Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT

Rolls-Royce Group plc (theCompany) announces the purchase on 7th May 2009 of
43,791 ordinary shares in the Company by Computershare Trustees Limited (the 
Trustee) at a price of 351.75 pence per share for the purpose of satisfying the
purchase of ordinary shares by eligible employees (including executive
directors) under the Rolls-Royce SharePurchase Plan (the Plan) for the current
month. The Plan has been approved by the Inland Revenue as a share incentive
plan under Schedule 8 to the Finance Act 2000.

The numbers of ordinary shares purchased on this date on behalf of the
executive directors were as follows:

Sir John Rose 36

A B Shilston 35

CP Smith 36

M J Terrett 36

The numbers of ordinary shares purchased on this date on behalf of persons
discharging managerial responsibility were as follows:

C E Blundell 36

M Lloyd 36

T Rayner 35

Company notified 8th May 2009

Dated 8th May 2009

For further information please contact Paul Davies, Deputy Company Secretary,
Rolls-Royce Group plc, tel. no. 01332 245878