Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                                                                   3 March 2009

                             ROLLS-ROYCE GROUP PLC                             

Rolls-Royce Group plc announces that on 1st March 2009 ordinary shares in the
Company (Shares) were awarded at a price of 289.65 pence per share to Executive
Directors and other Persons Discharging Managerial Responsibility ("PDMRs")
under the terms of the Annual Performance Related Award Deferred Share plan
(APRA) as follows:-

Directors                                    No of Shares          
                                                                   
Sir John Rose                                   44,019             
                                                                   
J M Guyette                                     26,125             
                                                                   
A B Shilston                                    24,211             
                                                                   
C P Smith                                       17,336             
                                                                   
M J Terrett                                     22,441             
                                                                   
PDMR's                                                             
                                                                   
A Arendt                                        18,678             
                                                                   
C E Blundell                                    11,317             
                                                                   
T Brown                                         11,186             
                                                                   
M Cowdry                                         8,802             
                                                                   
E T Curley                                       8,235             
                                                                   
Dr M Haidinger                                  13,701             
                                                                   
M King                                          13,299             
                                                                   
Dr M Lloyd                                      13,790             
                                                                   
Dr M Orris                                      13,465             
                                                                   
J P Paterson                                    17,732             
                                                                   
T Rayner                                         9,535             
                                                                   
A Wood                                           8,158             


The Plan awards deferred shares based on Company performance and the Shares
will be transferred to the Executive Directors and PDMR's from the Rolls-Royce
Group 2008 Employee Share Trust in two years time, provided that they remain an
employee of a Rolls-Royce group company.

For further information, please contact:-

Mark Alflatt - Director of Financial Communications 020 7227 9164