

| ROLLS-ROYCE HOLDINGS PLC | 30/04/2009 AGM | |
|---|---|---|
| 1 | Receive the Annual Report | For |
| 2 | Approve the Remuneration Report | For |
| 3 | Elect John Neill CBE | For |
| 4 | Re-Elect Peter Byrom | For |
| 5 | Re-Elect Iain Conn | For |
| 6 | Re-Elect James Guyette | For |
| 7 | Re-Elect John Rishton | For |
| 8 | Re-Elect Simon Robertson | For |
| 9 | Appoint the auditors and allow the board to determine their remuneration | For |
| 10 | Issue C shares | For |
| 11 | Approve Political Donations | For |
| 12 | Issue shares with pre-emption rights | For |
| 13 | Issue shares for cash | For |
| 14 | Authorise Share Repurchase | For |