For filings with the FSA include the
annex
For filings with issuer exclude the
annex
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying Rolls-Royce Group plc
issuer
of existing shares to which voting rights
are
attached: ii
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which
may result in the acquisition of shares already issued to which voting
rights are attached
An acquisition or disposal of instruments with similar economic effect
to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please
specify):
3. Full name of person(s) subject to AXA S.A and its group of companies.
the
notification obligation: iii
4. Full name of shareholder(s)
(if different from 3.):iv
5. Date of the transaction and date 10 January 2010
on
which the threshold is crossed or
reached: v
6. Date on which issuer notified: 11 January 2010
7. Threshold(s) that is/are crossed 5%
or
reached: vi, vii
8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of Situation previous Resulting situation after the triggering
shares to the triggering transaction
transaction
if possible Number Number Number Number of voting % of voting rights
using of of of shares rights x
the ISIN CODE Shares Voting
Rights Direct Direct xi Indirect Direct Indirect
xii
GB0032836487 94,224,092 94,224,092 2,489,104 2,489,104 88,382,107 0.13 4.77%
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date xiii Conversion Period rights that may be rights
xiv acquired if the
instrument is
exercised/
converted.
C: Financial Instruments with similar economic effect to Qualifying Financial
Instruments xv, xvi
Resulting situation after the triggering transaction
Type of Exercise Expiration Exercise/ Number of voting % of voting
financial price date xvii Conversion rights instrument rights xix, xx
instrument period refers to
xviii
Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
90,871,211 4.90%
9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
Alliance Bernstein 906,300 0.04888%
Direct
Alliance Capital Management 1,180,300 0.06366%
Direct
AXA Colonia Konzern 10,000 0.00054%
Direct
AXA Financial, Inc 79,781,920 4.30303%
Indirect
AXA IM UK 386,504 0.02084%
Direct
AXA IM UK 8,582,187 0.46287%
Indirect
AXA Rosenberg 24,000 0.00129%
Indirect
Total Direct 2,483,104 0.13393%
Total Indirect 88,388,107 4.76720%
Total 90,871,211 4.90113%
Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will
cease
to hold:
12. Date on which proxy holder will cease to hold
voting rights:
13. Additional information:
14. Contact name: Kyere Tabiri
15. Contact telephone number: +44 207 003 1510
Note: Annex should only be submitted to the FSA not the issuer
Annex: Notification of major interests in sharesxxii
A: Identity of the persons or legal entity subject to the notification
obligation
Full name
(including legal form of legal
entities)
Contact address
(registered office for legal entities)
Phone number & email
Other useful information
(at least legal representative for
legal persons)
B: Identity of the notifier, if applicable
Full name
Contact address
Phone number & email
Other useful information
(e.g. functional relationship with the
person or legal entity subject to the
notification obligation)
C: Additional information
For notes on how to complete form TR-1 please see the FSA website.