Director/PDMR Shareholding

Rolls-Royce Group plc (the Company) announces the following transaction by a
pdmr and his 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                            
                                                                               
T Rayner          1,746,496     1,746,496       261       27,550        -      

Notified 18 January 2011

Date 19 January 2011

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


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