Director Declaration

DECLARATION BY SIMON M ROBERTSON NEWLY APPOINTED NON-EXECUTIVE DIRECTOR OF   
                             ROLLS-ROYCE GROUP plc                             

                     DATE OF APPOINTMENT 5TH NOVEMBER 2004                     

In accordance with the obligations of 16.4 of the Listing Rules in relation to
the appointment of a new director to the Board, Mr Simon M Robertson has
declared the following information required under 16.4(a) and 16.4(b) of the
Listing Rules.

Currently held directorships in publicly quoted companies listed below:-

Inchcape plc                                       (UK)

Invensys plc                                       (UK)

Directorships held in publicly quoted companies within the last 5 years:-

London Stock Exchange plc            (UK)    9 July 1998 - 20 March 2001

In relation to the information required by the Company Announcements Office
under section 6.F2 (b) to (g) of the FSA Listing Rules that there is no such
information to be disclosed.

At the date of his appointment Mr Simon M Robertson held no shares in
Rolls-Royce Group plc.