13^th September 2021

ROLLS-ROYCE AGREES TO SELL STAKE IN AIRTANKER HOLDINGS TO EQUITIX INVESTMENT

MANAGEMENT LIMITED

Rolls-Royce (LSE:RR., ADR:RYCEY) announces the agreed sale of its 23.1% shareholding in AirTanker Holdings Limited to Equitix Investment Management Limited for cash proceeds of £189m, including the repayment of shareholder loans and accrued and deferred interest of approximately £47m, subject to any routine closing adjustments and before transaction costs. The transaction is expected to complete by the end of the first quarter of 2022, subject to regulatory approvals. There is no merger control condition. Proceeds will be used to reduce net debt. Remaining AirTanker shareholders have pre-emption rights over the Rolls-Royce shares and loan notes.

AirTanker Holdings Limited, a joint venture with Airbus, Babcock, and Thales, owns 14 A330-200 Voyager aircraft which are powered by Trent 772B engines, a derivative of the Trent 700 engine. The Voyager aircraft support air-to-air refuelling, air transport and ancillary services for the UK Ministry of Defence. This fleet is operated by AirTanker Services Limited, in which we will continue to be a 23.5% shareholder. We will also continue to provide servicing and maintenance for the fleet of Rolls-Royce engines that power the Voyager aircraft to support the Royal Air Force.

Tom Bell, President Rolls-Royce Defence, said: "We are honoured to power the Voyager fleet. Through our continued ownership position in AirTanker Services, the Royal Air Force can rely on us to support its mission critical operations with our Trent 700 derivative engines. The sale of our shareholding in AirTanker Holdings is another important step towards achieving our Group target to generate at least £2bn from disposals, as announced last year, to help rebuild our Group balance sheet in support of our medium-term ambition to return to an investment grade credit profile."

For further information, please contact:

Media

Hannah Wood

External Communications and Marketing Manager, Defence UK and International

Tel +44 (0)7747 203653

hannah.wood@rolls-royce.com

Investors

Isabel Green

Head of Investor Relations, Rolls-Royce plc

Tel +44 (0) 7880 160976

Isabel.Green@Rolls-Royce.com

www.rolls-royce.com

About Rolls-Royce Holdings plc

1.   Rolls-Royce pioneers the power that matters to connect, power and protect society. We have pledged to achieve net zero greenhouse gas emissions in our operations by 2030 (excluding product testing) and joined the UN Race to Zero campaign in 2020, affirming our ambition to play a fundamental role in enabling the sectors in which we operate achieve net zero carbon by 2050.

2.   Rolls-Royce has customers in more than 150 countries, comprising more than 400 airlines and leasing customers, 160 armed forces and navies, and more than 5,000 power and nuclear customers.

3.   Annual underlying revenue was £11.76 billion in 2020 and we invested £1.25 billion on research and development. We also support a global network of 28 University Technology Centres, which position Rolls-Royce engineers at the forefront of scientific research.

4.     Rolls-Royce Holdings plc is publicly traded company (LSE: RR., ADR: RYCEY, LEI: 213800EC7997ZBLZJH69)