Holding(s) in Company

For filings with the FSA include the                                           
annex                                                                          
                                                                               
For filings with issuer exclude the                                            
annex                                                                          

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi                                

1. Identity of the issuer or the underlying        ROLLS-ROYCE GROUP PLC       
issuer of existing shares to which voting                                      
rights are attached: ii                                                        

2 Reason for the notification (please tick the appropriate box or boxes):      

An acquisition or disposal of voting rights                               X    
                                                                               
An acquisition or disposal of qualifying financial instruments which           
may result in the acquisition of shares already issued to which voting         
rights are attached                                                            
                                                                               
An acquisition or disposal of instruments with similar economic effect         
to qualifying financial instruments                                            
                                                                               
An event changing the breakdown of voting rights                               
                                                                               
Other (please                                                                  
specify):                                                                      

3. Full name of person(s) subject to  AXA S.A. 25 Avenue Matignon, 75008 Paris 
the notification obligation: iii             and its group of companies        
                                                                               
4. Full name of shareholder(s) (if                                             
different from 3.):iv                                                          
                                                                               
5. Date of the transaction and date                  06/07/2009                
on which the threshold is crossed or                                           
reached: v                                                                     
                                                                               
6. Date on which issuer notified:                    07/07/2009                
                                                                               
7. Threshold(s) that is/are crossed                      5%                    
or reached: vi, vii                                                            

8. Notified details:
A: Voting rights attached to shares viii, ix

Class/type    Situation previous              Resulting situation after            
of             to the triggering                    the triggering                 
shares            transaction                        transaction                   
                                                                                   
                                                                                   
if possible    Number     Number    Number        Number of          % of voting   
using            of         of     of shares        voting            rights x     
the ISIN       Shares     Voting                    rights                         
CODE                      Rights                                                   
                                                                                   
                                                                                   
                                    Direct   Direct xi  Indirect   Direct  Indirect
                                                          xii                      
                                                                                   
3283648      79,175,095 79,175,095 5,521,368 5,521,368 94,192,822   0.30     5.08  
                                                                                   
B: Qualifying Financial Instruments                                                
                                                                                   
Resulting situation after the triggering transaction                               
                                                                                   
Type of financial  Expiration     Exercise/       Number of voting    % of voting  
    instrument     date xiii  Conversion Period  rights that may be      rights    
                                     xiv           acquired if the                 
                                                    instrument is                  
                                                     exercised/                    
                                                     converted.                    
                                                                                   

C: Financial Instruments with similar economic effect to Qualifying Financial   
Instruments xv, xvi                                                             
                                                                                
Resulting situation after the triggering transaction                            
                                                                                
   Type of     Exercise Expiration Exercise/  Number of voting    % of voting   
  financial     price   date xvii  Conversion rights instrument  rights xix, xx 
  instrument                         period       refers to                     
                                     xviii                                      
                                                                                
                                                                Nominal   Delta 
                                                                                
     CFD                                          1,100,642      0.059          

Total (A+B+C)                                                                  
                                                                               
        Number of voting rights               Percentage of voting rights      
                                                                               
              100,814,832                                5.43%                 

9. Chain of controlled undertakings through which the voting rights and/or the 
financial instruments are effectively held, if applicable: xxi                 
                                                                               
Name of Company                 Number of Shares   % of issued share capital                     
                                                                               
Alliance Capital Management            1,384,900        0.07472                                  
                                                                               
Direct                                                                         
                                                                               
AXA                                    3,566,099        0.19241                                                          
                                                                               
Direct                                                                         
                                                                               
AXA Colonia Konzern                       10,000        0.00054                                             
                                                                               
Direct                                                                         
                                                                               
AXA Financial Inc                     80,196,840        4.32704                                           
                                                                               
Indirect                                                                       
                                                                               
AXA Framlington                          407,519        0.021987768                                            
                                                                               
Indirect                                                                       
                                                                               
AXA IM UK                              1,661,011         0.09                                                       
                                                                               
Direct                                                                         
                                                                               
AXA IM UK                             13,539,463         0.730524395                                               
                                                                               
Indirect                                                                       
                                                                               
AXA Rosenberg                             49,000         0.002643805                                               
                                                                                
Indirect                                                                       
                                                                               
Total Direct                           6,622,010         0.35729                                                 
                                                                               
Total Indirect                        94,192,822         5.08219                                              
                                                                               
TOTAL                                100,814,832         5.43948                                                      

Proxy Voting:                                                                  
                                                                               
10. Name of the proxy holder:                                                  
                                                                               
11. Number of voting rights proxy                                              
holder will cease to hold:                                                     
                                                                               
12. Date on which proxy holder will                                            
cease to hold voting rights:                                                   

13. Additional information:                                                    
                                                                               
14. Contact name:                                    KYERE TABIRI              
                                                                               
15. Contact telephone number:                        020 7003 1510             

Note: Annex should only be submitted to the FSA not the issuer                 
                                                                               
Annex: Notification of major interests in sharesxxii                           

A: Identity of the persons or legal entity subject to the notification
obligation

Full name                                                                      
(including legal form of legal                                                 
entities)                                                                      
                                                                               
Contact address                                                                
(registered office for legal entities)                                         
                                                                               
Phone number & email                                                           
                                                                               
Other useful information                                                       
(at least legal representative for                                             
legal persons)                                                                 

B: Identity of the notifier, if applicable

Full name                                                                      
                                                                               
Contact address                                                                
                                                                               
Phone number & email                                                           
                                                                               
Other useful information(e.g.                                                  
functional relationship with the person                                        
or legal entity subject to the                                                 
notification obligation)                                                       

C: Additional information                                                      
                                                                               

For notes on how to complete form TR-1 please see the FSA website.