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 90 C Shares for every
    ordinary share held on 1st July 2010;
   
  * the redemption of C Shares for 0.1 pence each on 2nd July 2010; 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 5th July 2010 at an average price of
548.0136p per ordinary share.

                  No. of C      No. of C      No. of      Total no. of shares  
                   Shares        Shares      Ordinary        carried forward                  
                  allotted      redeemed      shares        
                                             purchased                         
                                            by the CRIP                        
                                                                               
                 1 July 2010   2 July 2010  5 July 2010   Ordinary    C Shares  
                                                                               
T Brown            197,370       197,370        35        2,228         -      
                                                                               
P Byrom          19,306,620    19,306,620      3,499     218,017        -      
                                                                               
I Conn            1,466,190     1,466,190       265       17,081        -      
                                                                               
M Cowdry         12,938,580         -            -       143,762    12,938,580 
                                                                               
P Gregson          259,830       259,830        46        3,078         -      
                                                                               
M King           14,708,790         -            -       147,986    14,708,790 
                                                                               
J McAdam           71,550           -            -         922       116,769   
                                                                               
J Neill            350,100          -            -        23,777     350,100   
                                                                               
M Orris           4,320,360         -            -        48,004    7,586,280  
                                                                               
J Rishton          676,260       676,260        120       8,159         -      
                                                                               
Sir John Rose    118,303,020   118,303,020       -       914,478        -      
                                                                               
A Shilston       46,529,640    46,529,640      8,431     525,427        -      
                                                                               
C Smith          18,346,950    18,346,950      3,324     207,179        -      
                                                                               
I Strachan        1,035,000     1,035,000        -        11,500        -      
                                                                               
M Terrett        44,189,820    44,189,820      8,007     499,005        -      

Notified 8 July 2010

Date 9 July 2010

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