Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces the following transactions by its
directors and pdmrs and their connected persons as a consequence of:

  * the allotment to all ordinary shareholders of 85.8 C Shares for every
    ordinary share held on 1st July 2009;
   
  * the redemption of C Shares for 0.1 pence each on 2nd July 2009; and
   
  * the reinvestment of the proceeds of that redemption into further ordinary
    shares by operation of the C Share Reinvestment Plan (CRIP).
   
The CRIP purchase was completed on 3rd July 2009 at an average price of
367.628p per ordinary share.

                  No. of C      No. of C      No. of      Total no. of shares  
                   Shares        Shares      Ordinary                          
                  allotted      redeemed      shares        carried forward    
                                             purchased                         
                                            by the CRIP                        
                                                                               
                 1 July 2009   2 July 2009  3 July 2009  Ordinary    C Shares  
                                                                               
H Alexander        87,601        87,601          -         1,021         -     
                                                                               
A Arendt         28,962,390    28,962,390        -        337,557        -     
                                                                               
C Blundell       10,017,750    10,017,750        -        116,757        -     
                                                                               
P Byrom          17,773,727    17,773,727      4,799      211,952        -     
                                                                               
I Conn            1,129,814     1,129,814       306       14,042         -     
                                                                               
M Cowdry          9,194,842     9,194,842        -        107,166        -     
                                                                               
P Gregson          148,005       148,005        40         1,987         -     
                                                                               
J Guyette        35,487,394    35,487,394      9,586      423,192        -     
                                                                               
M King           11,067,342    11,067,342        -        128,990        -     
                                                                               
J McAdam           13,899           -            -          298       13,899   
                                                                               
J Neill            107,593       107,593         -         1,822         -     
                                                                               
M Orris           1,921,920         -            -        22,400     1,921,920 
                                                                               
J Paterson        6,558,637     6,558,637        -        76,441         -     
                                                                               
T Rayner           468,639          -            -         5,450      781,065  
                                                                               
J Rishton          402,745       402,745        108        5,370         -     
                                                                               
Sir John Rose    100,554,424   100,554,424       -       1,171,963       -     
                                                                               
A Shilston       37,139,988    37,139,988     10,033      442,900        -     
                                                                               
C Smith          12,854,641    12,854,641      3,473      153,294        -     
                                                                               
I Strachan         986,700       986,700         -        11,500         -     
                                                                               
M Terrett        36,393,013    36,393,013      9,830      433,991        -     
                                                                               
T Wood            3,308,104     3,245,642        -        38,556      62,462   

Notified 8 July 2009

Date 9 July 2009

For further information contact Paul Davies, Deputy Company Secretary, tel. No.
01332 245878.