Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                                                                   3 March 2010

                             ROLLS-ROYCE GROUP PLC                             

Rolls-Royce Group plc announces that on 1st March 2010 ordinary shares in the
Company (Shares) were awarded at a price of 537.20 pence per share to Executive
Directors and other Persons Discharging Managerial Responsibility ("PDMRs")
under the terms of the Annual Performance Related Award Deferred Share plan
(APRA) as follows:-

Directors                                    No of Shares          
                                                                   
Sir John Rose                                   29,785             
                                                                   
James Guyette                                   16,272             
                                                                   
Andrew Shilston                                 16,798             
                                                                   
Colin Smith                                     12,480             
                                                                   
Mike Terrett                                    15,555             
                                                                   
PDMR's                                                             
                                                                   
Tom Brown                                       10,117             
                                                                   
Miles Cowdry                                     6,265             
                                                                   
Dr Michael Haidinger                             8,112             
                                                                   
Lawrence Haynes                                 10,207             
                                                                   
Mark King                                        8,001             
                                                                   
Daniel Korte                                     4,310             
                                                                   
Alain Michaelis                                 10,580             
                                                                   
Dr Michael Orris                                 7,885             
                                                                   
John Paterson                                   17,768             
                                                                   
Tim Rayner                                       9,111             
                                                                   
Antony Wood                                     10,133             


The Plan awards deferred shares based on Company performance and the Shares
will be transferred to the Executive Directors and PDMR's from the Rolls-Royce
Group 2008 Employee Share Trust in two years time, provided that they remain an
employee of a Rolls-Royce group company.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]