ROLLS-ROYCE HOLDINGS PLC

(Company Number 07524813)

Countries where registered: Registered in England and Wales

This notice is given under section 562(3) of the Companies Act 2006 to each registered holder of ordinary shares of 20 pence each (the “Existing Ordinary Shares”) in Rolls-Royce Holdings plc (the “Company”) on the register at the close of business on 23 October 2020 (the “Record Date”) who has no registered address in an EEA State and who has not given the Company an address in an EEA State for the service of notices on them (each a “Relevant Shareholder”).

This notice is given in connection with the offer by way of rights (the “Rights Issue”) of up to 6,436,651,043 new ordinary shares (the “New Ordinary Shares”) at a price of 32 pence per New Ordinary Share on the basis of 10 New Ordinary Shares for every 3 Existing Ordinary Shares held by the Company’s shareholders on the register at the Record Date. The Rights Issue is conditional upon the matters set out in the Prospectus (as defined below). The New Ordinary Shares, when fully paid, will rank pari passu in all respects with all other Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after the date of issue of the New Ordinary Shares.

The following documents, being copies of the documents issued or to be issued to the holders of Existing Ordinary Shares (other than certain Relevant Shareholders) in connection with, and constituting, the Rights Issue, may be inspected or (subject as provided below) obtained, on personal application by or on behalf of a Relevant Shareholder, from Computershare Investor Services PLC (“Computershare”) at The Pavilions, Bridgwater Road, Bristol BS13 8AE, during usual business hours on any weekday (public holidays excepted) until 11.00 a.m. (London time) on 11 November 2020 (because of the current COVID-19 situation any Relevant Shareholder or their representative should contact Computershare in advance by calling 0370 703 0162 to make an appointment):

(A) a document, dated 1 October 2020, comprising (i) a prospectus prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000 (“FSMA”); and (ii) a circular prepared in accordance with the Listing Rules of the FCA made under section 73A of FSMA (the “Prospectus”); and

(B) a provisional allotment letter (the “Provisional Allotment Letter”) (whether or not the Relevant Shareholder holds Existing Ordinary Shares in certificated form) in respect of the New Ordinary Shares provisionally allotted to such Relevant Shareholders under the Rights Issue, provided that a Provisional Allotment Letter may only be obtained on the production of evidence of entitlement. In addition, if for any reason a Relevant Shareholder has received an original Provisional Allotment Letter despatched on 27 October 2020, the Provisional Allotment Letter may only be obtained if the original so despatched is first surrendered to Computershare at the above address. If the original is not so surrendered such Relevant Shareholder may only inspect a pro forma copy thereof.

Relevant Shareholders’ attention is drawn to Section 7 of Part VII (Terms and Conditions of the Rights Issue) of the Prospectus relating to overseas shareholders and their ability to accept New Ordinary Shares pursuant to the Rights Issue.

By Order of the Board

Pamela Coles, Chief Governance Officer

Registered Office: Kings Place, 90 York Way, London, N1 9FX

28 October 2020

This notice is not a prospectus (or a prospectus equivalent document) but an advertisement. Neither this notice nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any nil paid rights, fully paid rights or New Ordinary Shares except on the basis of the information contained in the Prospectus.

A copy of the Prospectus is available to eligible persons on the Company’s website, www.rolls-royce.com/investors. Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this notice. The Prospectus provides further details of the New Ordinary Shares, the nil paid rights and the fully paid rights being offered pursuant to the Rights Issue.

This notice is for information purposes only and is not intended to constitute, and should not be construed as, an offer for sale or issue or the solicitation of an offer to purchase, subscribe for or otherwise acquire securities in the United States or in any other state or jurisdiction in which such offer or sale, or the release, publication or distribution of this notice, would be unlawful. The nil paid rights, the fully paid rights and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There has been and will be no public offer of the nil paid rights, the fully paid rights or the New Ordinary Shares in the United States. Subject to certain limited exceptions, Provisional Allotment Letters have not been, and will not be, sent to, and nil paid rights have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder (as defined in the Prospectus) with a registered address in or that is located in the United States. None of the New Ordinary Shares, the nil paid rights, the fully paid rights or the Provisional Allotment Letters, this notice or any other document connected with the Rights Issue has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares, the nil paid rights or the fully paid rights, or the accuracy or adequacy of the Provisional Allotment Letters, this notice or any other document connected with the Rights Issue or any other information contained therein. Any representation to the contrary is a criminal offence in the United States.

No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, nil paid rights, fully paid rights or New Ordinary Shares or to take up any entitlements to nil paid rights will be made in any jurisdiction in which such an offer or solicitation is unlawful.

The information contained in this notice, the Prospectus and the Provisional Allotment Letters is not for release, publication or distribution to persons in the United States, New Zealand, United Arab Emirates, South Africa or any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law or regulation, and, subject to certain exceptions, should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

The distribution of this notice, the Prospectus, the Provisional Allotment Letter, and the offering or transfer of nil paid rights, fully paid rights or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this notice, the Prospectus, the Provisional Allotment Letter and/or any accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this notice, the Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States, New Zealand, United Arab Emirates, South Africa or any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law or regulation. Recipients of this notice and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this notice and/or the Prospectus.