Notice of Results

About this update from Rolls-royce Holdings Plc

Rolls-Royce Holdings plc   Results of Annual General Meeting and General Meeting   The Annual General Meeting of Rolls-Royce Holdings plc (the Company) was held at 11.00am on 23 May 2024 at the Rolls-Royce Learning and Development Centre, Wilmore Road, Derby, DE24 9BD .   The poll results on all 25 resolutions at the Annual General Meeting were as follows:   Ordinary Resolutions For Against Total Votes (Excluding Votes Withheld) Votes Withheld %For Resolution 1 Company's accounts and the reports of the Directors and the auditor 5,165,206,631 11,734,762 5,176,941,393 43,803,398 99.77 Resolution 2 Directors' remuneration policy 4,984,345,255 230,098,759 5,214,444,014 6,268,408 95.59 Resolution 3 Directors' remuneration report 5,114,309,895 104,645,100 5,218,954,995 1,753,668 97.99 Resolution 4 Re-elect Dame Anita Frew 5,029,146,652 190,024,951 5,219,171,603 1,560,043 96.36 Resolution 5 Re-elect Tufan Erginbilgic 5,215,960,283 3,807,391 5,219,767,674 1,019,648 99.93 Resolution 6 Elect Helen McCabe  5,208,202,550 11,306,894 5,219,509,444 1,226,175 99.78 Resolution 7 Re-elect George Culmer 5,157,252,545 62,172,994 5,219,425,539 1,309,598 98.81 Resolution 8 Elect Birgit Behrendt 5,115,334,558 103,841,488 5,219,176,046 1,554,662 98.01 Resolution 9 Elect Stuart Bradie 5,159,766,808 59,343,487 5,219,110,295 1,612,352 98.86 Resolution 10 Elect Paulo Cesar Silva 5,217,992,678 1,094,012 5,219,086,690 1,641,155 99.98 Resolution 11 Re-elect Lord Jitesh Gadhia 4,966,620,256 252,845,056 5,219,465,312 1,265,805 95.16 Resolution 12 Re-elect Beverly Goulet 5,157,556,319 61,893,826 5,219,450,145 1,282,559 98.81 Resolution 13 Re-elect Nick Luff 5,151,257,590 68,142,955 5,219,400,545 1,322,519 98.69 Resolution 14 Re-elect Wendy Mars 5,177,892,275 41,579,488 5,219,471,763 1,254,189 99.20 Resolution 15 Re-elect Dame Angela Strank 5,179,229,058 40,254,250 5,219,483,308 1,252,151 99.23 Resolution 16 Re-appoint PricewaterhouseCoopers LLP 5,203,747,369 15,561,650 5,219,309,019 1,417,091 99.70 Resolution 17 Auditor's remuneration 5,218,096,197 1,463,913 5,219,560,110 1,145,286 99.97 Resolution 18 Political donations 5,128,180,406 64,067,773 5,192,248,179 28,478,988 98.77 Resolution 19 Authorise Directors to allot shares 5,021,447,265 198,037,625 5,219,484,890 1,190,752 96.21 Resolution 20 Approval of the Rolls-Royce Global Employee Share Purchase Plan 5,218,097,326 1,598,634 5,219,695,960 1,056,565 99.97 Resolution 21 Approval of the Rolls-Royce Long Term Incentive Plan 5,152,955,821 62,117,369 5,215,073,190 5,687,887 98.81 Resolution 22 Remuneration of Non-Executive Directors 5,200,333,203 19,085,470 5,219,418,673 1,282,382 99.63     Special Resolutions For Against Total Votes (Excluding Votes Withheld) Votes Withheld %For Resolution 23 Disapplication of pre-emption rights 5,156,294,340 55,062,561 5,211,356,901 9,343,702 98.94 Resolution 24 Authority to purchase own shares 5,192,898,310 14,301,516 5,207,199,826 13,580,140 99.73 Resolution 25 Adoption of new Articles of Association 5,218,012,765 965,017 5,218,977,782 1,725,344 99.98   In accordance with Listing Rule 9.6.1, copies of the following documents will be submitted to the Financial Conduct Authority and will shortly be available for inspection from the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism ·    Special resolutions passed at the Annual General Meeting; and ·    Amended Articles of Association The amended Articles of Association are also available at www.rolls-royce.com General meeting of holders of C Shares The poll result on the resolution at the General Meeting of holders of C Shares was as follows: Special Resolutions For Against Total Votes (Excluding Votes Withheld) Votes Withheld %For Resolution 1 Adoption of new Articles of Association 840,455,295 10,891,251 843,299,647 8,046,899 98.72   The number of Ordinary Shares in issue on 23 May 2024 was 8,416,696,989.   The number of C Shares in issue on 23 May 2024 was 22,869,088,353. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.   For votes exclude those withheld.   % of issued share capital voted at the Annual General Meeting: 62.02%    % of issued share capital voted at the General Meeting of C Shares:   Enquiries : Nicola Carroll FCG, Corporate Governance Director   [email protected]   LEI: 213800EC7997ZBLZJH69

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