Additional Listing

Rolls-Royce Group PLC
29 June 2004

29 June 2004


                     Rolls-Royce Group plc (the 'Company')

Application has been made to the UK Listing Authority for the listing of, and to
the London Stock Exchange for the Admission of, 24,732,550 Ordinary Shares of
20p each to the Official List.

These shares will be issued as a result of the conversion of 52,433,007,674
Non-Cumulative Redeemable Convertible Preference Shares of 0.1 pence each ('B
Shares') by shareholders. As a consequence of this conversion, 52,433,007,674 B
Shares will be cancelled with effect from 4 July 2004.

Following the redemption for cash by shareholders of 26,605,826,982 B Shares, a
further 26,605,826,982 B Shares will be cancelled with immediate effect.

These changes are being made pursuant to the circular to shareholders, dated 22
March 2004.

Issued by Hoare Govett Limited
29 June 2004


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