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Rolls Royce Group plc ORD GBP0.20 – Issue of C shares / C Share Options


These Questions & Answers are aimed specifically at our underlying clients. They set out some frequently asked questions and provide brief responses.

Q. What are the terms under the Issue of C shares / C share Options?
A. Issue of C shares: You will receive 76 C shares for every ordinary share held. You then have the opportunity to redeem, reinvest the redemption funds from your C shares (CRIP) or retain your C shares for future redemption/CRIP opportunities.

• Redemption: You can elect to redeem all or some of your C shares at their nominal value of 0.1p per share.
• CRIP: You can elect to reinvest some or all of the redemption funds from your C shares into ordinary shares.
• Retain: You can elect to retain some or all of your C shares for future redemption/CRIP opportunities.

Q. What Action do I need to take?
A. You have the following options-:

• Redeem part / all of your C shares (Default)
• CRIP part / all of your C shares
• Retain part / all of your C shares

Q. How do I reply?
A. There are a number of ways that instructions can be sent-:

-Provide your instruction online by logging into your account
-Give your instructions by telephone by calling 0800 901 2911

-Give your instruction using the reply slip enclosed with your letter

Please quote corporate action reference 201202343.

Q. Will I have further opportunities to redeem my C shares?
A. If you choose to retain your C shares, the next redemption date will be in January 2013. We will write to you again nearer the time.

Q. Will I be paid dividends on my C shares?
A. Should you choose to retain your C shares, you will be entitled to receive a C share dividend, payable twice yearly.

Q. Are there any restrictions?
A. The new C shares are not listed on any stock exchange. ISA and SIPP clients cannot hold unlisted stock on their portfolio. However, if you are an ISA client and have an existing MarketMaster account, you have the option to transfer and retain your C shares on your existing MarketMaster account. Please note this option is not available for SIPP clients.

Q. When do Barclays Stockbrokers require my response?
A. To CRIP or retain your C shares we must be in receipt of your response by 26 November 2012

Q. When will I receive my redemption proceeds/new shares?
A. We are due to receive your payment on or around 4 January 2013. Stock from the CRIP is due to be received by no later than 21 January 2013 We will aim to have your payment/stock credited to your designated account within a few days of receipt.


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