Director/PDMR Shareholding

3 March 2010

ROLLS-ROYCE GROUP plc

Rolls-Royce announces that on 1 March 2010, ordinary shares in the company were
transferred to the following executive directors and persons discharging
managerial responsibility (PDMR's) by EES Trustees International Ltd (the
trustee of the Rolls-Royce Group 2008 Employee Share Trust) in relation to
deferred awards made under the Company's Annual Performance Related Award plan
(APRA) in 2008. In addition the Directors sold the number of shares listed
below to discharge their tax obligations arising from the release of the
shares.

                                 APRA Award      Number of Shares      Total Shares
                                 Exercisable     Sold to Discharge     Released to
                                                 Tax Liability         Certificate
                                                                               
Directors                                                                      
                                                                               
Sir John Rose                        37,360              15,318          22,042
                                                                               
Andrew Shilston                      21,824               8,948          12,876
                                                                               
Colin Smith                          12,940               5,306           7,634
                                                                               
Mike Terrett                         15,996               6,559           9,437
                                                                               
PDMR's                                                                         
                                                                               
Tom Brown                             3,717               1,524           2,193
                                                                               
John Cheffins                        12,095               5,833           6,262
                                                                               
Miles Cowdry                          5,648               2,316           3,332
                                                                               
Dr Michael Haidinger                  5,022                   -           5,022
                                                                               
Mark King                             8,995               3,688           5,307
                                                                               
John Paterson                        10,407               4,267           6,140
                                                                               
Tim Rayner                            5,733               2,351           3,382
                                                                               
Antony Wood                           6,793               2,786           4,007

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

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]