Like many other companies, Rolls-Royce is divided into shares. Each share is a part of the business's total value, so anyone who owns a share owns part of our organisation and is entitled to benefit from our future profits. Someone who owns a share is called a shareholder.

Owning a part of Rolls-Royce 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 shareholder distributions.
• Have the right to vote on key company decisions at our general meetings.
• Sell some or all your shares to access the cash early.

The value of Rolls-Royce shares is decided by the stock market and how many people want to buy or sell our shares at any time. 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.

When we make a profit, some of that profit may be paid out to our shareholders. If a decision is taken to make shareholder distributions, all shareholders – including our colleagues with shares – are entitled to a part of these profits. In Rolls-Royce, shareholder distributions are currently paid in the form of 'C Shares'. They're paid per share, so the more shares you have, the more profits you receive. Paying C Shares depends on our performance, so it's never guaranteed.

You'll be eligible to receive C Shares on Your Shares: Gifted as soon as they are awarded. The C Shares will be held in Trust:

• The C Shares will need to be held for a minimum of 3 years – up until September 2027
• If you redeem them for cash between 3 and 5 years (between September 2027 and September 2029), you'll pay some tax and National Insurance Contributions (NICs)
• If you keep them in the Trust for five years or more there will be no tax or NICs to pay.*

*Based on UK tax regulations as at July 2024

For more information about tax see section 8. Tax, and for more information about how Rolls-Royce makes distributions to shareholders visit Payments to shareholders.

Anyone who owns a Rolls-Royce share can vote at shareholder meeting on important company matters, such as company policy and key decisions as to how the organisation is governed. This includes colleagues who own at least one share. Each share gives one vote, so the more shares you have, the more votes you have.

We'll let you know when there's a vote that you can take part in.

Your Shares: Gifted is for all Rolls-Royce colleagues who are directly employed by us. You're eligible to receive free shares if you:

• Are an employee – this means that contractors and agency workers are not eligible
• Were employed on 1 August 2024 (announcement date) and remain so on 12 September 2024 (award date)
• Work and are paid in a participating country (awards in some countries will be paid in cash rather than shares – see section '9. Cash awards' for more details.)

There are some global differences in relation to temporary workers which are driven primarily by local legislation as follows:

• If you're based in the US and are a temporary worker, you aren't eligible.
• If you're in Germany and are a temporary intern, thesis-student or holiday worker you aren't eligible.
• If you're in the APAC region and are employed on a temporary student or intern contract you aren't eligible.

You're not eligible for Your Shares: Gifted if you:

• Don't meet the requirements – see question 3.1 for more details.
• Aren't directly employed by Rolls-Royce – including external workers, contractors and agency staff.
• Work in a country where we can't operate Your Shares: Gifted, in which case you'll receive a cash equivalent – see section '9. Cash awards' for more details.
• Aren't employed on both the eligibility date of 1 August 2024, and when the shares are awarded on 12 September 2024.

There are some global differences in relation to temporary workers which are driven primarily by local legislation as follows:

• If you're based in the US and are a temporary worker, you aren't eligible.
• If you're in Germany and are a temporary intern, thesis-student or holiday worker you aren't eligible.
• If you're in the APAC region and are employed on a temporary student or intern contract you aren't eligible.

No, all colleagues globally will receive 150 shares (or a cash equivalent for colleagues in restricted locations).

It depends on your specific circumstances – we will confirm this to you directly over the coming weeks. If you aren't issued shares, you will receive a cash alternative – see section '9. Cash awards' for more details.

Yes – if for example you're on parental leave or sick leave, providing you're employed on 1 August 2024 and are still employed on 12 September 2024, then you will be eligible to receive the shares.

There's no obligation to accept your free shares – it's a personal choice. We can't give you advice on whether you should or not, but we want to help you make an informed decision. We've put plenty of resources across this Hub – including a brochure and video. If you're still unsure, you may want to speak to a professional financial and/or tax advisor. If after this you wish to opt-out and decline the free shares, you just need to complete this short form no later than 2 September 2024.

Your Shares: Gifted is open to you if were employed on 1 August 2024 and are still employed when the shares are awarded on 12 September 2024. Anyone who starts working with us later than 1 August or who leaves before 12 September will miss out on Your Shares: Gifted.

Yes – Your Shares: Gifted is open to everyone, including if you're already in other Rolls-Royce share plans or incentive plans. This includes ShareSave and our Long-Term Incentive Plan (LTIP).

Yes – if you're an Insider on Rolls-Royce's Restricted list, you're still eligible for Your Shares: Gifted. However, you won't be able to sell them, even after they unlock, if we're in a closed period and/or when you're in possession of inside information. You will be notified by the Governance Team if this applies to you. Please see our Inside Information and Share Dealing Policy on ourcode.rolls-royce.com and the Governance Team page on Engine Room here for more information.

In the UK we're able to operate Your Shares: Gifted in a tax efficient way – and because of this the timescales differ from how it works in most other locations.

12 September '24 Receive…
You'll be gifted your free shares on 12 September into your share account. The shares will be held in Trust on your behalf, and you will enjoy all the benefits of being a Rolls-Royce shareholder.

12 September '24 to 12 September '27 Keep…
Your shares will be 'locked' for 3 years before you can access them.

12 September '27 Unlock…
Congratulations, your shares are now yours to keep or sell as you choose! If you sell them at this point there will be Income Tax and National Insurance Contributions (NICs) to pay.*

12 September '29 Untaxed…
Wait another 2 years and you can sell your shares free of Income Tax and NICs. And even better – providing any sale is carried out directly from your share account, any increase in the value of the shares will not be subject to Capital Gains Tax (CGT) either.*

*Based on UK tax regulations as at July 2024

As a shareholder 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 shareholder distributions.
• Have the right to vote on key company decisions at our general meetings.

For more details about these benefits, see section '2. What it means to own part of Rolls-Royce'.

Our share price changes throughout the day and over time. Each share is worth what investors are willing to pay. They will consider various factors – see question 2.3 for more details. You can find our current share price on Rolls-Royce.com.

If Rolls-Royce makes shareholder distributions these will currently be issued as 'C Shares', which have a fixed value of 0.1 pence each – unlike ordinary shares, the value of C Shares does not change over time. The number of C Shares issued depends on how many ordinary Rolls-Royce shares you hold on a certain date, known as the 'record date', and the decision about shareholder distributions. For example, if you hold 100 ordinary shares on the record date, and Rolls-Royce issues 80 C Shares per ordinary share, you will receive 100 x 80 = 8,000 C Shares, worth £8 (0.1 pence x 8,000 shares). See question 4.4 for details about how shareholder distributions will be managed for Your Shares: Gifted.

You'll be eligible to receive C Shares on Your Shares: Gifted as soon as they are awarded. The C Shares will be held in Trust under the same terms as the free shares:

• The C Shares will need to be held for a minimum of 3 years – up until September 2027
• If you redeem them for cash between 3 and 5 years (between September 2027 and September 2029), you'll pay some tax and National Insurance Contributions (NICs)
• If you keep them in the Trust for five years or more there will be no tax or NICs to pay.*

*Based on UK tax regulations as at July 2024

For more information about tax see section '8. Tax', and for more information about how Rolls-Royce makes distributions to shareholders visit Payments to shareholders.

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

• Whether we can and choose to pay shareholder distributions
• How much the shareholder payment is (per share)
• How many Rolls-Royce shares you own

To benefit from the tax efficiencies, it's a legal requirement in the UK that the shares are held on your behalf by a trustee before they are released to you. The trustee is responsible for ensuring that your shares are managed in a way that ensures compliance (eg. that the shares are not released to you before the locked period ends).

The trustee must be independent of Rolls-Royce, so we've selected Equiniti Share Plan Trustees Limited to act as trustee for Your Shares: Gifted. You'll still be able to view and manage your shares via your Equiniti account.

You don't need to do anything. Your Shares: Gifted is easy. An account will be created for you automatically by our share plan administrator Equiniti (outside of the US) or Fidelity (US only) and we'll simply put your shares into this account when the shares are awarded on 12 September 2024.

If you are involved in other Rolls-Royce share plans, such as our ShareSave or LTIP, you may already have an Equiniti share account. You'll be using the same account for Your Shares: Gifted.

If you don't have an account with Equiniti an account will be created for you, and you will be able to log on and view your shares after they have been awarded – look out for communications on 12 September letting you know how to access your account.

If you've had an account with Equiniti through a former employer, you will need to register for online access to your new Rolls-Royce account.

Your Shares: Gifted won't be issued until 12 September. Log back in after that time to view your shares. We'll be in touch once the shares have been awarded to let you know how to access your account and view your shares.

Yes, you can decline Your Shares: Gifted. We understand that owning shares is not for everyone. Simply let us know by filling out this short form no later than 2 September 2024.

We can't give you advice on whether you should or not, but we want to help you make an informed decision. We've provided plenty of resources on this Hub – including a brochure and video. If you're still unsure, you may want to speak to a professional financial and/or tax advisor.

You can view and monitor all your shares in your Equiniti or Fidelity account. You'll be able to see how many shares you have, their estimated current worth and, if your shares are locked, how long you need to wait until they unlock.

You'll receive updates and notifications from Equiniti or Fidelity by email or through their portal. To make sure you get these updates, keep your contact details up to date on the portal. This is particularly important if you don't have a Rolls-Royce work email and use a personal email address.

Yes, once Your Shares: Gifted unlocks after three years, on 12 September 2027, you can sell your shares. If you sell your shares at this point, there will be Income Tax and National Insurance Contributions (NICs) to pay. But if you wait another two years until 12 September 2029, you can sell your shares free of Income Tax and NICs. And even better – any increase in the value of the shares while you keep them in the Trust will not be subject to Capital Gains Tax.*

*Based on UK tax regulations as at July 2024

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

Yes, once Your Shares: Gifted unlocks, you can transfer some or all of them into a different brokerage account at any time.

This may have tax implications – if you make the transfer after the shares unlock (between 12 September 2027 and 12 September 2029), there will be Income Tax and National Insurance Contributions (NICs) to pay. But if you wait another two years until 12 September 2029, you can transfer your shares free of Income Tax and NICs.

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 name on your broker account (this must be in your name)
• Confirmation of your home and email addresses
• 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, Equiniti will initiate the transfer and will confirm to you when the shares have been accepted by the bank/broker/custodian.

Yes. If you sell your shares the costs are taken from the sale amount, meaning you'll receive the value of the shares you've sold, minus any costs. If you transfer your shares you'll pay a transaction fee. Details of these fees will be made available to you before your shares unlock and before you instruct any transaction.

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. See section '8. Tax' for more information.

No, you can only manage shares acquired from Rolls-Royce share plans in your account.

If you're on temporary paid or unpaid leave – for example, parental or long-term sick leave – you're still entitled to receive Your Shares: Gifted.

If you have left Rolls-Royce, either permanently or temporarily, you will not be eligible for the shares.

Depending on your reason for leaving, you'll be classed as either a favourable leaver (formerly a 'good' leaver) or an unfavourable leaver (formerly a 'bad' leaver). Generally, the position is as set out below:

*When you leave Rolls-Royce, Equiniti will contact you to let you know your options. You will have 30 days from the date of the communication to instruct Equiniti to sell your shares or transfer them out of our Trust. If you don't respond within the deadline, the default option is for your shares to be transferred to Equiniti's Corporate Sponsored Nominee (CSN) share platform and you will continue to own the shares there.

If you are an unfavourable leaver and have taxes to pay the Trustees will sell some of your shares to cover the estimated tax and NICs liability. The funds from the sale of the shares will be transferred to payroll who will settle the taxes on your behalf.

When you leave Rolls-Royce, Equiniti will contact you to let you know your options. You will have 30 days from the date of the communication to instruct Equiniti to sell your shares or transfer them out of our Trust. If you don't respond within the deadline, the default option is for your shares to be transferred to Equiniti's Corporate Sponsored Nominee (CSN) share platform and you will continue to own the shares there.

If you have taxes to pay the Trustees will sell some of your shares to cover the estimated tax and social security liability. The funds from the sale of the shares will be transferred to payroll who will settle the taxes on your behalf.

To ensure you get all relevant news and information about your shares, keep your contact details up to date on your Equiniti or Fidelity share account. If we need to contact you, we'll do so by email first so ensure your personal email address is accurate.

Yes. If you still have shares, you're a Rolls-Royce shareholder, and entitled to receive shareholder distributions whenever we decide to make them.

If you leave Rolls-Royce and lose Your Shares: Gifted, you won't be able to re-claim these shares if you re-join at a future date.

You'll receive Your Shares: Gifted on 12 September 2024, like everyone else, but in order for the plan to operate in a way that is tax efficient for you, the shares will be locked for 3 years rather than 1 year – so they'll only unlock in September 2027. After that, you can take your shares out at any time – but if you wait another 2 years, until September 2029, you can have your shares free of Income Tax and National Insurance Contributions. See the rest of this section for more details.

In the UK we can offer Your Shares: Gifted in a tax efficient way. Your shares will be gifted into your share account on 12 September 2024. The shares will be held in Trust and you will enjoy all the benefits of being a Rolls-Royce shareholder.

Your shares will be 'locked' for 3 years, until September 2027, before you can access them. After that, you can sell the shares if you wish but Income Tax and National Insurance Contributions (NICs) will normally be payable until 12 September 2029. If you wait another two years, from 12 September 2029 no Income Tax or NICs are payable when you sell the shares. You can leave the shares in the Trust for as long as you like while employed by Rolls-Royce – any increase in the value will not be subject to Capital Gains Tax.*

*Based on UK tax regulations as at July 2024

For information about the tax implications if you leave Rolls-Royce, see question 7.2.

Many countries have their own rules on reporting shares, especially shares in a foreign organisation and/or shares held outside the country.

For more detailed information about the rules per country, 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.

If you keep your shares within the Trust and sell them directly from there then no Capital Gains Tax (CGT) will be payable on any increase in value.*

*Based on UK tax regulations as at July 2024

If you leave Rolls-Royce, the shares will be removed from the Trust, so CGT may be payable when you sell them based on any increase in value from when you remove them from the Trust.

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 financial and/or tax advisor.

In a very limited number of countries, we can't provide shares because of local compliance restrictions, complexity or cost. In these locations we will provide a cash alternative.

If you're in one of these countries and you're still employed on 12 September 2025, you'll receive the cash equivalent of 150 shares, using the share price at the time to calculate the cash value.

Countries where you will receive a cash award:

• China
• Ethiopia
• Israel
• Kenya
• Malaysia
• Philippines
• Russia
• Sri Lanka
• Thailand
• Vietnam
• Zambia

In a very limited number of countries, we can't provide shares because of local compliance restrictions, complexity or cost.

Your cash equivalent award will be subject to tax and social security according to the tax regulations in the country where you live.

You should be able to find all the information you need on this Hub. However, if you can't find the answer to a specific question here, please raise a query. Please remember that we can't help you decide whether you want to opt out – if you're in any doubt, speak to a professional financial and/or tax advisor.