© Rolls-Royce Group plc 2004
   Legal information
Link to Annual Report and Accounts 2003 home
Report of the directors Rolls-Royce



Results for the year

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

On February 12, 2004, the Company will announce that it is proposing to change the arrangements for making payments to shareholders. Under the proposed arrangements, shareholders will receive B Shares in place of a dividend. The B Shares can then either be redeemed for cash or converted into ordinary shares in the Company. The issue of B Shares in this way will result in significant tax benefits for the Group. If approved by shareholders, the Company expects to make further issues of B Shares in lieu of dividends, provided that it continues to be in the best interests of the Company and its shareholders to do so.

Full details of this proposal will be included in the documents which will accompany this Annual Report. A resolution seeking shareholder approval for this proposal will be included in the Notice for the forthcoming Annual General Meeting (AGM).

The directors will recommend an issue to shareholders of B Shares with an aggregate nominal value of 5.00p per ordinary share, or in the absence of shareholder approval, a final dividend of the same amount per ordinary share. With the interim dividend of 3.18p per ordinary share, paid on January 5, 2004, this will make a total return to shareholders of 8.18p per share for the year. If approved, the Company will issue the B Shares to shareholders registered on March 12, 2004. Payments to shareholders who elect to redeem their B Shares, or the issue of new ordinary shares to shareholders who elect to convert, will be on July 5, 2004. These elections must be made by June 18, 2004.