Acquisition(s)

April 3, 2007

                ROLLS-ROYCE GROWS GLOBAL FUEL CELLS CAPABILITY                 
                              WITH US ACQUISITION                              

Rolls-Royce, a world leading provider of power systems and services for use on
land, at sea and in the air, today announced it has enhanced its global fuel
cell capability with a strategic acquisition in the US.

Rolls-Royce Fuel Cell Systems (US) Inc. has acquired the assets of Ohio-based
SOFCo-EFS Holdings LLC from McDermott International Inc. Founded in 2003, the
SOFCo-EFS' research and development team has proven expertise in fuel
processing technologies, advanced research and development in Solid Oxide Fuel
Cell (SOFC) materials and stacks, and advanced system integration capabilities.

The acquisition underscores the commitment Rolls-Royce is making in developing
SOFC systems for megawatt-scale, stationary power applications with the
business goal of introducing a competitive product in this decade.

Rolls-Royce began research into fuel cell technology in 1992 and in 2003
established Rolls-Royce Fuel Cell Systems Ltd. In 2005 Rolls-Royce partnered
with Singaporean consortium EnerTek to jointly invest $100 million toward
developing a commercially-viable power system based on fuel cell technology.
Last year the company announced the formation of its US subsidiary, Rolls-Royce
Fuel Cell Systems (US) Inc. located on the campus of Stark State College of
Technology, Canton, OH.

The company has also opened a new facility at Loughborough University in the UK
to pilot the production of ceramic components for use in fuel cell systems.

Mark Fleiner, President of Rolls-Royce Fuel Cell Systems (US) Inc. said: "We
are actively growing our global fuel cell capability, and the acquisition of
the SOFCo assets aligns with our strategy. From the beginning, our strategy has
been to engage the best skills and technology around the world to create the
first cost-competitive, highly- efficient fuel cell systems. This acquisition
is a critical step on our journey."

Corporate note to editors:

 1. Fuel cells generate electricity by combining fuel and air in an
    electrochemical reaction. They were first demonstrated in the 19th century,
    but to date have always been relatively large and expensive to manufacture,
    depriving them of any real commercial applications.
   
 2. By utilizing its aerospace technology skills, Rolls-Royce has designed an
    electrical power system that integrates a solid oxide fuel cell with a
    micro turbine. This power system promises to be significantly more
    efficient than any conventional gas turbine or reciprocating engine, with
    far less impact on the environment. The current objective is a stationary
    power-generation system providing around 1 megawatt of electricity, for
    market delivery some time before the end of the decade.
   
 3. Rolls-Royce operates in four global markets - civil aerospace, defence
    aerospace, marine and energy and is a significant industry player in North
    America. The company employs some 8,000 people at more than 64 US locations
    in 26 states and eight Canadian sites in six provinces.
   
 4. In the energy sector, Rolls-Royce provides highly efficient aeroderivative
    gas turbine driven compression, oil pumping and power generation packages
    for on- and off-shore applications worldwide. To meet society's increasing
    energy needs, Rolls-Royce is investing in next-generation products and
    capabilities for the oil & gas and power generation industries.
   
 5. Rolls-Royce annual sales in North America are more than $3 billion and the
    company's total U.S. investment stands at $1 billion and growing. U.S.
    interests hold more than 30 per cent of Rolls-Royce shares. More
    Rolls-Royce engines are built in the United States than anywhere else in
    the world.
   
 6. Rolls-Royce is a socially responsible corporate citizen and a good
    neighbor. The company and its employees in North America actively support
    their local communities. In 2006, the organization contributed more than $1
    million to philanthropic causes and efforts across the region.
   
 7. Rolls-Royce Fuel Cell Systems (US) Inc. has teamed with AEP to test and
    evaluate prototype fuel cell systems at the Dolan Technology
   
 8. Center and Walnut Test Facility located near Columbus, OH.
   
For further information please contact:

Richard Catling
Crest Communications (PR) Ltd
Tel +011 44 (0)24 7664 2428
Fax+011 44 (0)24 7638 7390
[e-mail]

Mia Walton
Senior Vice President Corporate Communications
Rolls-Royce North America Inc.
Tel [phone]
Fax [phone]
[e-mail]

Caroline Harris
Director - Corporate Communications
Tel: [phone]
Fax: [phone]
Email: [e-mail]

Web: www.rolls-royce.com