Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                             ROLLS-ROYCE GROUP PLC                             

6 August 2007

The Rolls-Royce Group plc announces that on 1 August 2007, awards (Awards) to
acquire ordinary shares in the Company (Shares) were granted to the following
Persons Discharging Managerial Responsibility under the Rolls-Royce Group plc
Performance Share Plan. No amount is payable for the grant of an Award.

                     No of Shares     
                                      
Tom Brown               30,933        
                                      
Tim Rayner              31,777        

The realisation of Awards is dependent on the achievement of corporate
performance conditions as described in the Annual report. One such condition is
that if the Company's total shareholder return at the end of the performance
period exceeds the median of the constituent companies in the FTSE 100 Index on
the date of grant, the total number of shares realisable will be increased by
25 per cent. The number of shares set out in the table above is the maximum
which could be released before applying the potential 25 per cent uplift.

For further information, please contact:-

Mark Alflatt - Director of Investor Relations 020 7227 9164