John Rishton to retire as Chief Executive of Rolls-Royce on 2 July 2015

Derby, England, 27-4-2015 — /EuropaWire/ — Rolls-Royce announces today that John Rishton has decided to retire as Chief Executive on 2 July 2015. He will be succeeded by Warren East, whose appointment follows an extensive international search.

Warren East was CEO of ARM Holdings from 2001 to 2013. Under his leadership ARM became one of the world’s leading developers of semi-conductors with an outstanding record of innovation and a strong commitment to R&D. Warren has been a Non-Executive Director ofRolls-Royce since January 2014.

Ian Davis, Chairman of Rolls-Royce, said: “I am very pleased that Warren East will become the new Chief Executive of Rolls-Royce following John Rishton’s retirement. Warren has an outstanding record as CEO of ARM Holdings. He is an engineer by training; he has a deep understanding of technology and of developing long-term partnerships. He has proven strategic and leadership skills in a global business and a strong record of value creation.

“I and all my Board colleagues would like to thank John Rishton for his commitment and leadership. We respect his decision to retire after more than four years of dedicated service. He has led the company during a period of significant growth and transformation. During his tenure profits have increased by 69%, the order book has grown by 24% and the share price has risen 63%.”

Warren East said: “I am delighted to be appointed as Chief Executive of Rolls-Royce. It is well positioned in growth markets, with world class engineering skills and a proud record of innovation and delivery. I have a strong desire to return to an executive position with the energy and enthusiasm a role like this demands. The markets which Rolls-Royce serves and the technology it deploys are fascinating. This is a wonderful opportunity and I am very much looking forward to leading this remarkable company.”

John Rishton, CEO, said “After 14 years as a CEO and CFO I have decided it is time for a change in lifestyle. We have made good progress transforming Rolls-Royce and have a strong team in place. While there is clearly more to do, the company is better placed to face the future. I am sure Warren will lead the business successfully through the next phase and I wish him and everyone at Rolls-Royce well.”

As well as being a Non-Executive Director of Rolls-Royce, Warren East serves as a Non-Executive Director on the Boards of BT, De La Rue, Dyson, Micron Inc. and Digital Catapult. His intention is to stand down from all but one of his current roles as a Non-Executive Director, in line with Rolls-Royce company policy

About Rolls-Royce Holdings plc

1. The following information is provided in relation to John Rishton’s retirement, in accordance with section 430(2B) of the Companies Act 2006.John will be treated as an ‘eligible leaver’ under the Group’s incentive arrangements.
   Annual Performance Related Award (‘APRA’): For the 2013 APRA year John will be entitled to 33,490 shares (plus an uplift from the c-shares) which will be released to him following his retirement at the beginning of July 2015. No bonus was paid in respect of the 2014 APRA year and therefore no entitlement to shares arises on his retirement. John will not participate in the 2015 APRA in accordance with the rules of the scheme.Performance Share Plan (‘PSP’): Awards made in 2013 and 2014 of 108,470 and 112,768 shares respectively are subject to performance targets and any vesting will be time-apportioned for the period that he was employed by the Group.ShareSave: In accordance with the ShareSave rules he will be entitled to exercise options under the HMRC approved Rolls-Royce ShareSave plan for a period up to six months after the date he leaves the Company, the options will be pro-rated to the date of exercise.

   Pension: John participates in one of the Group’s UK defined contribution pension schemes and he will receive a pension in accordance with the rules of that scheme.

   No further payments are payable to John on his retirement. All payments are in line with the Company’s Remuneration Policy (which was approved by shareholders at the 2014 AGM).

2. Full details of Warren East’s remuneration will be included in the 2015 Remuneration Report, however, the key elements are as follows:
   • On appointment Warren’s annual base salary will be £925,000.
   • He will receive a pension allowance of 25% of salary.
   • He will be eligible to participate in APRA up to a maximum of 180% of salary per annum and in the PSP up to a maximum of 180% of salary.
   • Benefits will be in line with or below those currently received by John Rishton.

   Overall, Warren’s remuneration is in line with the Company’s Remuneration Policy.

3. John Rishton will retire from the Board and as Chief Executive on 2 July 2015.
4. John Rishton started as Chief Executive on 1 April, 2011. The following figures show the progression from the 2010 full-year results to the 2014 full-year results for Order Book, Underlying Revenue, Underlying Profit before Tax and Payments to Shareholders. TheRolls-Royce share price and the FTSE100 are shown between 1 April 2011 and 21 April 2015.