Result of AGM

ROLLS-ROYCE HOLDINGS plc ANNUAL GENERAL MEETING 4th May 2012           
                                                                                
FINAL POLL FIGURES                                                              
                                                                                
ORDINARY RESOLUTIONS        FOR       AGAINST    TOTAL VOTES   %FOR     VOTES   
                                                 (excluding            WITHHELD 
                                                    votes                       
                                                  withheld)                     
                                                                                
Resolution 1. Report & 1,350,677,138  124,797   1,350,801,935  99.99  2,154,547 
Accounts                                                                        
                                                                                
Resolution 2           1,279,533,763 31,632,481 1,311,166,244  97.59  41,789,219
Directors'                                                                      
Remuneration                                                                    
                                                                                
Resolution 3 elect     1,308,678,687 2,873,068  1,311,551,755  99.78  41,403,433
Lewis Booth                                                                     
                                                                                
Resolution 4 elect     1,308,641,616 2,930,159  1,311,571,775  99.78  41,384,679
Frank Chapman                                                                   
                                                                                
Resolution 5 elect     1,306,453,418 5,097,526  1,311,550,944  99.61  41,405,470
Mark Morris                                                                     
                                                                                
Resolution 6 re-elect  1,305,903,910 5,934,654  1,311,838,564  99.55  41,114,733
Simon Robertson                                                                 
                                                                                
Resolution 7 re-elect  1,250,608,956 58,879,508 1,309,488,464  95.50  43,464,833
John Rishton                                                                    
                                                                                
Resolution 8 re-elect  1,309,041,052 2,820,667  1,311,861,719  99.78  41,094,304
Helen Alexander                                                                 
                                                                                
Resolution 9 re-elect  1,298,495,002 13,338,435 1,311,833,437  98.98  41,122,292
Peter Byrom                                                                     
                                                                                
Resolution 10 re-elect 1,309,018,420 2,841,864  1,311,860,284  99.78  41,096,819
Iain Conn                                                                       
                                                                                
Resolution 11 re-elect 1,300,098,849 11,746,908 1,311,845,757  99.10  41,112,247
James Guyette                                                                   
                                                                                
Resolution 12 re-elect 1,248,423,128 48,173,954 1,296,597,082  96.28  56,335,743
John McAdam                                                                     
                                                                                
Resolution 13 re-elect 1,308,931,102 2,898,596  1,311,829,698  99.78  41,122,901
John Neill                                                                      
                                                                                
Resolution 14 re-elect 1,306,758,270 5,118,706  1,311,876,976  99.61  41,075,936
Colin Smith                                                                     
                                                                                
Resolution 15 re-elect 1,308,893,200 2,947,918  1,311,841,118  99.78  41,116,469
Ian Strachan                                                                    
                                                                                
Resolution 16 re-elect 1,306,628,408 5,230,733  1,311,859,141  99.60  41,096,988
Mike Terrett                                                                    
                                                                                
Resolution 17          1,348,577,546 3,675,885  1,352,253,431  99.73   697,583  
reappoint the auditors                                                          
                                                                                
Resolution 18 auditors 1,350,287,703 1,944,692  1,352,232,395  99.86   723,423  
remuneration                                                                    
                                                                                
Resolution 19 Payment  1,352,309,221   54,398   1,352,363,619 100.00   572,470  
to shareholders                                                                 
                                                                                
Resolution 20          1,344,644,251 6,774,033  1,351,418,284  99.50  1,506,848 
Political donations                                                             
and expenditure                                                                 

SPECIAL RESOLUTIONS         FOR       AGAINST    TOTAL VOTES   %FOR     VOTES   
                                                 (excluding            WITHHELD 
                                                    votes                       
                                                  withheld)                     
                                                                                
Resolution 21          1,285,257,746 63,243,777 1,348,501,523  95.31  4,456,121 
Allotment of shares                                                             
section 551 amount                                                              
                                                                                
Resolution 22          1,336,390,440 15,525,697 1,351,916,137  98.85  1,041,489 
Disapplication of                                                               
pre-emption rights                                                              
section 561 amount                                                              
                                                                                
Resolution 23          1,348,110,999 4,057,880  1,352,168,879  99.70   790,537  
Authority to purchase                                                           
own shares                                                                      

A vote withheld is not a vote in law and is not counted in the calculation of
the proportion of votes `For' or `Against' a resolution.

% of Issued Share Capital Voted 72.15%

NOTE - % FOR excludes withhold votes within the calculation