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 96 C Shares for every
    ordinary share held on 4th July 2011;
   
  * the redemption of C Shares for 0.1 pence each on 5th July 2011; 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 July 2011 at an average price of 654.29p
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                        
                                                                               
                 4 July 2011   5 July 2011  6 July 2011  Ordinary    C Shares  
                                                                               
P Byrom          21,130,944   21,130,944       3,207     223,321        -      
                                                                               
I Conn            1,796,352     1,796,352       273       19,449        -      
                                                                               
P Gregson          353,760       353,760        54        3,919         -      
                                                                               
A Heath           9,922,464     9,922,464      1,506     104,865        -      
                                                                               
M King           14,468,832    14,468,832        -       150,717        -      
                                                                               
J McAdam           122,304          -            -        1,386      122,304   
                                                                               
J Neill            564,192       564,192         -        35,703        -      
                                                                               
J Rishton          916,416       916,416        140       9,686         --     
                                                                               
A Shilston       58,027,200    58,027,200      8,807     613,257        -      
                                                                               
C Smith          21,982,464    21,982,464      3,337     232,321        -      
                                                                               
I Strachan        1,104,000     1,104,000        -        11,500        -      
                                                                               
M Terrett        47,988,768    47,988,768      7,283     507,166        -      

Notified 11 July 2011

Date 11 July 2011

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