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 executive directors 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                      
                                                                             
Sir John Rose                                       111                      
                                                                             
John Cheffins                                       77                       
                                                                             
Andrew Shilston                                     71                       
                                                                             
Colin Smith                                         46                       

Notified 6 July 2006

Date 6 July 2006

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