Director/PDMR Shareholding

12 March 2009

ROLLS-ROYCE GROUP plc

Rolls-Royce Group plc announces that on 10 March 2009 ordinary shares in the
Company (Shares) were conditionally awarded at a price of 260.42 pence per
share to the following Executive Directors and other persons discharging
managerial responsibility ('PDMRs') under the terms of the Rolls-Royce Group
plc Performance Share Plan. No amount is payable for the grant of an Award.

                                    Number of
                                       shares
                                             
Directors                                    
                                             
Sir John Rose                         391,675
                                             
Andrew Shilston                       211,198
                                             
Colin Smith                           148,319
                                             
Mike Terrett                          191,998
                                             
PDMR's                                       
                                             
Axel Arendt                           130,350
                                             
Charles Blundell                       77,126
                                             
Tom Brown                              94,924
                                             
Miles Cowdry                           87,014
                                             
Tom Curley                             88,806
                                             
James Guyette                         207,845
                                             
Dr Michael Haidinger                   93,773
                                             
Lawrie Haynes                         115,199
                                             
Mark King                             113,663
                                             
Michael Lloyd                         113,909
                                             
Alain Michaelis                        99,839
                                             
Dr Mike Orris                          92,159
                                             
John Paterson                         113,663
                                             
Tim Rayner                             70,699
                                             
Antony Wood                            76,800

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 upper quartile of the constituent companies in the FTSE 100
Index, the total number of shares realisable will be increased by 50 per cent.
The number of shares set out in the table above is the maximum which could be
released before applying the potential 50 per cent uplift.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]

End