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Annual report and accounts 2005

5 Share capital

Rolls-Royce
  Non-equity   Equity
  Special
share of £1
B Shares
of 0.1p each
Nominal
value
£m
Preference
shares
of £1 each

Nominal
value
£m
  Ordinary
shares
of 20p each
Nominal
value
£m
Authorised                
At January 1, 2004 and
December 31, 2005
1     50,000   2,499,999,998 500
Upon approval of B Share scheme
at the 2004 AGM
  1,000,000,000,000 1,000          
Issued and fully paid                
At January 1, 2004 1   1,666,619,843 333
Issued for B Share scheme 83,922,435,550 84  
Exercise of share options   2,654,484 1
In lieu of paying dividends in cash   10,671,927 2
B Share conversion into
ordinary shares
(52,631,193,754) (52)   24,826,034 5
Redemption of B Shares (26,690,531,732) (27)  
At January 1, 2005 1 4,600,710,064 5   1,704,772,288 341
B Shares reclassified on adoption
of FRS 25 and FRS 26
(4,600,710,064) (5)          
At January 1, 2005 (restated) 1       1,704,772,288 341
Exercise of share options       19,174,767 4
B Share conversion into
ordinary shares
      34,754,246 7
At December 31, 2005 1       1,758,701,301 352

Certain rights, set out in the Company's Articles of Association, attach to the special rights redeemable preference share (special share) issued to HM Government. Subject to the provisions of the Companies Act 1985, the special share may be redeemed by the Treasury Solicitor at par at any time. The special share confers no rights to dividends or to vote at general meetings but in the event of a winding-up it shall be repaid at its nominal value in priority to any other shares.