Director/PDMR Shareholding

2 March 2011

ROLLS-ROYCE GROUP plc

Rolls-Royce Group plc (Company) announces that on 1 March 2011, ordinary shares
in the company were transferred to the following persons discharging managerial
responsibility (PDMRs) by 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 2009.
In addition, the PDMRs sold the number of shares listed below to discharge
their tax obligations arising from the release of the shares on 1 March 2011 at
a price of 624.64 pence per share.

                             APRA Award    Number of Shares     Total Shares
                                          Sold to Discharge      Released to
                            Exercisable       Tax Liability      Certificate
                                                                               
PDMRs                                                                          
                                                                               
Mark King                        14,135               7,209           6,926
                                                                               
Antony Wood                       8,670               4,422           4,248

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

The Company also awarded ordinary shares to the following PDMRs at a price of
611.70 pence per share under the rules of APRA as follows:-

                              Number of      
                                 Shares        
                                           
PDMRs                                      
                                           
Mark King                        25,137    
                                           
Alain Michaelis                  24,581    
                                           
Michael Orris                    13,310    
                                           
Antony Wood                      21,815    


The APRA deferred share awards are based on Company performance and the Shares
will be transferred to the PDMRs from the Rolls-Royce Group 2008 Employee Share
Trust in two years time, provided that they remain an employee of a Rolls-Royce
group company.

The Company also made a conditional award of ordinary shares at a price of
612.33 pence per share to the following PDMRs under the terms of the
Rolls-Royce Group plc Performance Share Plan (PSP). No amount is payable for
the grant of an award.

                               Number of      
                                  Shares        
                                           
PDMRs                                      
                                           
Mark King                        53,566    
                                           
Alain Michaelis                  44,616    
                                           
Michael Orris                    35,173    
                                           
Antony Wood                      40,762    

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]