Scheme Circular - Rolls-Royce

The action to be taken by Rolls-Royce Group Shareholders in respect of the Meetings is set out in paragraph 20 of Part II of this document. Rolls-Royce
Group Shareholders will find enclosed with this document a white Form of Proxy for use in connection with the Annual General Meeting and
a blue Form of Proxy for use in connection with the Court Meeting. Whether or not you intend to be present at the Meetings in person, please
complete and sign both of the enclosed Forms of Proxy in accordance with the instructions printed on them and return them to Rolls-Royce
Group’s Registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom, as soon as possible and, in any event, so
as to be received by 11.00 a.m. in the case of the white Form of Proxy and 11.30 a.m. in the case of the blue Form of Proxy, both on 4 May 2011.
Forms of Proxy returned by fax will not be accepted.
If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to the Chairman of the Court Meeting or to Rolls-
Royce Group’s Registrar, Computershare, immediately prior to the start of the Court Meeting. However, in the case of the Annual General Meeting,
unless the white Form of Proxy is returned by the time mentioned in the instructions printed on it, it will be invalid. The completion and return of
the relevant Form of Proxy will not prevent you from attending and voting in person at the Annual General Meeting or the Court Meeting or any
adjournment thereof, if you so wish and are so entitled.
Rolls-Royce Group Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the Meetings or any
adjournment(s) by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with
the procedures set out in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider, should refer to that CREST sponsor or voting service provider(s), who will be able to take the appropriate action
on their behalf. Further details are set out in Part II of this document.
Application will be made to the UK Listing Authority for all of the Rolls-Royce Holdings Ordinary Shares to be admitted to the Official List and to the
London Stock Exchange for all of the Rolls-Royce Holdings Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market
for listed securities. If the Scheme proceeds as presently envisaged, it is expected that dealings in Rolls-Royce Group Ordinary Shares will continue
until close of business on 20 May 2011 and that Admission of the Rolls-Royce Holdings Ordinary Shares will become effective, and that dealings in
Rolls-Royce Holdings Ordinary Shares on the London Stock Exchange’s main market for listed securities will commence, at 8.00 a.m. on 23 May 2011.
No person has been authorised to give any information or make any representations other than those contained in this document and, if given
or made, such information or representations must not be relied upon as having been so authorised. The contents of this document are not to be
construed as legal, business or tax advice. Each prospective investor should consult his own independent legal, financial or tax adviser for legal,
financial or tax advice.
ROLLS-ROYCE HOLDINGS ORDINARY SHARES HAVE NEITHER BEEN MARKETED TO, NOR ARE AVAILABLE FOR PURCHASE OR EXCHANGE, IN
WHOLE OR IN PART, BY, THE PUBLIC IN THE UNITED KINGDOM OR ELSEWHERE IN CONNECTION WITH THE INTRODUCTION OF THE ROLLS-ROYCE
HOLDINGS ORDINARY SHARES TO THE OFFICIAL LIST. THIS DOCUMENT IS NOT A PROSPECTUS BUT A SHAREHOLDER CIRCULAR AND DOES
NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE
SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY
JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
Securities may not be offered or sold in the United States unless they are registered under the US Securities Act or are exempt from such registration.
The Rolls-Royce Holdings Ordinary Shares will not be, and are not required to be, registered with the SEC under the US Securities Act but will be issued
in reliance upon the exemption from registration provided by Section 3(a)(10) thereof. Neither the SEC nor any other US federal or state securities
commission or regulatory authority has approved or disapproved the Rolls-Royce Holdings Ordinary Shares or passed on the accuracy or
adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
This document does not constitute a prospectus or a listing prospectus for the purpose of Art. 652a of the Swiss Code of Obligations. In addition, this
document has not been reviewed by any regulatory authority in Hong Kong; no prospectus in relation to Admission has been, or will be, lodged with,
or registered by The Australian Securities and Investments Commission; and no registration statement has been, or will be, filed with the Japanese
Ministry of Finance in relation to Admission of the Rolls-Royce Holdings Ordinary Shares. Accordingly, subject to certain exceptions, the Rolls-Royce
Holdings Ordinary Shares may not, directly or indirectly, be offered or sold within, or offered or sold to a resident of, Hong Kong, Australia or Japan.
INFORMATION FOR UNITED STATES SHAREHOLDERS
In the United States, this document is being furnished to Rolls-Royce Group Shareholders solely to explain the Proposals and describe the action
recommended to be taken by Rolls-Royce Group Shareholders in relation to the Annual General Meeting and the Court Meeting. This document
is personal to each Rolls-Royce Group Shareholder and does not constitute an offer to any person or to the public generally to subscribe for or
otherwise acquire Rolls-Royce Holdings Ordinary Shares. This document is not an offer of securities for sale in the United States. The Rolls-Royce
Holdings Ordinary Shares to be issued to Rolls-Royce Group Shareholders in connection with the Scheme will not be, and are not required to be,
registered with the SEC under the US Securities Act, but will be issued in reliance upon the exemption from the registration requirements of the
US Securities Act provided by Section 3(a)(10) of that Act. For the purpose of qualifying for the Section 3(a)(10) exemption with respect to the
Rolls-Royce Holdings Ordinary Shares issued pursuant to the Scheme, Rolls-Royce Group will advise the Court that it will rely on the Section 3(a)(10)
exemption based on the Court’s sanctioning of the Scheme, which will be relied upon by Rolls-Royce Group as an approval of the Scheme following
a hearing on its fairness to Rolls-Royce Group Shareholders at which hearing all such Rolls-Royce Group Shareholders will be entitled to attend in
person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been or will be given to
all such Rolls-Royce Group Shareholders.
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