TR-1: NOTIFICATION OF MAYOR INTEREST IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii
ROLLS-ROYCE HOLDINGS PLC
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
x
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation: iii
Harbor International Fund
Harbor Capital Appreciation Fund
Harbor Global Growth Fund
Series of Harbor Funds
4. Full name of shareholder(s)
(if different from 3.): iv
5. Date of the transaction and date on which the threshold is crossed or reached: v
Trade Date: September 18, 2013
Settlement Date: September 23, 2013
6. Date on which issuer notified:
September 19, 2013
7. Threshold(s) that is/are crossed or
reached: vi, vii
3% of the voting rights of the issuer
8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type ofshares
if possible usingthe ISIN CODE
Situation previousto the triggeringtransaction
Resulting situation after the triggering transaction
NumberofShares
NumberofVotingRights
Numberof shares
Number of votingrights
% of voting rights x
Direct
Direct xi
Indirect xii
Indirect
Common stock
GB00B63H8491
49,951,506
58,969,691
n/a
3.1363%
B: Qualifying Financial Instruments
Type of financialinstrument
Expirationdate xiii
Exercise/ConversionPeriod xiv
Number of votingrights that may beacquired if theinstrument isexercised/ converted.
% of votingrights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Exerciseprice
Expirationdate xvii
Exercise/Conversionperiod xviii
Number of votingrights instrumentrefers to
% of voting rights xix, xx
Nominal
Delta
Total (A+B+C)
Number of voting rights
Percentage of voting rights
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi
Series of Harbor Funds # of Voting Rights % of Voting Rights
HARBOR INTERNATIONAL FUND 52,438,006 2.7889%
HARBOR CAPITAL APPRECIATION FD 6,457,780 0.3435%
HARBOR GLOBAL GROWTH FUND 73,905 0.0039%
Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease to hold:
12. Date on which proxy holder will cease to hold voting rights:
13. Additional information:
Completed in Chicago, Illinois, USA
on September 19, 2013
14. Contact name:
Charles F. McCain, Esq.
15. Contact telephone number:
312-443-4420
Note: Annex should only be submitted to the FCA not the issuer
Annex: Notification of major interests in share
A: Identity of the persons or legal entity subject to the notification obligation
Full name
(including legal form of legal entities)
Rolls-Royce Holdings plc
Contact address
(registered office for legal entities)
65 Buckingham Gate , London, SW1E 6AT
Phone number & email
0207 227 9000
Companysecretariat@rolls-royce.com
Other useful information
(at least legal representative for legal persons)
B: Identity of the notifier, if applicable
(e.g. functional relationship with the person or legal entity subject to the notification obligation)
C: Additional information
For notes on how to complete form TR-1 please see the FCA website.