17 March 2022

Rolls-Royce Holdings plc

Annual Report 2021, Annual General Meeting 2022 and General Meeting of C Shareholders

Rolls-Royce Holdings plc (the Company) announces that it has today published its Annual Report for the year ended 31 December 2021 (Annual Report 2021).

The Company also announces that it has today posted to shareholders the Notice of Annual General Meeting (AGM) to be held at 11.00am on Thursday 12 May 2022 at the Rolls-Royce Flight Operations Centre, 4 Vanguard Road, East Midlands Airport, Derby, DE74 2SA and the Notice of General Meeting of C Shareholders to be held at 12 noon, or, if later, immediately after the conclusion of the AGM on Thursday 12 May 2022 at the Rolls-Royce Flight Operations Centre (together the Meetings).

In accordance with Listing Rule 9.6.1, copies of the following documents have been submitted to the Financial Conduct Authority and will shortly be available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:

-     Annual Report 2021;

-     Notice of Annual General Meeting 2022 and associated Proxy Form;

-     Notice of General Meeting of C Shareholders and associated Proxy Form; and

-     Combined Proxy Form for the Meetings.

The above documents are also available at www.rolls-royce.com

This information should be read in conjunction with the Company's preliminary results announcement. A condensed set of the Company's financial statements, information on important events that have occurred during the financial year and their impact on the financial statements and the Company's principal risks were included in the preliminary results announcement released on 24 February 2022. That information, together with the information set out below in the appendix, which is extracted from the Annual Report 2021, is provided in accordance with the Disclosure and Transparency Rule (DTR) 6.3.5R, which requires it to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the full Annual Report 2021. Page and note references in the text below refer to page numbers and note numbers in the Annual Report 2021. 

Enquiries:

Investor Relations:

Isabel Green     +44 7880 160976

Media:

Richard Wray   +44 7810 850055

Rolls-Royce Holdings plc LEI: 213800EC7997ZBLZJH69

Appendix

Statement of Directors' responsibilities in respect of the Financial Statements

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group Financial Statements in accordance with UK-adopted international accounting standards and the Company Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Reduced Disclosure Framework, and applicable law).

Under company law, Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.

In preparing the Financial Statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting standards have been followed for the Group Financial Statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company Financial Statements, subject to any material departures disclosed and explained in the Financial Statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements and the Directors' Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' confirmations

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's and Company's position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Directors' Report confirm that, to the best of their knowledge:

• the Group Financial Statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group;
• the Company Financial Statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the Company; and
• the Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors' Report is approved:

• so far as the Director is aware, there is no relevant audit information of which the Group's and Company's auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group's and Company's auditors are aware of that information.

By order of the Board

Pamela Coles

Chief Governance Officer

24 February 2022

Related party transactions

¹ Sales of goods and services to joint ventures and associates and purchases of goods and services from joint ventures and associates are included at the average exchange rate, consistent with the statutory income statement.

Included in sales of goods and services to joint ventures and associates are sales of spare engines amounting to £157m (2020: £102m). Profit recognised in the year on such sales amounted to £47m (2020: £91m), including profit on current year sales and recognition of profit deferred on similar sales in previous years. Cash receipts relating to the sale of spare engines amounted to £181m (2020: £193m).

The aggregated balances with joint ventures are shown in notes 14 and 19. Transactions with Group pension schemes are shown in note 22.

In the course of normal operations, related party transactions entered into by the Group have been contracted on an arm's-length basis.

Key management personnel are deemed to be the Directors (pages 71 to 73) and the members of the Executive Team (described on page 70). Remuneration for key management personnel is shown below:

More detailed information regarding the Directors' remuneration, shareholdings, pension entitlements, share options and other long-term incentive plans is shown in the Directors' Remuneration Report on pages 87 to 104. The charge for share-based payments above is based on when the award is charged to the income statement in accordance with IFRS 2 Share-Based Payments, rather than when the shares vest, which is the basis used in the Directors' Remuneration Report.