Director Shareholding

STOCK EXCHANGE ANNOUNCEMENT

The Company announces that on 17 April 2003 the trustee of the Rolls-Royce
Profit Sharing Share Scheme (the Scheme) transferred ordinary shares to the
executive directors of the Company as follows:

 

Name                                                              Number

Sir John Rose                                                     3,575

J P Cheffins                                                      1,886

C H Green                                                         2,572

Dr MGJW Howse                                                     1,063                                                 

 

The Scheme is approved by the Inland Revenue as a profit sharing scheme and the
shares transferred were appropriated under the Scheme on 14 April 2000.
Participants in the Scheme are the beneficial owner of the shares appropriated
to them from the date of appropriation.

For further information please contact:

John Warren - Deputy Company Secretary - Tel. [phone]