Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces that on 3rd July 2006, pursuant
to the Rolls-Royce ShareBonus Scheme and SharePurchase Plan (the SIP), the
following persons discharging managerial responsibility of the Company became
interested in the ordinary shares of 20p each (Ordinary Shares) set out below
in respect of their holdings following their election to convert their
entitlement of non-cumulative redeemable convertible preference shares of 0.1p
each (B shares) into Ordinary Shares. Ordinary Shares in respect of
shareholdings under the SIP are held by Computershare Trustees Limited (the 
Trustee) as nominee for the director:-

                                                    SIP                      
                                                                             
Mike Terrett                                        48                       
                                                                             
Saul Lanyado                                        77                       
                                                                             
Mike Lloyd                                          32                       
                                                                             
Chris Hole                                          111                      
                                                                             
John Rivers                                         33                       
                                                                             
Brian Baker                                         30                       

Notified 6 July 2006

Date 6 July 2006

For further information contact John Warren, Deputy Company Secretary, tel. No.
01332 245878.