10 May 2023

Rolls-Royce Holdings plc

DIRECTOR APPOINTMENT, DIRECTORATE CHANGE, WITHDRAWAL OF AGM RESOLUTION AND CHANGES TO COMMITTEE STRUCTURE

Rolls-Royce Holdings (the Company) (LSE: RR., ADR: RYCEY) is pleased to announce that it will appoint Stuart Bradie as a Non-Executive Director with effect from the conclusion of the AGM on 11 May 2023. On joining the Board, Stuart will be appointed to the Nominations, Culture & Governance Committee and the Safety, Energy & Tech Committee.

Stuart is currently CEO of KBR, the US listed engineering and technical government services company.   An engineer at heart, he has over 25 years' experience leading global, technically oriented businesses and has strong project management credentials.

Dame Anita Frew said: "I am delighted to welcome Stuart to our Board. He brings an outstanding track record in driving strategic transformation and cultural change in international engineering businesses and will be a terrific addition to the Board." 

Stuart Bradie added: "I am delighted to be joining the Rolls-Royce Board. I am looking forward to contributing to the Rolls-Royce journey at a time of significant change and opportunity."

In accordance with the Listing Rules, in respect of Stuart Bradie, there are no additional matters that would require disclosure under 9.6.13R of the Listing Rules of the UK Financial Conduct Authority in respect of his appointment.

The Company also announces that Sir Kevin Smith, a Non-Executive Director of the Company, will step down from the Board having served almost eight years. Dame Anita Frew, Chair, said: "I would like to thank Sir Kevin for his commitment and outstanding contribution to the Board during his tenure as a Non-Executive Director. He has provided significant guidance and insight as a Non-Executive Director and in his role as Chair of the Science & Technology Committee while also acting as Senior Independent Director until last year.  He led the Chair succession process and has been instrumental in the CEO transition.  We wish him well for the future".

As a result, Sir Kevin Smith will not be standing for re-election at the Company's Annual General Meeting (AGM) to be held on Thursday, 11 May 2023. As the Company's AGM Notice has already been issued, the Company confirms that the resolution to re-elect Sir Kevin Smith as a Non-Executive Director of the Company (Resolution 12) is now withdrawn.

The withdrawal of Resolution 12 does not otherwise affect the validity of the Notice of Meeting, the proxy form or any proxy votes already submitted on other proposed resolutions. The numbering of all other proposed resolutions at the AGM will remain unchanged.

This announcement is made in compliance with the Company's obligations under Listing Rule 9.6.11.

Finally, the Company announces that, following a review of its Board and Executive committee structure, a new committee of the Board, the Safety, Energy & Tech Committee, is being created with effect from the conclusion of the AGM to focus on safety, the energy transition agenda and provide oversight and assurance of the Company's scientific and technological strategy, processes and investments. This Committee will be chaired by Wendy Mars, Non-Executive Director. In addition, we have widened the remit of our Nominations & Governance Committee to focus also on ethics and culture and we have renamed this the Nominations, Culture & Governance Committee. Dame Anita Frew will continue to chair this Committee. With these changes, the last meetings of the Company's Safety, Ethics & Sustainability Committee and the Science & Technology Committee were held in February this year.

For further information please contact:

Pamela Coles, Chief Governance Officer

governanceteam@rolls-royce.com

Rolls-Royce Holdings plc LEI: 213800EC7997ZBLZJH69