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 executive directors 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                      
                                                                             
Sir John Rose                                       83                       
                                                                             
John Cheffins                                       59                       
                                                                             
Colin Green                                         83                       
                                                                             
Andrew Shilston                                     53                       
                                                                             
Colin Smith                                         34                       

Notified 5 January 2006

Date 6 January 2006

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