Rolls-Royce statement on Tognum AG offer

15 April 2011

  ROLLS-ROYCE AND DAIMLER STATEMENT REGARDING REASONED OPINION BY TOGNUM AG   

London and Stuttgart: Rolls-Royce Group plc, the global power systems company,
and Daimler AG, the global automotive company, are pleased that both Tognum's
Supervisory Board and Board of Management recognise the compelling strategic
rationale of the proposed transaction, as indicated in the statement they have
issued today.

However, Rolls-Royce and Daimler do not share their view that the offer price
is not appropriate. The offer we have made has a compelling industrial logic
and the combination of Tognum with the Daimler and Rolls-Royce joint venture
represents the best prospect for accelerating long-term growth and is in the
best interest of Tognum, its customers and employees.

The offer of €24 per Tognum AG share represents a premium of 30 per cent over
the undisturbed share price and we continue to believe that it fully and
attractively values the company and its future prospects. In addition, as
stated before, shareholders who tender their shares will retain their right to
the dividend for the financial year 2010.

For further information, please contact:

Investor relations:
Mark Alflatt
Director of Financial Communications
Rolls-Royce plc
Tel: [phone]
[e-mail]

Media relations:
Josh Rosenstock
Head of Corporate Communications
Rolls-Royce plc
Tel: [phone]
[e-mail]

Web:
www.rolls-royce.com