Foreign Shareholding Limit

Rolls-Royce PLC
26 March 2002

                                                                   26 March 2002



ROLLS-ROYCE plc: FOREIGN SHAREHOLDING LIMIT



Rolls-Royce plc confirmed today that it would be seeking shareholder approval at
its Annual General Meeting on 30 May 2002 to put into effect changes to the
Foreign Shareholding Limit and to the nationality provisions for directors,
following the Government's announcement today 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 to which the Government has
agreed 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.



The Government has further confirmed 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.



The Company has been advised by its registrars that, as at 26 March 2002, the
aggregate level of foreign shareholdings amounted to 44.6%.  The Company updates
this figure on a monthly basis on its website (www.rolls-royce.com).  In
addition, the Company will inform the market, through the Regulatory News
Service, in the event that the aggregate foreign shareholding level exceeds 46%.



For more information please contact:



Peter Barnes-Wallis
Director - Financial Communications
Rolls-Royce plc
Tel:  [phone]
Fax: [phone]







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