

| ROLLS-ROYCE HOLDINGS PLC | 03/05/2006 AGM | |
|---|---|---|
| 1 | Receive the report and accounts | For |
| 2 | Approve the directors' remuneration report | For |
| 3 | Re-elect Colin Smith | For |
| 4 | Re-elect Peter Byrom | For |
| 5 | Re-elect Sir John Rose | For |
| 6 | Re-elect Ian Strachan | For |
| 7 | Re-elect Carl Symon | For |
| 8 | Re-appoint and fix the auditors' remuneration | Abstain |
| 9 | Issue B shares | For |
| 10 | Issue shares with pre-emption rights | For |
| 11 | Disapply pre-emption rights | For |
| 12 | Authority to purchase own shares | For |