Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces that on 7th July 2005, pursuant
to the Rolls-Royce Profit Share Scheme (the PSS) and the Rolls-Royce ShareBonus
Scheme and SharePurchase Plan (the SIP), the following persons discharging
managerial responsibility of the Company became interested in the ordinary
shares of 20p each (Ordinary Shares) set out below in respect of their holdings
following their election to convert their entitlement of non-cumulative
redeemable convertible preference shares of 0.1p each (B shares) into Ordinary
Shares. Ordinary Shares in respect of shareholdings under the PSS and the SIP
are held by Computershare Trustees Limited (the Trustee) as nominee for the
director:-

                          PSS                       SIP                      
                                                                             
Mike Terrett              -                         78                       
                                                                             
Saul Lanyado              64                        230                      
                                                                             
Mike Lloyd                -                         42                       
                                                                             
Chris Hole                41                        144                      
                                                                             
John Rivers               46                        44                       
                                                                             
Brian Baker               35                        41                       

Notified 15 July 2005

Date 18 July 2005

For further information contact John Warren, Deputy Company Secretary, tel. No.
01332 245878.