24 February 2022

CEO AND BOARD SUCCESSION

Rolls-Royce (LSE:RR., ADR:RYCEY) announces that Warren East, Chief Executive, has decided to step down at the end of 2022, after nine years on the Board and almost eight years as CEO. As a result, the Board will now launch a thorough and extensive search for his successor.

Anita Frew, Chair, said: "Warren is an exceptional leader and has set a pioneering vision and strategic direction for Rolls-Royce to lead the transition to net zero across our markets. He has shown incredible tenacity, steering the Group through unprecedented times, and driven substantial cultural change throughout the organisation. He has a real passion for the business which engenders pride in our people and confidence among our stakeholders. He has led Rolls-Royce to a point where we have substantially delivered on our recent commitments to investors and are now firmly set on the path to a more prosperous and sustainable future. We are now running an open and transparent process to find his successor and ensure a smooth transition. I know that during this time, Warren will continue to lead Rolls-Royce with all the dedication he has shown throughout his tenure."

Warren East, CEO, said: "It is a privilege to lead Rolls-Royce - it's a job which I thoroughly enjoy. There have been challenges, but we have built on the cultural and organisational improvements we have made to work through them, deliver on our commitments and create a better business. We have simplified the Group, fundamentally improved our underlying operations and driven long-term change. Rolls-Royce is a dramatically different business today: a leading industrial technology company that is not only addressing the energy transition but embracing the opportunity it presents to generate substantial business growth, including through the creation and nurturing of new businesses with very significant potential. With the advances we have made, the momentum and energy we have shown and our firmer financial foundations, this is the right moment to look to the future. I am thoroughly committed to leading this business while we work towards a smooth leadership transition. The passion and skills of our people, the strength of our technologies and the depth of our relationships, give Rolls-Royce tremendous opportunities to pioneer the vital solutions our planet needs to create a net zero carbon future. This is the biggest technological shift for the Group since the arrival of the jet engine."

Non-Executive Director changes

Over the last year we have strengthened the Board's skills and experience in aerospace, engineering, operations, technology and digital transformation, with the appointments of Paul Adams, Mike Manley and Wendy Mars as Non-Executive Directors.

During 2022, we will see two further departures from the Board. Lee Hsien Yang will have completed his nine-year term of office at the end of 2022. In addition, Irene Dorner has indicated her intention to step down and will not be standing for re-election at this year's Annual General Meeting on 12 May. Irene is currently Chair of the Remuneration Committee and Employee Champion. Irene has been a valued member of the Board, a thoughtful Chair of the Remuneration Committee through some challenging periods for the Group and a very engaged Employee Champion, ensuring the voice of the employee is heard in the boardroom. The Board would like to thank her for her dedication during her time with Rolls-Royce.

As a result, we are strengthening the Board's international, geopolitical and remuneration experience and we are pleased to announce the appointment of Jitesh Gadhia, who will join the Board on 1 April 2022. Upon his appointment to the Board, Jitesh will become a member of the Nominations & Governance and Remuneration Committees. He will Chair the Remuneration Committee from the conclusion of this year's AGM. Jitesh has extensive experience of a wide range of industries and partnership structures from his time as an executive in the banking and private equity sector; where he held senior roles at Blackstone, Barclays Capital and ABN AMRO. He is a member of the UK-India Advisory Council and also a trustee and chair elect of the British Asian Trust, which tackles poverty, inequality and development challenges in South Asia through the use of social finance products.

Jitesh is a non-executive director of Taylor Wimpey plc, where he has been a member of the remuneration committee since March 2021; a non-executive director of Compare the Market Limited, where he chairs the remuneration committee; and a non-executive director of Accord Healthcare Limited. He is also an HM Treasury appointment to the Board of UK Government Investments Limited. There are no matters that would require disclosure under 9.6.13R of the Listing Rules of the UK Financial Conduct Authority in respect of the appointment of Jitesh.

Sir Kevin Smith currently serves as Senior Independent Director and Chair of the Science & Technology Committee, in addition to bringing valuable engineering expertise. Now in his seventh year on the Board, Sir Kevin has indicated his wish to relinquish both his Senior Independent Director and Committee Chair responsibilities. With effect from the conclusion of this year's AGM, George Culmer will be appointed Senior Independent Director and Paul Adams will be appointed Chair of the Science & Technology Committee. George is an experienced senior independent director and chair with strong links with institutional investors and other stakeholders. Paul brings to the Science & Technology Committee his extensive aerospace and engineering expertise.

This announcement has been determined to contain inside information.

Officer responsible for making the notification:

Pamela Coles

Chief Governance Officer

For further information, please contact:

Media

Richard Wray

Director of External Communications & Brand, Rolls-Royce plc

Tel +44 (0) 7810 850055

Richard.Wray@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 £10.95 billion in 2021, underlying operating profit was £414m and we invested £1.18 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)