Rolls-Royce Group plc ("the Company")

1 September 2008

Voting Rights and Capital

In accordance with DTR 5.6.1 of the FSA's Disclosure and Transparency Rules (DTR), the Company is required to notify the market of its total number of voting rights and capital as at the above date.

The issued share capital of the Company is comprised of the following:-

1,832,135,714 ordinary shares of 20p each with voting rights

15,389,208,687 non-cumulative redeemable convertible preference shares of 0.1p each (B Shares) with no voting rights except at any general meeting at which a resolution to wind up the Company is to be considered in which case the holders of B Shares shall have the right to attend the general meeting and shall be entitled to speak and vote only on such resolution.

None of the ordinary shares or B Shares are held in Treasury. Therefore the total number of voting rights in the Company is 1,832,135,714.

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FSA's Disclosure and Transparency Rules.

Name of contact and telephone number for queries:

Paul Davies, Deputy Company Secretary: 01332 245878

Fax number for notifications 01332 245879