Holding(s) in Company

TR-1: Notification of Major Interests in Shares                              

1. Identity of the       Rolls-Royce Group Plc                    
issuer or the underlying                                          
issuer of existing                                                
shares to which voting                                            
rights are attached                                               
                                                                  
2. Reason for the notification (please tick the                   
appropriate box or boxes)                                         
                                                                  
An acquisition or disposal of voting                              
rights                                                            
                                                                  
An acquisition or disposal of financial                           
instruments which may result in the                               
acquisition of shares already issued to                           
which voting rights are attached                                  
                                                                  
An event changing the breakdown of voting                         
rights                                                            
                                                                  
Other (please specify):                                           
                                                                  
3. Full name of person        AMVESCAP plc                        
(s) subject to the                                                
notification obligation                                           
                                                                  
4. Full name of                                                   
shareholder(s) (if                                                
different from 3.)                                                
                                                                  
5. Date of the                21 May 2007                         
transaction (and date                                             
on which the threshold                                            
is crossed or reached                                             
if different)                                                     
                                                                  
6. Date on which issuer                             24 May 2007   
notified                                                          
                                                                  
7. Threshold(s) that is                                 5%        
/are crossed or                                                   
reached:                                                          
                                                                  

8: Notified Details                                                              
                                                                                 
A: Voting rights attached to shares                                              
                                                                                 
Class/type of Situation previous to  Resulting situation after the triggering    
shares        the Triggering         transaction                                 
              transaction                                                        
If possible                                                                      
using the     Number of  Number of   Number of  Number of Voting  % of Voting    
ISIN CODE     Shares     Voting      Shares     Rights            Rights         
                         Rights                                                  
                                                Direct Indirect   Direct Indirect
                                                                                 
Ordinary 20p  90,170,936 90,170,3936 90,470,936        90,470,936         5.00%  
   shares                                                                        
                                                                                 
    ISIN                                                                         
                                                                                 
GB0032836487                                                                     

B. Financial Instruments                                                       
                                                                               
Resulting situation after the triggering transaction                           
                                                                               
Type of         Expiration    Exercise/         Number of Voting  % of Voting  
Financial       Date          Conversion Period Rights that may   Rights       
Instrument                    /Date             be acquired if                 
                                                the instrument is              
                                                exercised/                     
                                                converted                      
                                                                               

Total (A+B)                                                                    
                                                                               
Number of Voting Rights                 % of Voting Rights                     
                                                                               
              90,470,936                                  5%                   

9. Chain of controlled undertakings through which the voting rights and/or 
the financial instruments are effectively held, if applicable              
                                                                           
Bank of Ireland, Dublin                                                    
                                                                           
837,000                                                                    
                                                                           
Bank of New York                                                           
                                                                           
105,043                                                                    
                                                                           
Banque Paribas                                                             
                                                                           
348,791                                                                    
                                                                           
Bank of New York, Brussels                                                 
                                                                           
50,573                                                                     
                                                                           
Chase Bank                                                                 
                                                                           
121,002                                                                    
                                                                           
Chase Nominees                                                             
                                                                           
4,411,930                                                                  
                                                                           
Vidacos nominees                                                           
                                                                           
74,857,112                                                                 
                                                                           
Dresdner Bank (Frankfurt)                                                  
                                                                           
34,934                                                                     
                                                                           
Erst Bank (Vienna)                                                         
                                                                           
13,594                                                                     
                                                                           
HSBC Bank                                                                  
                                                                           
988,000                                                                    
                                                                           
Japan Trustee Services Bank                                                
                                                                           
1,497                                                                      
                                                                           
Mellon Bank, Pittsburgh                                                    
                                                                           
475,000                                                                    
                                                                           
Santander Central Hispano Investment                                       
                                                                           
17,862                                                                     
                                                                           
State Street Trust and Banking                                             
                                                                           
7,378,000                                                                  
                                                                           
Trust & Custody Services                                                   
                                                                           
6,633                                                                      
                                                                           
Northern Trust Company, London                                             
                                                                           
821,339                                                                    
                                                                           
ADR's                                                                      
                                                                           
2,626                                                                      

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

13. Additional information:                                                  
                                                                             
14. Contact Name                              Samantha Edwards               
                                                                             
15. Contact: