© Rolls-Royce Group plc 2004
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Report of the directors Rolls-Royce



Annual General Meeting

Auditors

A resolution to reappoint the auditors, KPMG Audit Plc, and to authorise the directors to determine their remuneration, will be proposed at the AGM.

Other resolutions

The Notice of the AGM includes a special resolution to amend the Articles of Association of the Company relating to the restrictions on the directors’ power to incur borrowings. In addition an ordinary resolution is proposed to obtain shareholder approval for the Rolls-Royce Group plc Performance Share Plan. The background to these and other resolutions is set out in the Notice of the AGM.

By order of the Board

Charles Blundell, Company Secretary
February 11, 2004