Director/PDMR Shareholding

5 March 2009

ROLLS-ROYCE GROUP plc

Rolls-Royce announces that on 3 March 2009, ordinary shares in the company were
transferred to the following executive directors and persons discharging
managerial responsibility (PDMR's) by Halifax EES Trustees International Ltd
(the trustee of the Rolls-Royce Group 2008 Employee Share Trust) in relation to
deferred awards made under the Company's Annual Performance Related Award plan
(APRA) in 2007. In addition the Directors sold the number of shares listed
below to discharge their tax obligations arising from the release of the
shares.

                                 APRA Award    Number of Shares    Total Shares
                                Exercisable   Sold to Discharge     Released to
                                                  Tax Liability     Certificate
                                                                               
Directors                                                                      
                                                                               
Sir John Rose                        44,517              18,252          26,265
                                                                               
Andrew Shilston                      24,576              10,077          14,499
                                                                               
Colin Smith                          17,330               7,106          10,224
                                                                               
Mike Terrett                         16,480               6,757           9,723
                                                                               
PDMR's                                                                         
                                                                               
Axel Arendt                          16,636               6,821           9,815
                                                                               
Charles Blundell                     12,228               5,014           7,214
                                                                               
Miles Cowdry                         10,086               4,136           5,950
                                                                               
Michael Haidinger                     1,930                   0           1,930
                                                                               
Mark King                             3,962               1,625           2,337
                                                                               
Michael Lloyd                         9,096               3,730           5,366
                                                                               
John Paterson                         6,646               2,725           3,921
                                                                               
Antony Wood                           6,793               2,786           4,007

The shares have been held in trust for two years and have been released by the
trustee in accordance with the rules of the Plan.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]