

| ROLLS-ROYCE HOLDINGS PLC | 04/05/2005 AGM | |
|---|---|---|
| 1 | Receive the report and accounts | For |
| 2 | Approve directors' remuneration report. | For |
| 3 | Elect Mr S M Robertson | For |
| 4 | Elect Mr I C Conn | For |
| 5 | Elect Sir John Taylor | For |
| 6 | Re-elect the Hon A L Bondurant | For |
| 7 | Re-elect Mr J P Cheffins | For |
| 8 | Re-elect Mr J M Guyette | For |
| 9 | Re-elect Mr A B Shilston | For |
| 10 | Reappoint auditors and fix their remuneration | Abstain |
| 11 | Issue B shares | For |
| 12 | Amend articles in respect of aggregate non-executive fees | For |
| 13 | Issue shares with pre-emption rights | For |
| 14 | Issue shares for cash | For |
| 15 | Authorise share repurchase | For |