Scheme Circular - Rolls-Royce

In each case, the Forms of Proxy and voting instruction cards should be completed in accordance with the instructions printed on them.
16.4 Sanction of the Scheme by the Court
Under the Companies Act, the Scheme requires the sanction of the Court. The First Court Hearing to sanction the Scheme is expected to be held on
20 May 2011 at the Royal Courts of Justice, The Strand, London WC2A 2LL. All Rolls-Royce Group Shareholders are entitled to attend the First Court
Hearing in person or through Counsel to support or oppose the sanctioning of the Scheme.
The Scheme will become effective as soon as an office copy of the First Court Order (including a copy of the related statement of capital) has been
duly delivered to the Registrar of Companies for registration. This is expected to occur on 23 May 2011.
16.5 Confirmation of the Rolls-Royce Holdings Reduction of Capital
Under the Companies Act, the Rolls-Royce Holdings Reduction of Capital also requires the sanction of the Court. The Second Court Hearing to
confirm the Rolls-Royce Holdings Reduction of Capital is expected to occur on 24 May 2011 at the Royal Courts of Justice, The Strand, London WC2A
2LL. Any creditors of Rolls-Royce Holdings are entitled to attend the Second Court hearing in person or through Counsel to support or oppose the
sanctioning of the Rolls-Royce Holdings Reduction of Capital.
The Rolls-Royce Holdings Reduction of Capital will become effective as soon as an office copy of the Second Court Order (including a copy of the
related statement of capital of Rolls-Royce Holdings) has been duly delivered to the Registrar of Companies for registration. This is expected to
occur on 24 May 2011.
17. AUTHORITIES RELATING TO ROLLS-ROYCE HOLDINGS’ SHARE CAPITAL
Prior to the Court Meeting, the Rolls-Royce Holdings Subscriber Shareholders and Rolls-Royce Holdings Directors are expected to pass certain
resolutions in order to, among other matters, authorise Rolls-Royce Holdings to carry out the actions required of it in relation to the Proposals,
including the approval of:
(a)
(b)
(c)
(d)
the allotment of the Rolls-Royce Holdings Ordinary Shares to the Rolls-Royce Group Shareholders pursuant to the scheme;
the allotment of C Shares on terms the Rolls-Royce Holdings Directors see fit;
the Rolls-Royce Holdings Reduction of Capital; and
the adoption of and amendments to the Rolls-Royce Employee Share Schemes.
It is expected that the authorities to be granted to the Rolls-Royce Holdings Directors in relation to allotment of Rolls-Royce Holdings Ordinary Shares
will be equivalent to the corresponding authorities currently granted to the Rolls-Royce Group Directors.
18. PROSPECTUS
A Prospectus relating to Rolls-Royce Holding s and Admission, prepared in accordance with the Prospectus Rules made under Part VI of FSMA, is
expected to be made available to the public (in accordance with Rule 3.2 of the Prospectus Rules) in electronic form on the Group’s website at www.
rolls-royce.com once approved by and filed with the FSA. Further details in respect of the timing of the publication of the Prospectus will be set out
in an announcement relating to the Proposals expected to be made by Rolls-Royce Group on or around the date of this document. It is expected that
copies may also be obtained from the time of publication up until Admission on request, free of charge by writing to the registered office of Rolls-
Royce Group, to the registered office of Rolls-Royce Holdings (65 Buckingham Gate, London SW1E 6AT, United Kingdom) or to Rolls-Royce Holdings’
Registrar, Computershare, at their offices at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. A copy of the Prospectus will also be
available upon request from the Rolls-Royce shareholder helpline, further details of which are included on page 8 of this document.
The information in the Prospectus will include financial information and an operating and financial review in relation to the Group, a business
overview of the Group and a section of additional information, including details of the remuneration and interests of the Directors, material contracts
and capital resources of the Group and details of litigation concerning the Group, all of which will be relevant to Rolls-Royce Holdings as the new
holding company of the Group. Certain of this information will be incorporated into the Prospectus by reference from other sources.
19. FURTHER INFORMATION
You should read the whole of this document.
Your attention is drawn, in particular, to a shareholder guide produced by Rolls-Royce Group in connection with the Proposals, the summary set out
at the front of this document, the letter from your Chairman in Part I of this document, the Additional Information set out in Part III of this document,
the Scheme set out in Part IV of this document, the Notices of Meetings in Part VI of this document and to the Prospectus.
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