Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                             ROLLS-ROYCE GROUP PLC                             

2 March 2007

The Rolls-Royce Group plc announces that on 1 March 2007, awards (Awards) to
acquire ordinary shares in the Company (Shares) were granted to the following
Executive Directors and other Persons Discharging Managerial Responsibility
under the Rolls-Royce Group plc Performance Share Plan. No amount is payable
for the grant of an Award.

                     No of Shares     
                                      
Sir John Rose           175,649       
                                      
J P Cheffins            82,396        
                                      
J M Guyette             60,669        
                                      
A B Shilston            81,438        
                                      
C P Smith               59,881        
                                      
A Arendt                66,428        
                                      
C E Blundell            38,923        
                                      
B Baker                 30,360        
                                      
M Cowdry                43,913        
                                      
E T Curley              32,407        
                                      
Dr M Haidinger          28,595        
                                      
Dr M Lloyd              57,486        
                                      
Dr M Orris              31,302        
                                      
J P Paterson            47,905        
                                      
J R Rivers              38,014        
                                      
M J Terrett             61,693        

The realisation of Awards is dependent on the achievement of corporate
performance conditions as described in the Annual report. One such condition is
that if the Company's total shareholder return at the end of the performance
period exceeds the median of the constituent companies in the FTSE 100 Index on
the date of grant, the total number of shares realisable will be increased by
25 per cent. The number of shares set out in the table above is the maximum
which could be released before applying the potential 25 per cent uplift.

For further information, please contact:-

Mark Alflatt - Director of Investor Relations 020 7227 9164