Director/PDMR Shareholding

3 March 2010

ROLLS-ROYCE GROUP plc

Rolls-Royce Group plc announces that on 1 March 2010 ordinary shares in the
Company (Shares) were conditionally awarded at a price of 544.70 pence per
share to the following Executive Directors and other persons discharging
managerial responsibility ('PDMRs') under the terms of the Rolls-Royce Group
plc Performance Share Plan. No amount is payable for the grant of an Award.

                                    Number of
                                       shares
                                             
Directors                                    
                                             
James Guyette                          91,383
                                             
Sir John Rose                         191,005
                                             
Andrew Shilston                       102,993
                                             
Colin Smith                            78,025
                                             
Mike Terrett                           93,630
                                             
PDMR's                                       
                                             
Tom Brown                              46,291
                                             
Miles Cowdry                           42,433
                                             
Dr Michael Haidinger                   44,773
                                             
Lawrie Haynes                          56,178
                                             
Mark King                              58,748
                                             
Daniel Korte                           42,803
                                             
Alain Michaelis                        48,688
                                             
Peter Morgan                           36,537
                                             
Dr Mike Orris                          40,520
                                             
John Paterson                          55,429
                                             
Tim Rayner                             34,477
                                             
Antony Wood                            44,061

The realisation of Awards is dependent on the achievement of corporate
performance conditions as described in the Annual report. One such condition is
that if the Company's total shareholder return at the end of the performance
period exceeds the upper quartile of the constituent companies in the FTSE 100
Index, the total number of shares realisable will be increased by 50 per cent.
The number of shares set out in the table above is the maximum which could be
released before applying the potential 50 per cent uplift.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]