BLOCK LISTING SIX MONTHLY RETURN                        

Information provided on this form must be typed or printed electronically.


To: The FSA
Date 10 January 2013
Name of applicant:                     ROLLS-ROYCE HOLDINGS PLC                
                                                                               
Name of scheme:                        ROLLS-ROYCE GROUP PLC SHARESAVE SCHEME  
                                                                               
Period of return:            From:     05/07/2012      To:    10/01/2013       
                                                                              

Balance under scheme from previous 230,262 ORDINARY SHARES OF 20p EACH return:


The amount by which the block scheme   N/A                                     
has been increased, if the scheme has                                          
been increased since the date of the                                           
last return:                                                                   
                                                                               
Number of securities issued/allotted   49,407                                  
under scheme during period:                                                    
                                                                               
Balance under scheme not yet issued/   180,855                                 
allotted at end of period                                                     

Number and class of securities 300,000 ORDINARY - 24 May 2011originally listed and the date of


admission                                                                      
                                                                               
Total number of securities in issue at 1,872,307,854                          

the end of the period                                                          
Name of contact:                        PAUL DAVIES                            
                                                                               
Address of contact:                     MOOR LANE, DERBY, DE24 8BJ             
                                                                              

Telephone number of contact:            01332 245878                          

Paul Davies
Deputy Company Secretary
Rolls-Royce Holdings plc

If you knowingly or recklessly give false or misleading information you may be liable to prosecution.

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