Scheme of arrangement becomes effective

Announcement on 23 June 2003

Rolls-Royce plc: Scheme of arrangement becomes effective

The reorganisation of Rolls-Royce plc by way of a scheme of arrangement under
section 425 of the Companies Act 1985 to introduce a new listed holding
company, Rolls-Royce Group plc, will become effective today. It is expected
that the issued ordinary share capital of Rolls-Royce Group plc will be
admitted to the Official List and to trading on the London Stock Exchange's
market for listed securities at 8.00 am today, 23 June 2003.

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                                                             Draft: 9 June 2003

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