Result of AGM

6 May 2011                                   

                             Rolls-Royce Group plc                              

     RESULTS OF ANNUAL GENERAL MEETING AND COURT MEETING HELD ON 6MAY 2011     

On 10 February 2011, Rolls-Royce Group plc (the "Company" or "Rolls-Royce
Group") announced proposals to introduce, by means of a scheme of arrangement
under Part 26 of the Companies Act 2006, Rolls-Royce Holdings plc as the new
group holding company (the "Scheme"). A circular (the "Scheme Circular") was 
made available to shareholders on 22 March 2011 containing, amongst other
things, the terms of the Scheme, notices convening the Annual General Meeting
and the requisite Court Meeting and the details of the action to be taken by
shareholders.

At the Annual General Meeting held earlier today, the Company's shareholders
passed each of the special and ordinary resolutions by the requisite majorities
on a poll. The full text of each resolution is contained in the Notice of
Annual General Meeting.

The total number of votes cast for each resolution is set out in the table
below. There were 237 shareholders at the meeting. The Company's issued share
capital as at today is 1,872,185,651 and the number of votes per share is one.

                 FOR                   AGAINST            TOTAL VOTES     WITHHELD

           No. of votes    % of     No. of votes % of                     No. of
                           vote                  vote                     votes
Resolution
1          1,307,021,938   99.96    515,615      0.04     1,307,537,553   142,395
2          1,269,028,588   98.68    16,976,181   1.32     1,286,004,769   21,635,861
3          1,297,549,494   99.24    9,947,042    0.76     1,307,496,536   193,337
4          1,291,480,165   99.06    12,292,111   0.94     1,303,772,276   3,917,407
5          1,304,864,104   99.80    2,595,467    0.20     1,307,459,571   231,643
6          1,295,130,762   99.06    12,332,729   0.94     1,307,463,491   226,825
7          1,304,704,893   99.79    2,745,438    0.21     1,307,450,331   236,247
8          1,190,779,136   91.98    103,823,467  8.02     1,294,602,603   13,089,252
9          1,292,991,419   98.89    14,469,644   1.11     1,307,461,063   233,769
10         1,278,826,882   98.07    25,155,091   1.93     1,303,981,973   3,712,210
11         1,304,730,431   99.79    2,719,973    0.21     1,307,450,404   239,922
12         1,294,851,113   99.04    12,582,195   0.96     1,307,433,308   201,395
13         1,294,894,489   99.04    12,520,518   0.96     1,307,415,007   228,531
14         1,304,595,165   99.78    2,833,705    0.22     1,307,428,870   212,307
15         1,294,860,056   99.04    12,592,682   0.96     1,307,452,738   187,193
16         1,306,005,420   99.89    1,496,180    0.11     1,307,501,600   132,325
17         1,304,967,859   99.81    2,451,979    0.19     1,307,419,838   221,278
18         1,307,442,715   99.99    76,848       0.01     1,307,519,563   115,135
19         1,294,106,987   99.13    11,353,445   0.87     1,305,460,432   2,116,995
20         1,295,934,552   99.12    11,443,843   0.88     1,307,378,395   251,685
21         1,294,427,440   99.01    12,938,062   0.99     1,307,365,502   279,736
22         1,293,996,369   98.99    13,262,863   1.01     1,307,259,232   378,928
23         1,262,387,945   96.94    39,820,152   3.06     1,302,208,097   5,476,109
24         1,235,487,508   94.50    71,893,572   5.50     1,307,381,080   292,354
25         1,253,579,644   96.14    50,324,927   3.86     1,303,904,571   3,786,040
26         1,302,946,216   99.68    4,169,084    0.32     1,307,115,300   521,945
27         1,286,265,187   99.49    6,593,283    0.51     1,292,858,470   14,778,969
28         1,306,874,030   99.97    438,159      0.03     1,307,312,189   319,398

The Company is pleased to announce that, at the Court Meeting also held earlier
today to approve the proposed Scheme, the resolution approving the Scheme was
passed by the requisite majority on a poll. The total number of votes cast for
the resolution is set out below:

           No. of       % of         No. of        % of         % of issued 
           shareholders shareholders ordinary      ordinary     ordinary    
           voting       voting       shares voted  shares voted shares      
                                                                            
FOR        13,418       95.55%       1,277,761,649 99.96%       68.25%      
                                                                            
AGAINST    625          4.45%        491,828       0.04%        0.03%       

In addition, completion of the Scheme remains subject to the sanction of the
Court, the hearing in respect of which is expected to take place on 20 May
2011. Further details of the remaining expected timetable are set out below:

Friday 20 May 2011             Court hearing to sanction the Scheme and confirm
                               the Rolls-Royce Group reduction of capital      
                                                                               
Friday 20 May 2011             Last day of dealings in, and for registration of
                               transfers of, Rolls-Royce Group Ordinary Shares 
                                                                               
4.30 p.m. Friday 20 May 2011   Suspension of listing of, and dealings in,      
                               Rolls-Royce Group Ordinary Shares               
                                                                               
6:00 p.m. Friday 20 May 2011   Scheme Record Time                              
                                                                               
Monday 23 May 2011             Scheme Effective Date                           
                                                                               
8:00 a.m. Monday 23 May 2011   Admission and listing of Rolls-Royce Holdings   
                               Ordinary Shares, crediting of Rolls-Royce       
                               Holdings Ordinary Shares to CREST accounts and  
                               commencement of dealings in Rolls-Royce Holdings
                               Ordinary Shares on the London Stock Exchange    
                                                                               
24 May 2011                    Court hearing to confirm the Rolls-Royce        
                               Holdings Reduction of Capital                   
                                                                               
24 May 2011                    Rolls-Royce Holdings Reduction of Capital       
                               becomes effective                               


Unless otherwise stated, all references to times in this document are to London
time. These times and dates are indicative only.

Copies of the resolutions passed at the Court Meeting and the Annual General
Meeting will shortly be submitted to the National Storage Mechanism and
available for inspection at www.Hemscott.com/nsm.do .

Capitalised terms used but not defined in this announcement have the meaning
given to them in the Scheme Circular.

                                   - Ends -                                    

ENQUIRIES:

Paul Davies [phone]

Deputy Company Secretary

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