Director/PDMR Shareholding

4 August 2010

ROLLS-ROYCE GROUP plc (amendment)

Rolls-Royce Group plc announces that on 2 August 2010, 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 2 August 2010 at a price of 588 pence per share.

                               No of shares    Number of Shares    Total Shares
                                              Sold to Discharge     Transferred
                                                  Tax Liability                
                                                                               
PDMR's                                                                         
                                                                               
Tim Rayner                           36,941              18,840          18,101
                                                                               
Tom Brown                            35,960              18,340          17,620

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]