Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces that on 4th January 2006,
pursuant to 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 SIP are held by Computershare Trustees Limited (the 
Trustee) as nominee for the director:-

                                                    SIP                      
                                                                             
Mike Terrett                                        36                       
                                                                             
Saul Lanyado                                        59                       
                                                                             
Mike Lloyd                                          23                       
                                                                             
Chris Hole                                          83                       
                                                                             
John Rivers                                         24                       
                                                                             
Brian Baker                                         23                       

Notified 5 January 2006

Date 4 January 2006

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