AGM Statement

ROLLS-ROYCE GROUP plc                             

                       ANNUAL GENERAL MEETING 4 MAY 2005                       

At the Rolls-Royce Group plc AGM held on 4 May 2005, all resolutions were
passed by poll. The voting results are published below.


                                      FOR         AGAINST     ABSTAIN   % FOR  
                                                                               
ORDINARY RESOLUTIONS                                                           
                                                                               
RESOLUTION 1                     1,137,888,928   1,485,436   22,355,100  99.87 
                                                                               
REPORT & ACCOUNTS                                                              
                                                                               
RESOLUTION 2                     1,145,548,619   7,498,661   8,678,382   99.35 
                                                                               
DIRECTORS' REMUNERATION REPORT                                                 
                                                                               
RESOLUTION 3                     1,159,178,100   2,054,733    491,198    99.82 
                                                                               
RE-ELECTION OF MR S M ROBERTSON                                                
                                                                               
RESOLUTION 4                     1,159,247,537   2,011,076    469,653    99.83 
                                                                               
RE-ELECTION OF MR I C CONN                                                     
                                                                               
RESOLUTION 5                     1,158,757,675   2,514,783    453,736    99.78 
                                                                               
RE-ELECTION OF SIR JOHN TAYLOR                                                 
                                                                               
RESOLUTION 6                     1,158,921,495   2,305,541    498,580    99.80 
                                                                               
RE-ELECTION OF THE HON A L                                                     
BONDURANT                                                                      
                                                                               
RESOLUTION 7                     1,159,072,435   2,258,230    401,927    99.81 
                                                                               
RE-ELECTION OF MR J P CHEFFINS                                                 
                                                                               
RESOLUTION 8                     1,158,906,992   2,381,509    442,434    99.79 
                                                                               
RE-ELECTION OF MR J M GUYETTE                                                  
                                                                               
RESOLUTION 9                     1,159,104,474   2,201,925    425,017    99.81 
                                                                               
RE-ELECTION OF MR A B SHILSTON                                                 
                                                                               
RESOLUTION 10                    1,148,518,559   4,074,846   8,950,585   99.65 
                                                                               
REAPPOINTMENT AND REMUNERATION                                                 
                                                                               
OF AUDITORS                                                                    
                                                                               
RESOLUTION 11                    1,159,518,077   1,620,536    599,323    99.86 
                                                                               
ALLOTMENT AND ISSUE OF B SHARES                                                
                                                                               
RESOLUTION 12                    1,157,212,461   3,464,543   1,045,108   99.70 
                                                                               
REMUNERATION OF NON EXECUTIVE                                                  
DIRECTORS                                                                      
                                                                               
SPECIAL RESOLUTIONS                                                            
                                                                               
RESOLUTION 13                    1,142,715,180   18,160,128   849,743    98.44 
                                                                               
ALLOTMENT OF SHARES - SECTION 80                                               
AMOUNT                                                                         
                                                                               
RESOLUTION 14                    1,158,931,402   1,739,353   1,056,040   99.85 
                                                                               
DISAPPLICATION OF PRE-EMPTION                                                  
RIGHTS - SECTION 89 AMOUNT                                                     
                                                                               
RESOLUTION 15                    1,148,104,444   12,870,875   602,275    98.89 
AUTHORITY TO PURCHASE OWN SHARES                                               

 
For further information, please contact:-
Peter Barnes-Wallis
Director, Financial Communications
Rolls-Royce plc
Tel: [phone]