Foreign Share Limit

Rolls-Royce PLC
30 May 2002

                                          

30 May 2002

                     ROLLS-ROYCE FOREIGN SHAREHOLDING LIMIT


Rolls-Royce plc confirmed that it has today (30 May 2002) received shareholder
approval at its Annual General Meeting to put into effect changes to the Foreign
Shareholding Limit and to the nationality provisions for directors, following
the Government's announcement on 26 March 2002 that it would consent to the
relevant changes being made to the Company's Articles of Association.

The changes to the Company's Articles of Association which were approved are:

* the removal of the aggregate foreign shareholding limit of 49.5%.

* the introduction of a requirement that a simple majority of the Board should
be British, rather than the existing 75%.

* a further change to the nationality provisions for the directors permitting
the appointment of a non-British, non-executive Chairman.

Rolls-Royce confirms that there will be no change to the requirement that no
individual foreign shareholder, or group of foreign shareholders acting in
concert, can hold more than 15% of the Company's shares.

For more information please contact:

Colin Duncan

Director of Corporate Communications

Tel: [phone]

Email: [e-mail]


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