Your Shares: Gifted is unlocking on 12 September 2025

12 September 2025

When you were given Your Shares: Gifted, you didn't receive these shares immediately. Instead, you were given what's called an Award. This is a conditional right to receive 150 Rolls Royce shares in the future, provided you stayed in continuous employment with Rolls-Royce until 12 September 2025.

If you meet that condition, then on 12 September 2025 your shares will unlock and become yours. In simple terms, unlocking means that the shares are officially transferred to you.

In most locations some of the shares will be sold to cover estimated tax and social security liabilities. However, in Germany we are about to take advantage of some specific tax rules which means that there will be no income tax or social security payable on your shares when they unlock, up to a maximum value of EUR 2000 per calendar year. Please note that the value of the salary sacrifice any investment shares are purchased from via Your Shares: Matched in 2025 also counts towards the EUR 2000 maximum for 2025.

This will mean that you will receive 150 shares when the shares unlock on 12 September. If you are participating in Your Shares: Matched, you will automatically be taxed if your investment takes you over the combined EUR 2000 limit during 2025.

The value of your unlocked shares will depend on the Rolls-Royce share price at the time they unlock.

You'll receive 150 shares, so to estimate their value, multiply the current share price by 150.

For example, if the share price is £9.50, your shares would be worth £1,425.00 (£9.50 x 150 shares).

The value of Rolls-Royce shares is decided by the stock market, and how much investors are willing to buy or sell our shares for. Our share price can go up or down based on various internal and external factors, including:

• Company performance and expectations of future profits
• What's going on in the industries in which we operate
• Market conditions
• The global economy.

It's normal to see small variations in share prices throughout the day, and sometimes larger variations over time. You can find our current share price on rolls-royce.com.

Good News! In Germany we will take advantage of some specific tax legislation which means that there will be no income tax or social security payable on your shares when they unlock, up to a maximum value of EUR 2000. Please note that the value of the salary sacrifice any investment shares are purchased from via Your Shares: Matched in 2025 also counts towards the EUR 2000 maximum for 2025.

Once the shares unlock, you can choose to:

• Keep all of your shares: Your 150 shares will be transferred to your Equiniti account
• Sell your shares: All funds will be transferred to your nominated bank account.

Make sure you thoroughly read this Q&A so that you understand the options available and their implications before you make your decision.

Please note that if you wish to transfer your shares to a personal brokerage account you'll first need to transfer your shares to your Equiniti account, and then instruct a transfer to your broker. See section 11 transferring your shares for more details.

Share price risk: there is a risk that Share price may fall or rise in value. This means there is a risk that the value of the shares may fall in the future, so that they are worth less than they are worth when the shares unlock. Many things impact the price of shares, including the external market and business performance. More information in relation to the Company, including its share price, can be found at rolls-royce.com.

Currency risk and delays: the value of the Shares to you may also be affected by movements in the foreign exchange rates.

Once your shares unlock, you fully own them and become a Rolls-Royce shareholder, with all the benefits that come with owning a part of the company.

Becoming a shareholder means you can:

• See the value of your shares change as our share price changes.
• Receive a portion of any profits Rolls-Royce pays to its shareholders as dividends   these will be reinvested for you as further shares.
• Have the right to vote on key company decisions at our general meetings.
• Sell some or all your shares whenever you wish to do so.

In Germany we will take advantage of some special tax rules, which means that so long as the combined value of your unlocked Gifted shares and any investment into Your Shares: Matched does not exceed EUR 2000* in 2025, Your Shares: Gifted will be free from tax and social security.

If you file an annual tax return, you'll need to report the value of your income which was exempt from tax in Appendix N of your income tax return (“Anlage N”), line 22 (reading “tax exempt compensation / income” (“Steuerfreie Aufwandsentschädigungen / Einnahmen”)). This will be done by inserting the type of employment and the value of the tax-exempt benefit. In the case of Your Shares: Gifted this will be the value of the shares when they unlock (up to a maximum tax-free threshold of EUR 2000 per year). Please note that the value of any investment shares that you purchase via Your Shares: Matched in 2025 counts towards the EUR 2000 maximum for 2025. You'll be able to find this information in your Equiniti account. If you don't file an annual tax return you will not have to file one because you participate in this plan.

You'll be also responsible for reporting and paying any income and capital gains tax on dividends and on the sale of shares. Please not that this obligation also applies to dividends that are reinvested in shares.

Please have a closer look to our tax guide for Germany in the 'Resources' section for further details.

In Germany we will take advantage of some special tax rules, which means that so long as the combined value of your unlocked Gifted shares and any investment into Your Shares: Matched does not exceed EUR 2000* in 2025,Your Shares: Gifted will be free from tax and social security.

If you file an annual tax return, you'll need to report the value of your income which was exempt from tax in Appendix N of your income tax return (“Anlage N”), line 22 (reading “tax exempt compensation / income” (“Steuerfreie Aufwandsentschädigungen / Einnahmen”)). This will be done by inserting the type of employment and the value of the tax-exempt benefit. In the case of Your Shares: Gifted this will be the value of the shares when they unlock (up to a maximum tax-free threshold of EUR 2000 per year). Please note that also the value of the investment shares once you purchase them from Your Shares: Matched count into the EUR 2000 in this year. You'll be able to find this information in your Equiniti account. If you don't file an annual tax return you will not have to file one because you participate in this plan.

Once any income tax and social security taxes have been settled following the sale of your shares, there will be no ongoing tax reporting obligations that may otherwise arise if you chose to keep then and then sell them in the future at a higher price.

Please have a closer look to our tax guide for Germany in the 'Resources' section for further details.

Like all shares traded on the stock exchange, Rolls-Royce shares can go up or down in value, and sometimes even within the same day. Their price can be influenced by a range of factors, including:

• How Rolls-Royce performs as a business
• The strength of the global economy
• Movements in financial markets

This means there's a possibility that the value of your shares could fall after they unlock.

You'll find lots of information on this Hub so you can make the right decision for you. If you can't find the answer to a specific question here, please raise a query in the 'Support' section.

Please note that we're not able to offer personal financial advice. If you're unsure about what to do with your unlocked shares, it's a good idea to speak to a professional financial and/or tax advisor.

You can register your decision on the Equiniti Portal from 9am UK time on 17 July until midnight UK time on 14 August. If you haven't instructed your decision by midnight on 14 August the default option will apply, and you'll keep your shares (see question 3.6).

If you require clearance to deal or are subject to the Closed Period List then see question 4.5 for additional information relating to timings which apply to you.

If you wish to keep your shares once they have unlocked there is no action for you – this is the default option.

If you wish to sell your shares once they unlock, you'll need to register your decision on your Equiniti account. To do this go to the 'Your Account' section of this site, and access your Equiniti account using the single sign on link. If you haven't activated your account previously you'll need to do this (see the 'Equiniti Share Account Registration How-to guide' in the 'Resources' section of the Hub for details of how to register).

Once you've logged on, go to 'Your Shares: Gifted and Matched', and then 'Your Shares: Gifted – unlocking' which you'll see on the left hand side. From here you'll need to click the 'enter' button, and then 'sell all' and then 'confirm'.

You can find this on communications sent to you about Your Shares: Gifted and Your Shares: Matched. If you cannot locate this please contact the Equiniti helpline on +44 (0)333 207 6388.

Please enter your bank details in your Equiniti account so that you can receive the proceeds from share sales directly into the account you have specified. To do this, go to your Equiniti account under 'Your shares: Gifted and matched' and click on your name in the top right-hand corner. Then click on the 'Financial' tab. Here you can enter a private bank account under 'Add account'.

If you are on the Clearance Required or Closed Period List, remember that we are in a closed period from 30 June 2025 until the release of our half year results, scheduled for 31 July 2025 and you must not make an instruction to sell your shares during this period.

For those on the Closed Period List, you will be notified as soon as the closed period ends, and you will then be able to make your instruction without the need to seek clearance.

For those on the Clearance Required List, you must always submit a clearance to deal request through the Insidertrack app or web portal prior to making an instruction or any other form of dealing in Rolls-Royce shares. If you have any queries regarding clearance to deal, please contact GovernanceTeam@rolls-royce.com.

01:00 a.m. on the 15th of August 2025 (German time).

If you take no action the default option will be for you to keep your shares. Where applicable some of your shares will be sold to cover your estimated taxes and any applicable fees, and the remainder will transfer to your Equiniti account.

If you wish to transfer your shares to a personal brokerage account you'll first of all need to transfer them to your Equiniti account when they unlock. You can then sell your shares or instruct the transfer to a private brokerage – see section 11 for more details.

See question 3.4.

Once approved, your shares will be credited to your account within two business days.

Yes. If you sell your shares when they unlock the costs are taken from the sale amount, meaning you'll receive the value of the shares you've sold, minus any costs. The fees are:

• 0.2% commission, minimum of £12.50
• £10 to transfer to a non-UK bank account
• 1.5% foreign currency conversion fee

Any fees associated with the sale or transfer of shares are payable to Equiniti. Rolls-Royce does not take any fees from colleagues in connection with these.

You may also be liable for taxes, depending on where you live and your personal circumstances. See section '7. Tax' for more information.

On the date that the shares unlock, 12 September 2025, all of your shares will be sold. Depending on trading conditions then the sale process may take more than one business day. The trade will settle three business days after the shares are sold. Please then allow 3-5 business days for UK payments, or 7-10 business days for overseas payments for the proceeds to reach your account.

Remember that to ensure that the funds minus any fees from the sale of shares reach you, you need to add your bank details to the Equiniti portal.

If you are on the Clearance Required or Closed Period List, remember that we are in a closed period from 30 June 2025 until the release of our half year results, scheduled for 31 July 2025 and you must not make an instruction to sell your shares during this period.

For those on the Closed Period List, you will be notified as soon as the closed period ends, and you will then be able to make your instruction without the need to seek clearance.

For those on the Clearance Required List, you must always submit a clearance to deal request through the Insidertrack app or web portal prior to making an instruction or any other form of dealing in Rolls-Royce shares. If you have any queries regarding clearance to deal, please contact GovernanceTeam@rolls-royce.com.

Good News! In Germany we will take advantage of some specific tax legislation which means that there will be no income tax or social security payable on Your Shares: Gifted when they unlock, up to a maximum value of EUR 2000 per calendar year. Please note that the value of the salary sacrifice any investment shares are purchased from via Your Shares: Matched in 2025 also counts towards the EUR 2000 maximum for 2025.

If the maximum of EUR 2.000 is exceeded by the unlocking of Your Shares: Gifted and your participation in Your Shares: Matched, the value exceeding this amount will be taxed and social security contributions will be made via your payroll.

This will mean that you will receive 150 shares when the shares unlock on 12 September. If you are also participating in Your Shares: Matched, you will automatically be taxed via your local payroll if your investment takes you over the combined EUR 2000 limit during 2025.

Please have a closer look to our tax guide for Germany in the 'Resources' section for further details.

Good News! In Germany we will take advantage of some specific tax legislation which means that there will be no income tax or social security payable on Your Shares: Gifted when they unlock, up to a maximum value of EUR 2000 per calendar year. Please note that the value of the salary sacrifice any investment shares are purchased from via Your Shares: Matched in 2025 also counts towards the EUR 2000 maximum for 2025.

If the maximum of EUR 2.000 is exceeded by the unlocking of Your Shares: Gifted and your participation in Your Shares: Matched, the value exceeding this amount will be taxed and social security contributions will be made via your payroll.

If you keep Rolls-Royce shares and sell them in the future for a higher market price, making a profit, you may need to pay tax on any gain you make. You'll find more details about tax in the Employee Tax Sheet under the 'Resources' section. You'll be able to find information related to the price of your shares when they are unlocked / sold on your Equiniti account after the shares have been sold.

Please remember that neither Rolls-Royce nor Equiniti are allowed to give you financial advice, so if you need any advice on your tax position or any local requirements, you should seek independent regulated professional advice.

In Germany, if you file an annual tax return, you'll need to report the value of your income which was exempt from tax in Appendix N of your income tax return (“Anlage N”), line 22 (reading “tax exempt compensation / income” (“Steuerfreie Aufwandsentschädigungen / Einnahmen”)). This will be done by inserting the type of employment and the value of the tax-exempt benefit. In the case of Your Shares: Gifted this will be the value of the shares when they unlock (up to a maximum tax-free threshold of EUR 2000 per year). Please note that the value of any investment shares that you purchase via Your Shares: Matched in 2025 counts towards the EUR 2000 maximum for 2025. You'll be able to find this information in your Equiniti account. If you don't file an annual tax return you will not have to file one because you participate in this plan. You'll be also responsible for reporting and paying any income and captial gains tax on dividends and on the sale of shares. Please not that this obligation also applies to dividends that are reinvested in shares.

You can view the share price of shares sold on the Equiniti Portal by accessing the 'Sales' section and then the 'History' tab.

This will be visible on your Equiniti account under 'transactions'.

Tax is complex and personal. If after having checked all answers in this Tax section as well as reading your country tax guide in the 'Resources' section of the Hub, you still have concerns about tax, you should contact a qualified tax advisor.

You can view your shares in your Equiniti account at any time. You'll be able to see how many shares you have and their estimated current worth. Go to the 'Accessing your shares' section of Your Shares: Hub to find out how to access your account.

You'll receive updates and notifications from Equiniti by email or through their portal. To make sure you get these updates, keep your contact details up to date on the portal. Please also make sure to add your private email address as a CC email address in your Equiniti account in addition to your business email address. You can do this by clicking on your name in the top right-hand corner of your Equiniti account under 'Your shares: Gifted and Matched' and then going to the 'Account' tab. There, after clicking on the edit icon to the right of 'Account Info', you can enter a private email address under 'CC email address' and then click on 'Submit'.

Yes – see section 9 for details on how to sell your shares, and section 11 for details on how to transfer to a broker.

Please note the tax specific regulations when transferring the shares to another broker outside the UK. You will some more general information in section 11 and more ordered in our Tax Guide for Germany in the 'Resources' section.

There's no time limit. Once your shares unlock, they're yours to keep for as long as you wish so long as you remain an employee of Rolls-Royce. As long as you keep them, you'll continue to enjoy the benefits of being a Rolls-Royce shareholder.

To find out what happens when you leave see section 13 – Leaving Rolls-Royce.

To sell your shares you'll need to log on to your account – you can access this via the 'Your Account' section of this site.

You'll then need to go to 'Your Shares: Gifted and Matched', and

• From the Dashboard screen, click 'Portfolio' and select 'Request sale of shares'
• You'll then be taken to the 'Transaction Request' screen
• If you haven't already added bank details to your account, you'll see a link under the 'bank details' section, requesting that you 'click here'. Follow the link to add your bank details
• Once your bank details have been added go back to the 'Transaction Request' screen, where you'll be asked to confirm the number of shares you wish to sell
• Once you've decided on the number of shares to sell, add this to the box and click 'place order'
• Finally, you'll be taken to a screen where you'll be provided with a quote for the sale of your shares. So long as you press the 'confirm' button within the time limit shown on the screen you'll be guaranteed to receive the price shown on the screen

Please enter your bank details in your Equiniti account so that you can receive the proceeds from share sales directly into the account you have specified. To do this, go to your Equiniti account under “Your shares: Gifted and matched” and click on your name in the top right-hand corner. Then click on the 'Financial' tab. Here you can enter a private bank account under 'Add account'.

Yes. If you sell your shares when they unlock the costs are taken from the sale amount, meaning you'll receive the value of the shares you've sold, minus any costs. The fees are:

• 0.2% commission, minimum of £12.50
• £10 to transfer to a non-UK bank account
• 1.5% foreign currency conversion fee

Any fees associated with the sale or transfer of shares are payable to Equiniti. Rolls-Royce does not take any fees from colleagues in connection with these.

If you need clearance to deal don't forget to submit an clearance to deal request through the Insidertrack app or web portal.

If you have any queries regarding clearance to deal, please contact GovernanceTeam@rolls-royce.com.

When you sell your shares, it needs to be in line with our Dealing in Securities Policy.

Any local reporting obligations will depend on your personal situation and your local country requirements. For more detailed information about the tax and reporting rules in your country, see your country tax guide in the 'Resources' section. These will help you understand your country's tax requirements and your personal tax obligations.

Please remember that neither Rolls-Royce nor Equiniti are allowed to give you financial advice, so if you need any advice on your tax position or any local requirements, you should seek independent regulated professional advice.

If the value of the shares increases between when your shares unlock and when you choose to sell them, then Capital Gains Tax (and / or other applicable local taxes) may be due on the difference between the value when they were purchased / when they unlock and the value when you sell them. You'll be able to find information related to the price of your shares when they are unlocked / sold on your Equiniti account after the shares have been sold.

Please visit your country tax guide in the 'Resources' section of the Hub for more information about taxes and your obligations.

The rules in relation to Capital Gains Tax vary from country to country. Please visit your country tax guide in the 'Resources' section of the Hub for more information about taxes and your obligations.

You'll be able to find all of the information you need in order to calculate any local CGT liability in your Equiniti account – you will be able to access this in the left hand menu of your account. This will include a schedule of sale information (including the number of shares sold, the sale price, any associated fees, and the FX rate).

You can view the share price of shares sold on the Equiniti Portal by accessing the 'Sales' section and then the 'History' tab.

This will be visible on your Equiniti account under 'transactions'.

Tax is complex and personal. If after having checked all answers in this Tax section as well as reading your country tax guide in the 'Resources' section of the Hub, you still have concerns about tax, you should contact a qualified tax advisor.

For more detailed information about the tax position in your country, including how dividends are taxed, see your country tax guide in the 'Resources' section of the Hub. There could be future changes in country laws, which could impact or change the reporting requirements you may have.

Yes, you can transfer any unlinked investment or unlocked matching shares into a different brokerage account at any time. You should first check that your preferred bank or broker are able to receive your shares from Equiniti.

The process is two way – you need to instruct Equiniti to transfer the shares. Equiniti will then contact the broker that you want to transfer the shares to, and they must be ready to receive them. To do this you'll need to complete the relevant Share Transfer Request Form, which is available on the Equiniti Portal, and send it by email (using the email address that Equiniti hold for you in your account) to gsppqueries@equiniti.com. You'll need to include:

• Number of shares to transfer
• Confirmation of your full name on your broker account (this must match your name in your Equiniti account)
• Confirmation of your Equiniti ID, full home address and e-mail address
• Details of the bank/broker/custodian to which you want to transfer your shares, including:
  • Their full name and address
  • Their CREST participant ID and member account
  • Their contact email address and phone number
  • Your account number with the bank/broker/custodian

Upon receipt of the required details on a signed and dated share transfer request form, Equiniti will initiate the transfer and will confirm to you when the shares have been accepted by the bank/broker/custodian.

Please also note the different tax situation when transferring shares from the UK to Germany in questions 11.2 and 11.3.

There is a fee of £25 to transfer your shares to a broker.

Please take also the special tax rules into account that is explained further in question 11.3.

If you choose to transfer your shares from Equiniti to a German broker, the shares will be subject to a flat tax rate of 30% of the total value of the shares when you choose to sell the shares in the future (Section 43a (2) sentence 7 EStG). This is because the shares are being transferred from outside of the EU.

Typically a sale of shares in Germany would attract a tax charge of c.25% on the difference between the price of the shares when unlock and the price when you sell them (Capital Gains tax).

Once you have sold your shares you will be able to correct your taxes via your annual tax return. If you have any questions about this, please see the tax guide in the 'Resources' section, and if you still have questions then contact your personal tax advisor.

When we make a profit, we may pay some of that profit to our shareholders as dividends. If a decision is taken to pay dividends, all shareholders – including our colleagues with shares – are entitled to a part of these profits. Dividends are paid per share, so the more shares you have, the more profits you receive.

You'll be eligible to receive dividends on Your Shares: Gifted once they unlock. From 12 September 2025, you'll receive dividends on your unlocked shares, whenever we pay them, until you choose to sell your shares. Your dividends will automatically be reinvested into shares, which you'll be able to see in your share account. This is done automatically, so you don't need to do anything. Please note that dividends are taxable in many locations, so please refer to the tax guide in the 'Resources' section for further information.

Paying dividends depends on our performance, so it's never guaranteed. For more information about how Rolls-Royce pays dividends to its shareholders, visit Payments to shareholders.

Anyone who owns a Rolls-Royce share can vote at shareholder meeting on important company matters at our general meetings. This includes colleagues who own at least one share. Each share gives one vote on each decision, so the more shares you have, the more votes you have.

You'll be able to vote using Your Shares: Gifted once they unlock. We'll let you know when there's a vote that you can take part in.

If Rolls-Royce decide to pay dividends you'll be eligible to receive them on any of your unlocked Gifted shares. Your cash dividend will be reinvested into ordinary Rolls-Royce shares, known as 'dividend reinvestment shares'. These shares will be added to your account, and any remaining funds will be carried forward to the next issue of dividends. You do not need to do anything to instruct this process – it will be managed on your behalf.

An example of the dividend process is below:

• Rolls-Royce announce that they are making dividends, and are paying £0.06 for each ordinary share held
• You hold 120 Gifted shares in your account (150 less deductions for taxes)
• The value of the dividend payment is £0.06 x 120 = £7.20
• The £7.20 is then reinvested into ordinary shares. If the price of a share is higher than £7.20 then the funds will be retained until the next issue of dividends, and as soon as there are sufficient funds to buy shares they will be purchased and added to your account.

Please note that dividends are taxable in many locations, so please refer to the tax guide in the 'Resources' section for further information.

How much of Rolls-Royce's profit you receive depends on many factors, including:

1. Whether we can and choose to pay dividends
2. How much the dividend is (per share)
3. How many Rolls-Royce shares you own

Dividend Shares will be worth the same per share as any other Rolls-Royce ordinary shares you may own. Once they appear in your personal account, you can sell or transfer them.

If you're on a Rolls-Royce restricted or closed list, the same restrictions apply to dividend shares as any other shares that you own – see question 9.5 for more details.

See question (10.7 – how are dividends taxed)

Equiniti will contact you* once you have left to let you know that you have 90 days from the date that they contact you to either sell your shares, or transfer them to a broker account of your choice. If after 90 days you have taken no action, all of your unlocked Gifted shares will be sold, and the cash funds transferred to you. Make sure you update your bank details on your Equiniti account before you leave – please see question 4.4 for more details.

Make sure you keep your personal email address up to date on your Equiniti account so that Equiniti may contact you to confirm your choices and the deadlines for deciding. Please see question 8.2 for more details.

*If you are in a location where we offer Your Shares: Matched, then Equiniti will not contact you until any eligible Matching shares have unlocked. This may mean that it make take several months before you receive any communication. See the Your Shares: Matched section of the Hub for more details.

All communication will be via e-mail from Equiniti*. Make sure you register your personal e-mail address on your EQ account before you leave. To do this log on to the portal and click on 'view' within the 'Your Shares: Gifted and Matched' section. Once you've accessed this screen, there will be a pop-up box asking you to confirm your personal e-mail address. Click on 'add e-mail' at the bottom of this pop-up, click on the 'edit' icon next to 'account info' and then add your personal e-mail address.

It is very important that you update your e-mail address, or you will not receive any communications once you've left Rolls-Royce.

*If you are in a location where we offer Your Shares: Matched, then Equiniti will not contact you until any eligible Matching shares have unlocked. This may mean that it make take several months before you receive any communication. See the Your Shares: Matched section of the Hub for more details.

Yes. See question 13.1

Different countries have their own rules on requirements for calculating, reporting and paying tax obligations in respect of shares.

In Germany, if you file an annual tax return, you'll need to report the value of your income which was exempt from tax in Appendix N of your income tax return (“Anlage N”), line 22 (reading “tax exempt compensation / income” (“Steuerfreie Aufwandsentschädigungen / Einnahmen”)). This will be done by inserting the type of employment and the value of the tax-exempt benefit. In the case of Your Shares: Matched this will be the value of the shares when they unlock (up to a maximum tax-free threshold of EUR 2000per year). Please note that the value of any investment shares that you purchase via Your Shares: Matched in 2025 counts towards the EUR 2000 maximum for 2025. You'll be able to find this information in your Equiniti account. If you don't file an annual tax return you will not have to file one because you participate in this plan. You'll be also responsible for reporting and paying any income and captial gains tax on dividends and on the sale of shares. Please not that this obligation also applies to dividends that are reinvested in shares.

Please go to your Equiniti account under “Your shares: Gifted and matched” and click on your name in the top right-hand corner. Then click on the 'Financial' tab. Here you can enter a private bank account under 'Add account' or change your existing bank details.

Yes – see question 11.1 for more details