Stmnt re Depositary Shares

Rolls-Royce PLC
30 January 2002

                                                                 30 January 2002


                                ROLLS-ROYCE plc


Rolls-Royce plc announced today that the directors of the Company resolved on 30
January 2002 that, for the purposes of Article 49 of the Articles of
Association, the Depository Percentage shall, with effect on and from 1 March
2002, be fixed at the percentage which is the lesser of 10 per cent and the
percentage which the number of Depository Shares in issue bears to the total
number of ordinary share in issue in the capital of the Company.


For further information please contact:

Peter Barnes-Wallis

Director - Financial Communications

Tel: + 44 (0) 207 222 9020

Fax: [phone]

Email: [e-mail]



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