Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces the following transactions by its
directors and pdmrs and their connected persons as a consequence of:

  * the allotment to all ordinary shareholders of 85.8 C Shares for every
    ordinary share held on 1st July 2009;
   
  * the redemption of C Shares for 0.1 pence each on 2nd July 2009; and
   
  * the reinvestment of the proceeds of that redemption into further ordinary
    shares by operation of the C Share Reinvestment Plan (CRIP).
   
The CRIP purchase was completed on 3rd July 2009 at an average price of
367.628p per ordinary share.

                  No. of C      No. of C      No. of      Total no. of shares  
                   Shares        Shares      Ordinary                          
                  allotted      redeemed      shares        carried forward    
                                             purchased                         
                                            by the CRIP                        
                                                                               
                 1 July 2009   2 July 2009  3 July 2009  Ordinary    C Shares  
                                                                               
M Lloyd          14,392,435    14,392,435        -        167,744        -     

Notified 8 July 2009

Date 9 July 2009

For further information contact Paul Davies, Deputy Company Secretary, tel. No.
01332 245878.