Director/PDMR Shareholding

9 May 2007

                             ROLLS-ROYCE GROUP plc                             

 
Rolls-Royce announces that on 8 May 2007, ordinary shares in the company were
transferred to the following executive director by Halifax EES Trustees
International Ltd (the trustee of the Rolls-Royce 2003 Employee Share Trust) in
relation to deferred awards made under the Company's Annual Performance Related
Award plan (APRA) in 2005. In addition the director sold the number of shares
listed below to discharge his tax obligations arising from the release of the
shares.

 

 Director                       APRA Award   Number of Shares    Total Shares
                               Exercisable  Sold to Discharge     Released to
                                                Tax Liability     Certificate
                                                                             
Sir John Rose                       85,873             35,208          50,665

 

 

The shares have been held in trust for 2 years for APRA and have been released
by the trustee in accordance with the rules of the plan.

 

Each of the executive directors by virtue of being potential beneficiaries of
the trust are technically interested in all of the shares in the trust.

19,624,500 shares are held in the trust following the release of shares.

For further information, please contact:-

Mark Alflatt - Director of Financial Communications 020 7227 9164