Scheme Circular - Rolls-Royce

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5. Certificates representing Scheme Shares With effect from and including the Scheme Effective Date, all certificates representing holdings of Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein and every holder of Scheme Shares should destroy such certificates upon receipt of their share certificate for Rolls-Royce Holdings Ordinary Shares. 6. Record of Cancellation of Scheme Shares (a) (b) Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders of Scheme Shares in Uncertificated form and appropriate entries shall be made in Rolls-Royce Group’s register of members, with effect from the Scheme Effective Date, to reflect their cancellation. As regards Certificated Scheme Shares, appropriate entries shall be made in Rolls-Royce Group’s register of members, with effect from the Scheme Effective Date, to reflect their cancellation. 7. Mandates and instructions Each mandate in force and duly notified to Rolls-Royce Group at the Scheme Record Date relating to the payment of dividends or the redemption of Rolls-Royce Group C Shares and bonus share issues on Scheme Shares and each instruction, election and communication preference then in force as to notices and other communications (including electronic communications) from Rolls-Royce Group shall, unless and until varied or revoked, be deemed, from and including the Scheme Effective Date, to be a valid and effective mandate or instruction to Rolls-Royce Holdings in relation to the corresponding Rolls-Royce Holdings Ordinary Shares to be allotted and issued pursuant to this Scheme. 8. Scheme Effective Date (a) (b) The Scheme shall become Effective as soon as an office copy of the Court Order (including a copy of the related statement of capital) shall have been duly delivered to the Registrar of Companies for registration; and Unless the Scheme shall have become Effective on or before 31 December 2011 or such later date, if any, as Rolls-Royce Group and Rolls- Royce Holdings may agree and the Court may allow, this Scheme shall never become Effective. 9. Modification Rolls-Royce Group and Rolls-Royce Holdings may jointly consent on behalf of all persons concerned to any modification of, or addition to, the Scheme or to any condition which the Court may think fit to approve or impose. 10. Costs Rolls-Royce Group is authorised and permitted to pay all the costs and expenses relating to the negotiation, preparation and implementation of the Scheme. 11. ADRs Rolls-Royce ADRs (each representing five Rolls-Royce Group Ordinary Shares before the Scheme Effective Date) will not be cancelled but will continue after such time. At the Scheme Effective Time, the US Depositary will be issued with Rolls-Royce Holdings Ordinary Shares in lieu of its Rolls-Royce Group Ordinary Shares. Therefore, Rolls-Royce ADR holders will continue to hold the same instrument but, from the Scheme Effective Date, the Rolls- Royce ADRs will instead simply represent five Rolls-Royce Holdings Ordinary Shares. Dated 22 March 2011 42
PART V DEFINITIONS AND GLOSSARY The following definitions apply throughout this document (except in Part IV of this document containing the Scheme of Arrangement, which contains separate definitions) unless the context requires otherwise: 1997 ShareSave Scheme the Rolls-Royce ShareSave Scheme 1997; 2007 ShareSave Scheme the Rolls-Royce Group UK ShareSave Plan 2007; Admission ADR Annual General Meeting Audit Committee BST Business Day C Shares admission of the Rolls-Royce Holdings Ordinary Shares to the premium listing segment of the Official List in accordance with the Listing Rules and the admission of the Rolls-Royce Holdings Ordinary Shares to trading by the London Stock Exchange on its main market for listed securities in accordance with the Standards, expected to occur on 23 May 2011; American depositary receipt; the annual general meeting of Rolls-Royce Group to be held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 11.00 a.m. on 6 May 2011; the audit committee of Rolls-Royce Group or, following the Scheme becoming effective, of Rolls-Royce Holdings; British Summer Time; any day other than a Saturday or Sunday on which banks in London are open for normal business; (i) prior to the Scheme Effective Time, Rolls-Royce Group C Shares; and (ii) after the Scheme Effective Time, Rolls-Royce Holdings C Shares. CA or Companies Act Certificated or in Certificated form Computershare Court Court Hearings Court Meeting CREST CREST Manual CREST Regulations CRIP the UK Companies Act 2006 (as amended from time to time); In relation to a share or other security, which is not in Uncertificated form (that is, not in CREST); Computershare Investor Services PLC; the High Court of Justice of England and Wales; the First Court Hearing and the Second Court Hearing and Court Hearing shall be construed accordingly; the meeting of holders of Scheme Shares to be held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE, at 11.30 a.m. on 6 May 2011 (or as soon as possible after the conclusion or adjournment of the Annual General Meeting) convened pursuant to an order of the Court pursuant to Part 26 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme, notice of which is set out in Part VI of this document, and any adjournment thereof; the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear UK and Ireland Limited is the operator; the CREST manual referred to in agreements entered into by Euroclear; the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended from time to time; C Share Reinvestment Plan; 43
Page 1 and 2: THIS DOCUMENT IS IMPORTANT AND REQU
Page 3 and 4: The Rolls-Royce Holdings Ordinary S
Page 5 and 6: Rounding Some financial and other n
Page 7 and 8: EXPECTED TIMETABLE OF PRINCIPAL EVE
Page 9 and 10: 1. WH AT IS BEING PROPOSED? It is p
Page 11 and 12: 16. WHERE CAN I FIND MORE INFORMATI
Page 13 and 14: Following the Scheme Effective Time
Page 15 and 16: (c) instead of having its ordinary
Page 17 and 18: 6. THE ROLLS-ROYCE HOLDINGS REDUCTI
Page 19 and 20: Overseas Shareholders should consul
Page 21 and 22: (c) (d) (e) the maximum nominal amo
Page 23 and 24: 20. ACTION TO BE TAKEN Rolls-Royce
Page 25 and 26: 4.2 As at 10 March 2011 (being the
Page 27 and 28: 7.2 Non-Exec utive Directors Non-Ex
Page 29 and 30: US Shareholders should note that no
Page 31 and 32: For CGT purposes, the allotment and
Page 33 and 34: equal to their fair market value as
Page 35 and 36: 14.5 Deferred Share Plan Since the
Page 37 and 38: PART IV SCHEME OF ARRANGEMENT IN TH
Page 39 and 40: Rolls-Royce Holdings Rolls-Royce Ho
Page 41: any such sale, the person so appoin
Page 45 and 46: London time Meetings members New Sh
Page 47 and 48: Scheme Shareholder Scheme Shares a
Page 49 and 50: PART VI NOTICES OF MEETINGS NOTICE
Page 51 and 52: NOTICE OF ANNUAL GENERAL MEETING Th
Page 53 and 54: Resolution 20 - Renewal of the Roll
Page 55 and 56: “218 Shares not otherwise subject
Page 57 and 58: Notes to the Notice of Annual Gener
Page 59 and 60: Appointment of a proxy does not pre
Page 61 and 62: Publication of audit concerns on ou
Page 63 and 64: Resolution 18 refers to the resolut
Page 65 and 66: As in previous years, Resolution 26
Page 67 and 68: APPENDIX 1 Resolution 20: Rolls-Roy
Page 69 and 70: APPENDIX 2 Resolution 21: Rolls-Roy
Page 71: APPENDIX 3 Resolution 22: Rolls-Roy

Scheme Circular - Rolls-Royce

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