Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces the following transactions by its
directors and pdmrs and their connected persons as a consequence of:

  * the allotment to all ordinary shareholders of 60 C Shares for every
    ordinary share held on 4th January 2010;
   
  * the redemption of C Shares for 0.1 pence each on 5th January 2010; and
   
  * the reinvestment of the proceeds of that redemption into further ordinary
    shares by operation of the C Share Reinvestment Plan (CRIP).
   
The CRIP purchase was completed on 8th January 2010 at an average price of
491.97p per ordinary share.

                  No. of C      No. of C      No. of      Total no. of shares  
                   Shares        Shares      Ordinary                          
                  allotted      redeemed      shares        carried forward    
                                             purchased                         
                                            by the CRIP                        
                                                                               
                  4 January     5 January    8 January   Ordinary    C Shares  
                    2010          2010         2010                            
                                                                               
H Alexander        61,260        61,260          -         1,021         -     
                                                                               
C Blundell        4,005,420     4,005,420        -        66,757         -     
                                                                               
P Byrom          12,717,120    12,717,120      2,566      214,518        -     
                                                                               
I Conn             898,320       898,320        181       15,756         -     
                                                                               
M Cowdry          3,921,000     3,921,000        -        110,312        -     
                                                                               
P Gregson          144,120       144,120        28         2,616         -     
                                                                               
M King            7,739,400     7,739,400        -        128,980        -     
                                                                               
J McAdam           31,320           -            -          666       31,320   
                                                                               
J Neill            165,120       165,120         -        22,521         -     
                                                                               
M Orris           1,344,000     1,344,000        -        22,400     3,265,920 
                                                                               
J Paterson        1,622,580     1,622,580        -        46,441         -     
                                                                               
T Rayner           327,000          -            -         5,450     1,108,065 
                                                                               
J Rishton          378,000       378,000        76         6,979         -     
                                                                               
Sir John Rose    70,317,780    70,317,780        -       1,171,963       -     
                                                                               
A Shilston       26,574,000    26,574,000      5,364      448,264        -     
                                                                               
C Smith           6,108,180     6,108,180      1,233      154,527        -     
                                                                               
I Strachan         690,000       690,000         -        11,500         -     
                                                                               
M Terrett        26,039,460    26,039,460      5,256      439,247        -     
                                                                               
T Wood            2,203,140     2,203,140        -        36,719         -     

Notified 13 January 2010

Date 13 January 2010

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