Director/PDMR Shareholding

11 March 2011

ROLLS-ROYCE GROUP plc

Rolls-Royce Group plc (Company) announces that on 9 March 2011, ordinary shares
in the Company were awarded to the following executive directors and persons
discharging managerial responsibility (PDMRs) under the rules of the Annual
Performance Related Award plan (APRA) at a price of 601 pence per share:

                             Number of      
                             Shares        
                                           
Executive directors                        
                                           
James Guyette                    35,595    
                                           
Sir John Rose                    93,481    
                                           
Andrew Shilston                  48,540    
                                           
Colin Smith                      32,197    
                                           
Mike Terrett                     44,127    
                                           
PDMRs                                      
                                           
Tom Brown                        19,187    
                                           
Miles Cowdry                     15,588    
                                           
Michael Haidinger                15,998    
                                           
Lawrie Haynes                    25,204    
                                           
Andrew Heath                     9,424     
                                           
Dan Korte                        17,894    
                                           
Peter Morgan                     15,338    
                                           
John Paterson                    27,607    
                                           
Tim Rayner                       18,584    


The APRA deferred share awards are based on Company performance and the Shares
will be transferred to the executive directors and 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
601.50 pence

per share to the following executive directors and PDMRs under the terms of the
Rolls-Royce Group plc Performance Share Plan (PSP). No amount is payable for
the grant of an award.

                             Numberof      
                             Shares        
                                           
Executive directors                        
                                           
James Guyette                    82,404    
                                           
John Rishton                    174,564    
                                           
Andrew Shilston                  97,091    
                                           
Colin Smith                      74,813    
                                           
Mike Terrett                     91,438    

PDMRs                                      
                                           
Miles Cowdry                     38,565    
                                           
Kathryn Durrant                  28,096    
                                           
Michael Haidinger                40,923    
                                           
Lawrie Haynes                    53,865    
                                           
Andrew Heath                     36,575    
                                           
Dan Korte                        41,202    
                                           
Peter Morgan                     33,748    
                                           
John Paterson                    53,200    
                                           
Tim Rayner                       32,786    

John Rishton, on joining the Company, received a special grant of shares in
Rolls-Royce at 601.50 pence per share intended to mirror the fair value and
vesting profile of the incentives forfeited on resigning from his previous
employer, attributed 56 per cent to performance and 44 per cent to restricted
shares by fair value. These proportions mirror his previous arrangements as
detailed below:

Executive      Performance   Restricted Total     
director       related       shares               
               shares                             
                                                  
John Rishton   229,426       202,162    431,588   

On 10 March 2011, ordinary shares in the Company were transferred to the
following executive directors and PDMRs by EES Trustees International Ltd (the
trustee of the Rolls-Royce Group 2008 Employee Share Trust) in relation to
deferred awards made under 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 9 March 2011 at a price of 605.47 pence per share.

                                 APRA Award    Number of Shares    Total Shares
                                              Sold to Discharge     Released to
                                Exercisable       Tax Liability     Certificate
                                                                               
Executive directors                                                            
                                                                               
Sir John Rose                        46,791              23,864          22,927
                                                                               
Andrew Shilston                      25,735              13,125          12,610
                                                                               
Colin Smith                          18,426               9,398           9,028
                                                                               
Mike Terrett                         23,853              12,166          11,687
                                                                               
PDMRs                                                                          
                                                                               
Tom Brown                            11,889               6,064           5,825
                                                                               
Miles Cowdry                          9,354               3,836           5,518
                                                                               
John Paterson                        18,847               9,612           9,235
                                                                               
Tim Rayner                           10,134               5,169           4,965

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.

On 10 March 2011 ordinary shares in the Company were transferred to the
following executive directors and PDMRs by EES Trustees International Ltd in
relation to awards made under the PSP. In addition, the numbers of shares
listed below were sold on behalf of the PDMRs to discharge tax obligations
arising from the release of the shares on 9 March 2011 at a price of 607.03
pence per share.

                               No of shares    Number of Shares    Total Shares
                                              Sold to Discharge     Transferred
                                                  Tax Liability                
                                                                               
Executive directors                                                            
                                                                               
Sir John Rose                       212,888             135,717         130,393
                                                                               
Andrew Shilston                     100,183              63,867          61,362
                                                                               
Colin Smith                          70,356              44,852          43,093
                                                                               
Mike Terrett                         91,075              58,061          55,783
                                                                               
PDMRs                                                                          
                                                                               
Tom Brown                            45,731              29,154          28,010
                                                                               
Miles Cowdry                         51,594              31,989          32,504
                                                                               
Michael Haidinger                    48,484                   -          48,484
                                                                               
John Paterson*                       73,088              37,275          35,813
                                                                               
Tim Rayner                           41,920              26,724          25,676

*The price at which shares were sold for tax for John Paterson was 606.23p.

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]