Delta 
                                                                                   
                                                                   0.19%     0.19% 
                                                                                   
Total (A+B+C)                                                                      
                                                                                   
Number of voting rights                  Percentage of voting rights               
                                                                                   
92,105,186                               4.97%                                     

9. Chain of controlled undertakings through which the voting rights and/or the 
financial instruments are effectively held, if applicable: xxi                 
                                                                               
BlackRock Investment Management (UK) Limited - 92,105,186 (4.97%)              
                                                                               
Proxy Voting:                                                                  
                                                                               
10. Name of the proxy holder:                                                  
                                                                               
11. Number of voting rights proxy holder will                                  
cease                                                                          
to hold:                                                                       
                                                                               
12. Date on which proxy holder will cease to hold                              
voting rights:                                                                 
                                                                               
                                       BlackRock Threshold Reporting Team      
13. Additional information:                                                    
                                                                               
14. Contact name:                      Stuart Watchorn                         
                                                                               
15. Contact telephone number:          020 7743 5741;                          
                                       [e-mail]           

Note: Annex should only be submitted to the FSA not the issuer                 
                                                                               
Annex: Notification of major interests in sharesxxii                           
                                                                               
A: Identity of the persons or legal entity subject to the notification         
obligation                                                                     
                                                                               
Full name                               BlackRock, Inc.                        
                                                                               
(including legal form of legal                                                 
entities)                                                                      
                                                                               
Contact address                         33 King William Street, London EC4R 9AS
                                                                               
(registered office for legal entities)                                         
                                                                               
Phone number & email                    0207 743 5741                          
                                                                               
Other useful information                Stuart Watchorn                        
                                                                               
(at least legal representative for                                             
legal persons)                                                                 
                                                                               
B: Identity of the notifier, if applicable                                     
                                                                               
Full name                                                                      
                                                                               
Contact address                                                                
                                                                               
Phone number & email                                                           
                                                                               
Other useful information                                                       
                                                                               
(e.g. functional relationship with the                                         
person or legal entity subject to the                                          
notification obligation)                                                       
                                                                               
C: Additional information                                                      
                                                                               
For notes on how to complete form TR-1 please see the FSA website.