Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT

Rolls-Royce Group plc (theCompany) announces the purchase on 7th September 2006
of 28,600 ordinary shares in the Company by Computershare Trustees Limited (the
Trustee) at a price of 442.75 pence per share for the purpose of satisfying the
purchase of ordinary shares by eligible employees (including executive
directors) under the Rolls-Royce SharePurchase Plan (the Plan) for the current
month. The Plan has been approved by the Inland Revenue as a share incentive
plan under Schedule 8 to the Finance Act 2000.

Following the transaction the Trustee will hold 7,254,318 ordinary shares, all
of which are held on behalf of eligible employees pursuant to the terms of the
Plan.

The numbers of ordinary shares purchased on this date on behalf of the
executive directors were as follows:

Sir John Rose 28

A B Shilston 28

CP Smith 28

The numbers of ordinary shares purchased on this date on behalf of persons
discharging managerial responsibility were as follows:

C E Blundell 28

M Lloyd 28

J R Rivers 28

M J Terrett 28

Company notified 7 September 2006

Dated 8 September 2006

For further information please contact John Warren, Deputy Company Secretary,
Rolls-Royce Group plc, tel. no. 01332 245878