Director/PDMR Shareholding

4 March 2011

ROLLS-ROYCE GROUP plc

Rolls-Royce Group plc announces that on 3 March 2011, ordinary shares in the
Company were transferred to the following persons discharging managerial
responsibility (together 'PDMRs') by EES Trustees International Ltd (the
trustee of the Rolls-Royce Group 2008 Employee Share Trust) in relation to
awards made under the Rolls-Royce Group plc Performance Share Plan ('the
Plan'). In addition, the number of shares listed below were sold on behalf of
the PDMRs to discharge tax obligations arising from the release of the shares
on 3 March 2011 at a price of 594.97 pence per share.

                               No of shares         Number of Shares        Total Shares
                                                    Sold to Discharge       Transferred
                                                    Tax Liability                
                                                                               
PDMR's                                                                         
                                                                               
Mark King                          73,088              37,275                35,813
                                                                               
Antony Wood                        32,247              16,446                15,801

The shares have been released by the trustee in accordance with the rules of
the Plan following the satisfaction of performance conditions and the end of
the three-year vesting period applicable to the award.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]