Scheme Circular - Rolls-Royce

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the adoption and inclusion of the following additional related definition to article 2: “A Ordinary Share means the one A Ordinary Share of 20 pence in the capital of the Company whose rights are set out in article 219;” (f ) the directors of the Company be and are hereby generally and unconditionally authorised, for the purposes of section 551 of the Act, to allot an A Ordinary Share of 20 pence in the capital of the Company (Rolls-Royce Group A Ordinary Share) having the rights and being subject to the restrictions of the articles of association of the Company as amended in accordance with Resolution 28(A)(e), provided that: (1) this authority shall expire (unless previously revoked, varied or renewed) on the fifth anniversary of the date of this Resolution; and (2) this authority shall be in addition, and without prejudice to, any other subsisting authority under the said section 551 previously granted and in force on the date on which this resolution is passed; and (g) pursuant to and during the period of the said authority the directors of the Company be empowered to allot the said Rolls-Royce Group A Ordinary Share as if section 561(1) of the Act did not apply to any such allotment; (B) (C) (D) subject to and conditional upon: (i) the passing of Resolution 28(A) set out in this notice; (ii) the ordinary shares of 20 pence each in the capital of Rolls-Royce Holdings (Rolls-Royce Holdings Ordinary Shares) required to be allotted and issued by Rolls-Royce Holdings pursuant to the Scheme having been allotted and issued and registered in the names of the persons entitled to such Rolls-Royce Holdings Ordinary Shares in Rolls-Royce Holdings’ register of members; and (iii) the Scheme becoming effective, the reduction of the nominal value of each Rolls-Royce Holdings Ordinary Share from 150 pence (or such lower nominal value as the directors of Rolls-Royce Holdings determine) to 20 pence be approved; subject to and conditional upon the Scheme becoming effective, the Rolls-Royce Group Ordinary Shares be de-listed from the Official List (as defined in the Scheme); and subject to and conditional upon the Scheme becoming effective, the rules of the Rolls-Royce Group Performance Share Plan and the Rolls- Royce plc Share Purchase Plan be amended in the manner described in paragraphs 14 and 15 of Part III of this document. By order of the Board Tim Rayner General Counsel and Company Secretary 22 March 2011 56
Notes to the Notice of Annual General Meeting Issued share capital and total voting rights As at 10 March 2011 (being the latest practicable date prior to the publication of this Notice) the issued share capital consisted of 1,872,178,430 ordinary shares of 20 pence each, 26,244,702,035 C Shares of 0.1 pence each and one Special Share of £1. At the Annual General Meeting, voting on the resolutions set out in this Notice will be by way of a poll. Holders of ordinary shares will be entitled to one vote for each ordinary share held. The Special Shareholder (as defined in the articles of association) is entitled to receive notice of and to attend and speak at any general meeting but has no right to vote at a general meeting. C Shares do not carry the right to receive notice of any general meeting of the Company nor to attend, speak or vote at any general meeting except one at which a resolution to wind up the Company is to be considered. Therefore, the total number of voting rights in the Company as at 10 March 2011 (being the latest practicable date prior to the publication of this Notice) was 1,872,178,430. Entitlement to attend and vote Pursuant to Regulation 41 of the Uncertified Securities Regulations 2001, and section 360B(2) of the Act, the Company specifies that only those shareholders registered in the register of members of the Company as at 6.00pm (BST) on Wednesday 4 May 2011 or, in the event that the Annual General Meeting is adjourned, registered in the register of members 48 hours before the time of any adjourned meeting(s), shall be entitled to attend or vote at the Annual General Meeting in respect of the number of ordinary shares registered in their name at that time. Save in relation to any adjourned meeting(s), changes to entries on the register of members of the Company after 6.00pm (BST) on Wednesday 4 May 2011 shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting. Proxies Shareholders entitled to attend and vote at the Annual General Meeting may appoint one or more proxies to attend, speak and vote at the Annual General Meeting instead of them. Appointing a proxy will not preclude shareholders from attending and voting at the Annual General Meeting if they later decide to do so. You should have received a proxy form with this Notice. You can only appoint a proxy using the procedures set out in these notes and the explanatory notes to the proxy form. A proxy need not be a shareholder of the Company but must attend the Annual General Meeting to represent you. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number of ordinary shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if the proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). You may indicate how you wish your proxy to vote by ticking the relevant boxes on the enclosed proxy form. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote or abstain from voting as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting. Voting at the Annual General Meeting On a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member entitled to vote, shall have one vote. Also, every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote. A proxy has one vote for and one vote against the resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution and the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it. On a poll, every member shall have one vote for every ordinary share of which he is the holder. Vote withheld A vote withheld option is provided to enable you to abstain on any particular resolution. It is not a vote in law, which means that the vote will not be counted in the calculation of the number of votes for or against the resolution. Multiple proxies You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different ordinary shares. You may not appoint more than one proxy to exercise rights attached to any one ordinary share. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar’s helpline on +44 (0)870 703 0162 or you may copy the enclosed proxy form. Please enter in the box next to the proxy holder’s name, the number of ordinary shares in relation to which they are authorised to act as your proxy. 57
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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 and 42: any such sale, the person so appoin
Page 43 and 44: PART V DEFINITIONS AND GLOSSARY The
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: “218 Shares not otherwise subject
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
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Scheme Circular - Rolls-Royce

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