Shareholder information

Share administration and share dealing

The administration of our shareholder register is managed by the Registrar, who also provides both internet and telephone share dealing services. When making contact with the Registrar quote your Shareholder Reference Number (SRN), an 11 digit number on the right hand side of your share certificate.

You can manage your shareholding online at www.investorcentre.co.uk, speak to the Registrar on +44 (0)870 703 0162 (8.30am to 5.30pm Monday to Friday) or you can write to them at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Only existing shareholders can deal either over the telephone or online at www-uk.computershare.com/Investor/ShareDealing.asp (8.00am to 4.30pm Monday to Friday excluding Bank holidays). Please note that stamp duty of 0.5 per cent is also payable on all purchases, in addition to the any other dealing fees.

There are many other share dealing facilities available and we always recommend that you use a firm regulated by the Financial Services Authority (FSA). You can visit the FSA website and check the FSA register at www.fsa.gov.uk

Before selling shares, via either internet or telephone dealing, you must ensure that you have a valid Rolls-Royce Holdings plc share certificate. Without a valid share certificate you will be unable to complete any transaction and will be responsible for any costs incurred by the broker.

Payments to shareholders

If you are one of the many shareholders who have chosen to receive cash then we strongly recommend that you arrange for payments to be credited direct to your bank account. This removes the risk of a cheque going astray and also means that cleared payments are credited to your bank account on the payment date. If you have registered to use www.investorcentre.co.uk you can update your bank details online. Alternatively you can request a form by phone from the Rolls-Royce shareholder helpline on +44 (0)870 703 0162.

Keeping in touch and unclaimed payments

It’s very important that you keep the Registrar informed of any change to your contact details, especially your postal address. If the Registrar receives two items of undelivered mail from a shareholder’s registered address, no further mail will be sent until you confirm or update your registered address. However, the Registrar will securely retain all future mail, issued by the Company, on your behalf.

The Company recently authorised Georgeson, a company that specialises in tracing lost shareholders, to contact shareholders that we have been unable to contact for many years and has so far been able to transfer 323,541 ordinary shares (currently worth over £2.5million) to 1,155 shareholders and pay over £280,000 to current and former shareholders. Additional claims continue to be processed in order to pay a further estimated £2million to current and former shareholders.

Warning to shareholders

We are aware some shareholders receive unsolicited phone calls or correspondence concerning investment matters, typically from overseas based ‘brokers’ who target UK shareholders, offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. Such operations are commonly known as ‘boiler rooms’ and these ‘brokers’ can be very persistent and extremely persuasive.

If you receive any unsolicited investment advice:

• check that they are properly authorised by the FSA before getting involved via the following web link: www.fsa.gov.uk/register/home.do;
• don’t pay any money up front;
• report the matter to the FSA (UK callers telephone 0845 606 1234 and overseas +44 20 7066 1000); and,
• if the calls persist, hang up.

If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation Scheme.

IF IT SOUNDS TOO GOOD TO BE TRUE, IT PROBABLY IS!

American Depositary Receipts (ADR)

Rolls-Royce ordinary shares are traded in the US in the form of a sponsored ADR facility with The Bank of New York Mellon as the depositary. Each ADR represents five ordinary shares. For further information about the US ADR programme, please contact your broker or write to: BNY Mellon, Shareholder Services, PO Box 358516, Pittsburgh PA 15252-8516. Phone: +1 888 269 2377 or +1888 BNY ADRS (toll free within the US). Phone outside the US: +1 201 680 6825. Email: shrrelations@bnymellon.com. Website: www.adrbnymellon.com

ShareGift

The Orr Mackintosh Foundation operates a charity donation scheme for shareholders with small numbers of shares which may be uneconomic to sell. Details of the scheme are available from ShareGift at www.sharegift.org or you can write to Orr Mackintosh Foundation, 17 Carlton House Terrace, London SW1Y 5AH (telephone +44 (0)20 7930 3737).

Dividends paid on C Shares held

C Share calculation period	C Share dividend rate (%)	Record date for C Share dividend	Payment date
* The C Share dividend was prorated due to the compulsory redemption of all Rolls-Royce Group plc C Shares on April 6, 2011 prior to the corporate restructure. There were no C Shares in issue between April 7, 2011 and June 30, 2011.
July 1, 2011 – December 31, 2011	0.414	November 18, 2011	January 3, 2012
January 1, 2011 – April 5, 2011*	0.204	April 5, 2011	April 15, 2011

Previous C Share issues

Issue date	No of C Shares issued per ordinary share	Record date for entitlement to C Shares	Latest date for receipt of Payment Instruction forms by Registrar	Apportionment values		CGT apportionment		Date of redemption of C Shares	CRIP purchase date	CRIP purchase price (p)
				Price of ordinary shares on first day of trading (p)	Value of C Share issues per ordinary shares (p)	Ordinary shares (%)	C Shares (%)
For previous C Share issues, please refer to the Group’s website.
January 3, 2012	69	October 28, 2011	December 5, 2011	755.25	6.90p	99.09	0.91	January 5, 2012	January 10, 2012	756.62
July 1, 2011	96	April 26, 2011	June 6, 2011	647.75	9.60p	98.54	1.46	July 5, 2011	July 6, 2011	654.29

Analysis of ordinary shareholders at December 31, 2011

Type of holder:	Number of shareholders	% of total shareholders	Number of shares	% of total shares
Individuals	214,392	97.40	110,941,253	6.15
Institutional and other investors	5,727	2.60	1,761,298,759	93.85
Total	220,119	100.00	1,872,240,012	100.00
Size of holding:
1 – 150	68,052	30.92	6,687,131	0.37
151 – 500	113,385	51.51	29,942,853	1.64
501 – 10,000	36,738	16.69	60,049,391	3.28
10,001 – 100,000	1,338	0.61	35,073,218	1.87
100,001 – 1,000,000	420	0.19	152,884,275	7.49
1,000,001 and over	186	0.08	1,587,603,144	85.35
Total	220,119	100.00	1,872,240,012	100.00