Director/PDMR Shareholding

5 March 2009

ROLLS-ROYCE GROUP plc

Rolls-Royce Group plc announces that on 3 March 2009, ordinary shares in the
Company were transferred to the following executive directors and other persons
discharging managerial responsibility (together 'PDMRs') by Halifax EES
Trustees International Ltd (the trustee of the Rolls-Royce Group 2008 Employee
Share Trust ) in relation to awards made under the Rolls-Royce Group plc
Performance Share Plan ('the Plan'). In addition, the number of shares listed
below were sold on behalf of the executive directors and PDMRs to discharge tax
obligations arising from the release of the shares.

                               No of shares    Number of Shares    Total Shares
                                              Sold to Discharge     Transferred
                                                  Tax Liability                
                                                                               
Directors                                                                      
                                                                               
Sir John Rose                        177240               72669          104571
                                                                               
Andrew Shilston                       82930               34002           48928
                                                                               
Colin Smith                           54085               22175           31910
                                                                               
Mike Terrett                          60638               24862           35776
                                                                               
PDMR's                                                                         
                                                                               
Axel Arendt                           72113               29567           42546
                                                                               
Charles Blundell                      36620               15015           21605
                                                                               
Miles Cowdry                          35174               14422           20752
                                                                               
Mark King                             19719                8085           11634
                                                                               
Michael Lloyd                         60395               24762           35633
                                                                               
John Paterson                         39031               16003           23028
                                                                               
Antony Wood                           21409                8778           12631

The shares have been released by the trustee in accordance with the rules of
the Plan following the satisfaction of performance conditions and the end of
the three-year vesting period applicable to the award.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]