Director/PDMR Shareholding

16 March 2011

ROLLS-ROYCE GROUP plc

Performance Share Plan (PSP) release

On 9 March 2011, the following ordinary shares in the Company vested in
relation to awards made under the PSP. In addition, the number of shares listed
below were sold on behalf of the participant on 15 March 2011 at a price of
570.76 pence per share by EES Trustees International Ltd (the trustee of the
Rolls-Royce Group 2008 Employee Share Trust) to discharge tax obligations
arising from the release of the shares.

                               No of shares    Number of Shares   Total Shares 
                                     vested   Sold to Discharge     Transferred
                                                  Tax Liability                
                                                                               
Executive Director                                                             
                                                                               
James Guyette                        88,340              34,110          54,230

The shares have been released by the trustee in accordance with the PSP rules
following the satisfaction of performance conditions and the end of the
three-year performance period applicable to the award.

Annual Performance Related Award plan (APRA) release

On 9 March 2011, the following ordinary shares in the Company vested in
relation to deferred awards made under APRA in 2009. In addition, the number of
shares listed below were sold on behalf of the participant on 15 March 2011 by
EES Trustees International Ltd at a price of 569.86 pence per share to
discharge his tax obligations arising from the release of the shares.

                               No of shares    Number of Shares    Total Shares
                                     vested   Sold to Discharge     Transferred
                                                  Tax Liability                
                                                                               
Executive Director                                                             
                                                                               
James Guyette                        27,770              17,694          10,076

The shares have been held in trust for two years and have been released by the
trustee in accordance with the APRA rules.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]