Director/PDMR Shareholding

10 March 2011

ROLLS-ROYCE GROUP plc

Performance Share Plan (PSP) release

On 3 March 2011, ordinary shares in the Company were transferred to the
following PDMR by EES Trustees International Ltd (the trustee of the
Rolls-Royce Group 2008 Employee Share Trust) in relation to PSP awards. In
addition, the number of shares listed below were sold on behalf of the PDMR to
discharge tax obligations arising from the release of the shares on 7 March
2011 at a price of 600.95 pence per share.

                               No of shares    Number of Shares    Total Shares
                                              Sold to Discharge     Transferred
                                                  Tax Liability                
                                                                               
PDMR's                                                                         
                                                                               
Michael Orris                        48,963              23,052          25,911

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

Annual Performance Related Award plan (APRA) release

Rolls-Royce Group plc (Company) announces that on 4 March 2011, ordinary shares
in the Company were transferred to the following person discharging managerial
responsibility (PDMR) by EES Trustees International Ltd (the trustee of the
Rolls-Royce Group 2008 Employee Share Trust) in relation to 2009 deferred APRA
awards. In addition, the PDMR sold the number of shares listed below to
discharge their tax obligations arising from the release of the shares on 9
March 2011 at a price of 614.09 pence per share.

                                 APRA Award    Number of Shares    Total Shares
                                              Sold to Discharge     Released to
                                Exercisable       Tax Liability     Certificate
                                                                               
PDMR                                                                           
                                                                               
Michael Orris                        14,313               4,389           9,924

The shares have been held in trust for two years and have been released by the
trustee in accordance with the APRA rules.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]