Your Shares: Gifted – a global reward for everyone

We all have a part to play in our success.

Your Shares: Gifted gives colleagues 150 Rolls-Royce shares for free, to start your share ownership journey. It's a thank you for all your hard work and the difference you make both today and for our future, and is one of the ways that we're investing in our people to help us all win together.

You'll find all the information you need on this page. We'll add more details as we lead up to 12 September, when the free shares are gifted to you. So bookmark this page and come back soon!

2-minute video for a high-level look at Your Shares: Gifted.

Your Shares: Gifted is…

Safe

As the shares are completely free to you, you're not taking any financial risk.

For everyone, everywhere*

No matter what your role or grade, if you're an employee then you're eligible.

Easy

You don't need to do anything – sit back and receive your shares in your share account.

*All permanent employees, local regulations may apply.


And there's more to come…

Next year we're launching an exciting new global share plan called Your Shares: Matched. Look out for more details in early 2025.

Interested? Here's the timeline

Receive

12 September '24

Keep

12 September '24 to 12 September '25

Unlock

12 September '25

Being a shareholder

Owning a part of Rolls-Royce brings benefits, meaning you can:

  • See the value of your shares change as our share price changes.
  • Receive a portion of any profits when the value that we all create gets paid out as shareholder distributions.
  • Have the right to vote on key company decisions at our general meetings.
  • Or sell some or all of them to access the value early.

We understand that owning shares is not for everyone. If you decide that you'd prefer not to receive the shares simply let us know by filling out this short form by 2 September 2024.

Q&A – Your questions answered

Your Shares: Gifted is a Rolls-Royce share plan for all colleagues. It's a gift of 150 Rolls-Royce shares for everyone who works directly for us globally, awarded in September 2024. You do not have to pay for the shares – they are our gift, to say thank you for all your hard work and the difference you make both now and for our future.

Your shares will be locked for 12 months before you can access them. At that point, they unlock, otherwise known as 'vesting' – which means you fully own them, and you can:

  • Continue to hold them and 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.

Your shares are initially given as an 'Award', which is a promise to give you the shares later. In legal terms, you are given a conditional right to own the shares at a point in the future provided certain conditions are met. The condition is that you stay in continuous employment with Rolls-Royce until 12 September 2025.

The detailed legal terms governing the operation of the share plan are set out in the underlying Plan Rules, which can be found in 'Legal Documents'.

A share plan is a way for you to own part of the organisation you work for by owning shares. There are different features to different share plans, and Your Shares: Gifted is one of our plans.

At Rolls-Royce, we're committed to building an inclusive workplace where all our colleagues feel valued and recognised for their role in our journey to become a high performing, competitive, resilient and growing organisation.

Your Shares: Gifted will enable you to own part of our organisation – allowing you to experience the business from a new perspective, sharing in any future success and growth and rewarding you when we win together.

Your Shares: Gifted is an opportunity for you to own part of Rolls-Royce and share in any future success. It's completely free for you, so you're not taking on any financial risk by accepting the award.

Your shares will be locked for 12 months before you can access them. At that point, they unlock – you fully own them, and 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.

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

Our Reward Team oversees Your Shares: Gifted and has appointed specialist Share Plan Administrators to administer it on our behalf. They provide you with the tools you need – giving you access to your own online account to see your shares and, once they unlock, manage them. We're working with Fidelity Stock Plan Services® in the US and Equiniti Limited ('Equiniti') in all other locations.

If you already have a Rolls-Royce account with Fidelity or Equiniti your shares will be added to your existing account. If you don't have an account, then we will create one for you.

You will receive 150 shares which were worth £750 when we announced the award on 1 August 2024. The value of these shares will change daily thereafter.

No. Unless you work in a restricted location. In a very limited number of countries, we can't provide Your Shares: Gifted because of local compliance restrictions. In these locations we will provide a cash alternative – see section '9. Cash awards' for more details.

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 only be eligible to receive C Shares on Your Shares: Gifted once they unlock. After that, you'll receive C Shares on your unlocked shares, whenever we pay them, until you choose to sell your shares. Your C Shares will be redeemed for cash which will automatically be reinvested into ordinary shares, which you'll be able to see in your shares account. This conversion process is managed on your behalf, so no action is needed by you – see questions 4.5 and 4.6 for more details.

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.

You'll only 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.

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.

Your shares are initially given as an 'Award', which is a promise to give you the shares later. In legal terms, you are given a conditional right to own the shares at a point in the future provided certain conditions are met. The condition is that you stay in continuous employment with Rolls-Royce until 12 September 2025.

You'll receive 150 free shares on 12 September 2024. The shares will unlock on 12 September 2025 if you're still employed on this date, and in most countries, some of your shares will automatically be sold to cover any taxes that are due at that point.

You'll then have some decisions to make which will be explained to you at that time. You will be able to:

  • Keep them and enjoy all the benefits of being a Rolls-Royce shareholder, including voting in our General Meetings and receiving shareholder distributions.
  • Sell them and keep any cash proceeds. You may have to pay tax when you sell your shares – see section '8. Tax' for more details.

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.

Rolls-Royce shares are traded in British pounds (GBP) on the London Stock Exchange.

When you want to sell your shares after they've unlocked, they will be sold in British pounds. The money from your sale will then be converted into your local currency. Exchange rates go up and down over time, which may affect how much you'll get from your sale.

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 4.5 for details about how shareholder distributions will be managed for Your Shares: Gifted.

Once your shares have unlocked, you'll be eligible for shareholder distributions. If you leave your shares in your account, all C Shares will be redeemed for cash, and this cash will be reinvested into ordinary Rolls-Royce shares. This process is known as the 'C Share Reinvestment Process', and the shares you will receive as known as 'CRIP shares'. Any CRIP shares will be added to your account. You do not need to do anything to instruct this process – it will be managed on your behalf. See question 2.4 for more details.

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 unlocked Rolls-Royce shares you own

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

The same restrictions apply to CRIP Shares if you're an 'Insider' on Rolls-Royce's restricted list – see question 3.9 for more details.

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 and any applicable taxes have been settled (see section '8. Tax'), you can sell or transfer some or all of them from your share account at any time.

There is no locked period for any CRIP Shares, so you can sell them at any time from the moment you receive them.

When you sell your 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.

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, depending on where you live and your personal circumstances. 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:

Favourable leaver ('good' leaver) Unfavourable leaver ('bad' leaver)
  • Retirement
  • Redundancy
  • Death in service
  • Disability, illness or serious injury
  • The business I work for is sold
  • Resignation
  • Dismissal
  • Gross misconduct
  • End of fixed term contract
Locked shares
  • Keep them
Unlocked shares
  • Keep them
Locked shares
  • Lose them
Unlocked shares
  • Keep them

If you leave as a Favourable leaver any locked shares will be unlocked within approximately 3 months. In countries where Rolls-Royce is required to withhold tax, some of your shares will be sold to cover this tax liability, and the remainder of the shares are yours.

After you leave, Equiniti will contact you to let you know that you have 90 days to either sell your shares or transfer them to a broker account of your choice – see question 6.4 for more details. If after 90 days you have taken no action, all of shares within Your Shares: Gifted will be sold, and the cash funds transferred to you.

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.

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.

In most countries there are no tax advantages to Your Shares: Gifted. This means that in most locations, income tax, social security and any other applicable local taxes will be due on the value of the shares when they are unlocked.

While we can give you free shares, the tax is not within our control – this is determined by where you live. Each country has its own regulations on taxing shares, so the amount of tax due, as well as how and when it's payable, varies from country to country.

In most countries, Rolls-Royce as your employer has a legal duty to report to the tax authority about shares you hold. We may also be required to sell some of your shares to pay any taxes due on the shares when they are unlocked.

In some countries, you may need to report your unlocked shares as taxable income in your tax return or tell your tax authority about your shares.

For more detailed information about the tax rules in your country, see your country tax guide in the 'Resources' section of the Hub. These will help you understand your country's tax requirements and your personal tax obligations. Please note there could be future changes in your country's tax laws, which could impact you in relation to your shares.

Due to global tax regulations Equiniti may have to share some information with global tax authorities when your shares are unlocked. This is due to MiFIDII and FATCA regulations. To find out more visit Equiniti's support page.

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.

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 the value of the shares increases between when your shares unlock on 12 September 2025, and when you choose to sell them, Capital Gains Tax (and other applicable local taxes) may be due on the difference between the value 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 or Fidelity 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.

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 you, speak to a professional financial and/or tax advisor.

You may come across legal terms in other resources on your share account, or in the Your Shares: Gifted rules, so here are some definitions to help you navigate these:

Share Plan

A benefit which provides eligible colleagues with an opportunity to own shares in the company they work for. It forms part of the wider reward package. This Q&A details Rolls-Royce's Share Plan 'Your Shares: Gifted'.

Award

A promise to give you the shares in the future providing you stay in continuous employment until the shares unlock.

Annual General Meetings (AGMs)

Meeting of shareholders where the Board of Directors propose items for shareholder approval. Shareholders can vote to approve these or vote against them if they don't think the proposal is in the best interest of the shareholders or the company.

C Share Reinvestment Process (CRIP)

The process where issued C Shares as shareholder distributions are redeemed for cash. This cash is then used to purchase Ordinary Shares which will be added to your account. This is managed for you and no action by you is needed.

Shareholder Distributions

Amounts paid to shareholders for their investment in a company, at the discretion of the Board of Directors of Rolls-Royce.

Equiniti

This is a third party who will carry out the administration of Your Shares: Gifted if you're based outside of the US.

Fidelity Stock Plan Services

This is a third party who will carry out the administration of Your Shares: Gifted in the US.

Exchange Rate

The rate determines the amount of money you get when you exchange one currency to another – it can fluctuate up and down.

Share Plan Administrator

This is the regulated third-party company appointed by Rolls-Royce to maintain records of all shares held by colleague taking part in our share plans. They provide an online account and support to manage shares. For the US, we have appointed Fidelity Stock Plan Services and for all other locations, Equiniti are the appointed Share Plan Administrator.

Vesting Period

A 12-month period when your free shares are locked. Once complete, these shares unlock and become fully yours, available to keep, sell or transfer.

Vest/Vesting

It refers to the date your free shares are unlocked after the 12-month vesting period. So, your free shares vest on the vesting date.

Your Shares: Gifted

Our global share plan gifting free shares to all eligible colleagues.

Your Shares: Matched

Next year we're launching an exciting new global share plan called Your Shares: Matched. Look out for more details in early 2025.

Resources

These resources contain all the information you need about Your Shares: Gifted.

Colleague Guide

Download

Country Tax Guide

Legal documents

Plan Summary

Download

Plan Rules

Download

Global Appendix

Download

Free Shares Agreement / T&Cs

Download

Share Plan Privacy Notice / Data protection

Download

S97 Statement

Download

Your account

Equiniti

Equiniti are our specialist Share Plan Administrator, who manage Your Shares: Gifted on our behalf. They provide an online portal, giving you a personal online account.

This is where you can:

  • See your shares and keep an eye on their value
  • Keep your contact details up to date
  • See any shareholder payments once your shares are unlocked
  • Sell your shares once they have unlocked

How to access your account…

From a Rolls-Royce device

From a Rolls-Royce device

Login with single sign-on:

Simply click here to access your Equiniti share account

From your personal device

From your personal device

Visit: www.esp-portal.com/clients/rolls-royce

Click 'Register' and enter your
Equiniti account number*

Follow the step-by-step process in our How-to guide for more details.

* Account number: You can find this on your share plan welcome letter/email and all share plan communications from Equiniti.

Haven't received your account number? Contact us using the details in the 'Support' section below.

Support

Contact us

If you have any questions or would like to provide feedback, complete the form below.

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Contact Equinity

If you have any questions about your share account, including how to access, contact Equiniti.

Call (UK and Intl):
+44 (0) 333 207 6388

Email:
myshareplan@equiniti.com

The Contact Centre is open 8:30am – 5:30pm UK time Monday to Friday, excluding public holidays in England and Wales.

Disclaimer

  1. This site is intended to provide information and not advice. No member of Rolls-Royce or any of their officers, employees, agents or representatives is giving you investment, tax or other advice in relation to Your Shares: Gifted.
  2. Whether or not to accept your shares is a personal decision which will have no impact on your employment relationship.
  3. The value of Rolls-Royce shares can go down as well as up.
  4. You may wish to seek independent, professional financial and/or tax advice if you need tailored advice specific to your circumstances.
  5. The information provided on this website and other communications in connection with Your Shares: Gifted is provided in good faith. If it conflicts with any official documentation or applicable legislation, they will prevail.