Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces that on 1st July 2009, pursuant
to the Rolls-Royce ShareBonus and SharePurchase plans (the SIP), the following
executive directors and PDMR's of the Company became interested in
non-cumulative redeemable preference shares of 0.1p each (C Shares) set out
below. C Shares in respect of shareholdings under the SIP are held in trust by
Computershare Trustees Limited (the Trustee) on behalf of the directors and
PDMR's:-

Directors                C Shares awarded C Shares redeemed C Shares retained
                                                                             
Sir John Rose                932,217           932,217              -        
                                                                             
Andrew Shilston              885,198           338,996           546,202     
                                                                             
Colin Smith                  694,551              -              694,551     
                                                                             
Mike Terrett                 464,349              -              464,349     
                                                                             
PDMR's                                                                       
                                                                             
Charles Blundell             562,762              -              562,762     
                                                                             
Michael Lloyd                341,226           341,226              -        
                                                                             
Tim Rayner                   175,289              -              175,289     
                                                                             
Mark King                    276,276           276,276              -        

Notified 7 July 2009

Date 7 July 2009

For further information contact Paul Davies, Deputy Company Secretary, tel. No.
01332 245878.