Director Declaration

Rolls-Royce Holdings plc

14 May 2015

Notification under Listing Rule 9.6.14 (2) - Dame Helen Alexander

Rolls-Royce Holdings plc reports that Dame Helen Alexander, a non-executive director of Rolls-Royce Holdings plc, did not put herself forward for re-election as a director of esure Group plc at its AGM on 13 May 2015. Dame Helen therefore ceased to be a director of esure Group plc at the conclusion of its AGM.

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Andrew Harvey-Wrate - 01332 245099