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 96 C Shares for every
    ordinary share held on 4th July 2011;
   
  * the redemption of C Shares for 0.1 pence each on 5th July 2011; 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 6th July 2011 at an average price of 654.29p
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 July 2011   5 July 2011  6 July 2011  Ordinary    C Shares  
                                                                               
M Haidinger      10,914,624     10,914,624       -       113,694        -      
                                                                               
M Cowdry         14,060,352     14,060,352       -       146,462        -      

Notified 15 July 2011

Date 15 July 2011

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