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Form of Proxy

ROLLS-ROYCE HOLDINGS PLC

Notes

No. Proposition For Against Abstain
1

TO RECEIVE THE COMPANYS ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED31 DECEMBER 2025

2

TO APPROVE THE DIRECTORS REMUNERATION POLICY SET OUT ON PAGES 88 TO 99 OF THE ANNUAL REPORT2025 TO TAKE EFFECT FROM THE CONCLUSION OF THE AGM

3

TO APPROVE THE DIRECTORS REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2025

4

TO DECLARE A FINAL DIVIDEND OF 5.0PENCE PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 DECEMBER2025

5

TO RE-ELECT DAME ANITA FRE WAS A DIRECTOR OF THE COMPANY

6

TO RE-ELECT TUFAN ERGINBILGIC AS A DIRECTOR OF THE COMPANY

7

TO RE-ELECT HELEN MCCABE AS A DIRECTOR OF THE COMPANY

8

TO RE-ELECT GEORGE CULMER AS A DIRECTOR OF THE COMPANY

9

TO RE-ELECT BIRGIT BEHRENDT AS A DIRECTOR OF THE COMPANY

10

TO RE-ELECT STUART BRADIE AS A DIRECTOR OF THE COMPANY

11

TO RE-ELECT LORD JITESH GADHIA AS A DIRECTOR OF THE COMPANY

12

TO RE-ELECT BEVERLY GOULET AS A DIRECTOR OF THE COMPANY

13

TO RE-ELECT NICK LUFF AS A DIRECTOR OF THE COMPANY

14

TO RE-ELECT WENDY MARS AS A DIRECTOR OF THE COMPANY

15

TO RE-ELECT PAULO CESAR SILVA AS A DIRECTOR OF THE COMPANY

16

TO RE-ELECT DAME ANGELA STRANK AS A DIRECTOR OF THE COMPANY

17

TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE COMPANYS AUDITOR

18

TO AUTHORISE THE AUDIT COMMITTEE ON BEHALF OF THE BOARD TO SET THE AUDITORS REMUNERATION

19

TO AUTHORISE POLITICAL DONATIONS AND POLITICAL EXPENDITURE

20

TO AUTHORISE THE DIRECTORS TO ALLOT SHARES

21

TO DISAPPLY PRE-EMPTION RIGHTS

22

TO FURTHER DISAPPLY PRE-EMPTION RIGHTS FOR ACQUISITIONS OR SPECIFIED CAPITAL INVESTMENTS

23

TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES