Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces that on 4 January 2011, 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                725,184           725,184              -        
                                                                             
Andrew Shilston              721,472           468,340           253,132     
                                                                             
Colin Smith                  579,264           326,196           253,068     
                                                                             
Mike Terrett                 376,192           339,189           37,003      
                                                                             
PDMR's                                                                       
                                                                             
Tim Rayner                   191,936              -              191,936     
                                                                             
Andrew Heath                 515,200           483,840           31,360      
                                                                             
Mark King                    237,440           237,440              -        

Date 21 January 2011

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