The directors present their report and the audited financial statements of Rolls-Royce Group plc (the Company) for the year ended December 31, 2004.

Principal activities

The principal activities of the Group are described in the profile.


Results for the year

The Chairman’s statement, the Chief Executive’s review and the Finance Director’s review describe the year’s operations, research and development activities and prospects.

At the Company’s Annual General Meeting (AGM) in May 2004, shareholders approved the issue of B Shares as a new method for making payments to shareholders rather than paying a cash dividend. Under this arrangement shareholders are given the opportunity to redeem their B Shares for cash or to convert them into additional ordinary shares in the Company. The Company believes strongly that there continues to be considerable benefit from the issue of B Shares. Future payments to shareholders will be made through further issues of B Shares generally in January and July each year.

At the AGM on May 4, 2005, the directors will recommend an issue of 50 B Shares with a total nominal value of 5.00p for each ordinary share which, together with the interim issue on January 4, 2005 of 31.8 B Shares for each ordinary share, is the equivalent of a total payment to ordinary shareholders of 8.18p for each ordinary share for the year.

For those shareholders who have not elected to redeem or convert their B Shares, a B Share dividend at a rate of 75 per cent of the London Interbank Offered Rate (LIBOR) is payable half yearly in arrears.