The directors present their report and the audited financial
statements of Rolls-Royce Group plc (the Company) for
the year ended December 31, 2003.
New holding company
At the Annual General Meeting of Rolls-Royce plc held
on May 29, 2003 shareholders approved the introduction of a new
holding company by way of a Scheme of Arrangement under Section 425
of the Companies Act 1985 (the Scheme).
The Scheme became effective on June 23, 2003 and the Company became
the holding company of Rolls-Royce plc. Under the
Scheme all shareholders of Rolls-Royce plc at the
effective date received shares in the Company on a one-for-one
References throughout the Annual Report and the audited Financial
Statements to the Company refer to Rolls-Royce Group
plc from June 23, 2003 onwards and prior to that, to
The principal activities of the Group are described in the company profile.