Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces that on 7th July 2005, pursuant
to the Rolls-Royce Profit Share Scheme (the PSS) and 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 PSS and the SIP are held by Computershare Trustees
Limited (the Trustee) as nominee for the director:-

                          PSS                       SIP                      
                                                                             
Sir John Rose             87                        144                      
                                                                             
John Cheffins             78                        99                       
                                                                             
Colin Green               73                        144                      
                                                                             
Andrew Shilston           -                         82                       
                                                                             
Colin Smith               26                        44                       

Notified 15 July 2005

Date 18 July 2005

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