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 64 C Shares for every
    ordinary share held on 4th January 2011;
   
  * the redemption of C Shares for 0.1 pence each on 5th January 2011; 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 7th January 2011 at an average price of
661.12p per ordinary share.

                  No. of C      No. of C      No. of      Total no. of shares  
                   Shares        Shares      Ordinary                          
                  allotted      redeemed      shares        carried forward    
                                             purchased                         
                                            by the CRIP                        
                                                                               
                  4 January     5 January    7 January   Ordinary    C Shares  
                    2011          2011         2011                            
                                                                               
P Byrom          13,953,088   13,953,088       2,097     220,114        -      
                                                                               
I Conn            1,125,952     1,125,952       169       18,087        -      
                                                                               
P Gregson          209,856       209,856        31        3,438         -      
                                                                               
A Heath           6,552,000     6,552,000       984      103,359        -      
                                                                               
M King            6,819,200     6,819,200        -       106,550        -      
                                                                               
J McAdam           66,880        66,880          -        1,124      183,649   
                                                                               
J Neill           1,554,496     1,554,496        -        24,614        -      
                                                                               
M Orris          10,658,536    10,658,536        -          -           -      
                                                                               
J Rishton          554,944       554,944        83        9,079         -      
                                                                               
Sir John Rose    58,526,592    58,526,592        -       914,478        -      
                                                                               
A Shilston       33,627,328    33,627,328      5,051     530,478        -      
                                                                               
C Smith          11,211,456    11,211,456      1,329     176,508        -      
                                                                               
I Strachan         736,000       736,000         -        11,500        -      
                                                                               
M Terrett        27,410,880    27,410,880      4,118     432,413        -      

Notified 12 January 2011

Date 12 January 2011

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