Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                             ROLLS-ROYCE GROUP PLC                             

11 June 2007

Rolls-Royce Group plc announces that on 8 June 2007 ordinary shares in the
Company were transferred to the following Executive Directors and other Persons
Discharging Managerial Responsibility (together "PDMRs")by Halifax EES Trustees
International Ltd (the trustee of the Rolls-Royce 2003 Employee Share Trust )
in relation to awards made under the Rolls-Royce Group plc Performance Share
Plan ("the Plan") . In addition the number of shares listed below were sold on
behalf of the PDMRs to discharge tax obligations arising from the release of
the shares.

                     No of Shares       Number of shares       Total Shares    
                                       Sold to Discharge       Transferred     
                                         Tax Liability                         
                                                                               
Directors                                                                      
                                                                               
Sir John Rose          338,300              138,703              199,597       
                                                                               
J P Cheffins           140,972               57,799               83,173       
                                                                               
A B Shilston           119,190               48,868               70,332       
                                                                               
C P Smith               30,054               12,323               17,731       
                                                                               
PDMRs                                                                          
                                                                               
C E Blundell            55,009               22,554               32,455       
                                                                               
B Baker                 49,642               20,354               29,288       
                                                                               
M Cowdry                60,375               24,754               35,621       
                                                                               
Dr M Lloyd             100,854               41,351               59,503       
                                                                               
J R Rivers              62,025               25,431               36,594       
                                                                               
M J Terrett            100,854               41,351               59,503       

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

 

Each of the Directors by virtue of being potential beneficiaries of the trust
are technically interested in all of the shares in the trust.

10,956,552 shares are held in the trust following the release of shares.

For further information, please contact:-

Mark Alflatt -Director of Financial Communications020 7227 9164