Holding(s) in Company

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

ROLLS-ROYCE HOLDINGS PLC

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

This is a clarification of the number of voting right shares held by the Aberdeen Asset Management PLC Group, in its capacity as discretionary asset manager. Previous notifications have been submitted on an all share capital basis (inclusive of shares held without voting powers being delegated to Aberdeen Asset Management PLC Group). This notification does not reflect any changes in shareholdings, and is purely a clarification exercise to confirm the voting rights held. Any such future notifications, as may be required, will be made on a voting rights basis only

As a result of this clarification, the position has moved downward through 5%

X

3. Full name of person(s) subject to thenotification obligation: iii

Aberdeen Asset Managers Limited (and/or acting for its affiliates) as discretionary investment manager on behalf of multiple managed portfolios

4. Full name of shareholder(s)  (if different from 3.):iv

N/a

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

N/a

6. Date on which issuer notified:

13 March 2015

7. Threshold(s) that is/are crossed orreached: vi, vii

5%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct xi

Indirect xii

Direct

Indirect

Sedol B63H849

102,726,878

89,183,683

102,726,878

89,183,683

4.81%

Sedol

2739001

4,000

4,000

4,000

4,000

0.00%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

ROLLS-ROYCE HLDGS

MAY15 PUT 860 (EXP 15/05)

N/a

86,000

0.00%

ROLLS ROYCE HLDGS BFLEX

APR15 PUT 858 (EXP 17/04)

N/a

359

0.00%

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

89,274,042

4.81%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

12. Date on which proxy holder will cease to holdvoting rights:

13. Additional information:

14. Contact name:

David Greig

15. Contact telephone number:

01224 404294