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 57.2 C Shares for every
    ordinary share held on 2nd January 2009;
   
  * the redemption of C Shares for 0.1 pence each on 5th January 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 6th January 2009 at an average price of
362.24p 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                        
                                                                               
                   2 Jan 2009   5 Jan 2009  6 Jan 2009   Ordinary    C Shares  
                                                                               
H Alexander          57,200       57,200         -         1,000         -     
                                                                               
A Arendt           16,313,211   16,313,211       -        285,196        -     
                                                                               
C Blundell         5,030,053    5,030,053        -        87,938         -     
                                                                               
P Byrom            9,378,454    9,378,454      2,569      206,528        -     
                                                                               
I Conn              634,176      634,176        173       11,576         -     
                                                                               
M Cowdry           6,498,491    6,498,491        -        113,610        -     
                                                                               
P Gregson            55,026       55,026        15         1,234         -     
                                                                               
J Guyette          20,070,393   20,070,393     5,502      356,383        -     
                                                                               
M King             6,163,929    6,163,929        -        115,019        -     
                                                                               
T Rayner            312,426         -            -         5,450      312,426  
                                                                               
J Rishton           156,899      156,899        43         3,440         -     
                                                                               
S Robertson        2,186,470        -            -        38,225     2,186,470 
                                                                               
Sir John Rose      59,552,463   59,552,463       -       1,041,127       -     
                                                                               
A Shilston         20,805,756   20,805,756     5,703      369,440        -     
                                                                               
C Smith            5,571,451    5,571,451      1,526      105,291        -     
                                                                               
I Strachan          657,800      657,800         -        11,500         -     
                                                                               
M Terrett          21,325,132   21,325,132     5,845      378,662        -     

Notified 8 January 2009

Date 9 January 2009

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