Scheme Circular - Rolls-Royce

Rolls-Royce Holdings
Rolls-Royce Holdings C Shares
Rolls-Royce Holdings Ordinary Shares
Rolls-Royce Holdings Subscriber Shareholders
Rolls-Royce Holdings Subscriber Shares
Scheme
Scheme Effective Date
Scheme Effective Time
Scheme Record Time
Scheme Shareholder
Rolls-Royce Holdings plc, a public limited company incorporated in England and Wales
(registered number 07524813), whose registered office is at 65 Buckingham Gate, London SW1E
6AT, United Kingdom;
the non-cumulative redeemable preference shares of 0.1 pence each in the capital of Rolls-
Royce Holdings to be allotted and issued, credited as fully paid, following the Scheme Effective
Date;
ordinary shares of 150 pence each in the capital of Rolls-Royce Holdings;
a holder of Rolls-Royce Holdings Subscriber Shares;
the two subscriber ordinary shares with a nominal value of 150 pence each in the capital of
Rolls-Royce Holdings;
this scheme of arrangement in its present form or with any modification thereof or addition
thereto or condition approved or imposed by the Court and agreed to by Rolls-Royce Group and
Rolls-Royce Holdings;
the date on which the Scheme becomes Effective in accordance with its terms;
the time at which this Scheme becomes Effective on the Scheme Effective Date;
6.00 p.m. on the Business Day immediately prior to the Scheme Effective Date;
a holder of Scheme Shares;
Scheme Shares (i) all Rolls-Royce Group Ordinary Shares in issue at the date of the Scheme and remaining in
issue at the Scheme Record Time;
(ii)
all additional (if any) Rolls-Royce Group Ordinary Shares in issue 48 hours prior to the Court
Meeting at which the Scheme is approved and remaining in issue at the Scheme Record
Time; and
(iii) all further (if any) Rolls-Royce Group Ordinary Shares which may be in issue immediately
prior to confirmation by the Court of the reduction of capital provided for under the Scheme
(as further described in Clause 1 below) in respect of which the original or any subsequent
holders thereof are, or shall have agreed in writing to be, bound by the Scheme and remaining
in issue at the Scheme Record Time,
excluding, for the avoidance of doubt, the Rolls-Royce Group A Ordinary Share and the Special
Share;
Special Share
Special Shareholder
Uncertificated or in Uncertificated form
United Kingdom or UK
US Depositary
the one special rights non-voting share of £1 in the capital of Rolls-Royce Group;
prior to the Scheme Effective Time, the holder of the Special Share and after the Scheme
Effective Time, the holder of the New Special Share, being at all times the Secretary of State for
Business, Innovation and Skills;
recorded on the relevant register as in uncertificated form, being held in uncertificated form in
CREST and title to which by virtue of CREST Regulations may be transferred by means of CREST;
the United Kingdom of Great Britain and Northern Ireland; and
The Bank of New York Mellon.
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