Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces that on 4th January 2010,
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                663,300           663,300              -        
                                                                             
Andrew Shilston              630,360           258,000           372,360     
                                                                             
Colin Smith                  497,100           132,600           364,500     
                                                                             
Mike Terrett                 336,120              -              336,120     
                                                                             
PDMR's                                                                       
                                                                             
Charles Blundell             772,380              -              772,380     
                                                                             
Tim Rayner                   133,920              -              133,920     
                                                                             
Mark King                    193,200           193,200              -        

Notified 8 January 2010

Date 8 January 2010

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