Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT

Rolls-Royce Group plc (the Company) announces the purchase on 7th July 2006 of
30,469 ordinary shares in the Company by Computershare Trustees Limited (the 
Trustee) at a price of 419.25 pence per share for the purpose of satisfying the
purchase of ordinary shares by eligible employees (including executive
directors) under the Rolls-Royce SharePurchase Plan (the Plan) for the current
month. The Plan has been approved by the Inland Revenue as a share incentive
plan under Schedule 8 to the Finance Act 2000.

Following the transaction the Trustee will hold 7,269,316 ordinary shares, all
of which are held on behalf of eligible employees pursuant to the terms of the
Plan.

The numbers of ordinary shares purchased on this date on behalf of the
executive directors were as follows:

Sir John Rose 30

A B Shilston  30

CP Smith      30

The numbers of ordinary shares purchased on this date on behalf of persons
discharging managerial responsibility were as follows:

C E Blundell  30

C J Hole      30

M Lloyd       30

J R Rivers    30

M J Terrett   30

The UKLA has confirmed that, although not referred to specifically in the Model
Code, the purchase of SharePurchase shares under the Rolls-Royce SharePurchase
Plan during a close period does not constitute a breach of the close period
restrictions. The value of these purchases has not changed from the previous
month.

Company notified 10 July 2006

Dated 10 July 2006

For further information please contact John Warren, Deputy Company Secretary,
Rolls-Royce Group plc, tel. no. 01332 245878