Director/PDMR Shareholding

19th April 2006 ROLLS-ROYCE GROUP plc Rolls-Royce announces that on 13 April 2006, ordinary shares in the company were transferred to the following executive director and person discharging managerial responsibility (PDMR) by Mourant & Co Trustee Ltd (the trustee of the Rolls-Royce Employee Share Trust) in relation to deferred awards made under the Company's Annual Performance Related Award plan (APRA) in 2004. In addition the Director and PDMR 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 Director James M Guyette 29,807 15,884 13,923 PDMR's Edward Thomas Curley 16,563 8,739 7,824 The shares have been held in trust for 2 years and have been released by the trustee in accordance with the rules of the Plans. Each of the Directors by virtue of being potential beneficiaries of the trust are technically interested in all of the shares in the trust. 29,527,676 shares are held in the trust following the release of shares. For further information, please contact:- Peter Barnes-Wallis - Tel. 020 7227 9141
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