Holding(s) in Company

TR-1: NOTIFICATION OF MAYOR INTEREST IN SHARES

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

ROLLS-ROYCE HOLDINGS PLC

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

An acquisition or disposal of voting rights

x

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):

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

4. Full name of shareholder(s)

(if different from 3.): iv

5. Date of the transaction and date on which the threshold is crossed or reached: v

6. Date on which issuer notified:

7. Threshold(s) that is/are crossed or

reached: vi, vii

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

Direct xi

Indirect xii

Direct

Indirect

Common stock

GB00B63H8491

49,951,506

49,951,506

58,969,691

58,969,691

n/a

3.1363%

n/a

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/ConversionPeriod xiv

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

% of votingrights

 n/a

n/a

n/a

n/a

n/a

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

Resulting situation after the triggering transaction

Type of financialinstrument

Exerciseprice

Expirationdate xvii

Exercise/Conversionperiod xviii

Number of votingrights instrumentrefers to

% of voting rights xix, xx

 n/a

n/a

n/a

n/a

n/a

Nominal

Delta

 n/a

n/a

Total (A+B+C)

Number of voting rights

Percentage of voting rights

 58,969,691

3.1363%

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

Series of Harbor Funds # of Voting Rights % of Voting Rights

HARBOR INTERNATIONAL FUND 52,438,006 2.7889%

HARBOR CAPITAL APPRECIATION FD 6,457,780 0.3435%

HARBOR GLOBAL GROWTH FUND 73,905 0.0039%

Proxy Voting:

10. Name of the proxy holder:

 n/a

11. Number of voting rights proxy holder will cease to hold:

 n/a

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

 n/a

13. Additional information:

Completed in Chicago, Illinois, USA

on September 19, 2013

14. Contact name:

Charles F. McCain, Esq.

15. Contact telephone number:

 312-443-4420

Note: Annex should only be submitted to the FCA not the issuer

Annex: Notification of major interests in share

A: Identity of the persons or legal entity subject to the notification obligation

Full name

(including legal form of legal entities)

Rolls-Royce Holdings plc

Contact address

(registered office for legal entities)

65 Buckingham Gate , London, SW1E 6AT

Phone number & email

0207 227 9000

[email protected]

Other useful information

(at least legal representative for legal persons)

B: Identity of the notifier, if applicable

Full name

Contact address

Phone number & email

Other useful information

(e.g. functional relationship with the person or legal entity subject to the notification obligation)

C: Additional information

For notes on how to complete form TR-1 please see the FCA website.