Director Declaration

Declaration by MR COLIN SMITH, newly appointed Executive Director of      

                             ROLLS-ROYCE GROUP plc                             

                        Date of appointment 1 July 2005                        

In accordance with the obligations of the new Listing Rules in relation to the
appointment of a new director to the Board, Colin Smith has declared the
following information required under 9.6.13 of the Listing Rules.

 1. Currently held directorships in publicly quoted companies:
   
None.

 2. Directorships held in publicly quoted companies within the last 5 years:-
   
None.

 3. In relation to the information required under section 9.6.13 (2) to (6) of
    the FSA Listing Rules that there is no such information to be disclosed.
   
 4. At the date of his appointment confirmation that he held 16,534 shares in
    Rolls-Royce Group plc.