Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).

(1) An issuer making a notification in respect of a transaction relating to the
shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating the
shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a director
/person discharging managerial responsibilities should complete boxes 1 to 3
and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should complete
boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes should in block capital letters.

1.   Name of the issuer                2.   State whether the notification     
                                            relates to (i) a transaction       
     ROLLS-ROYCE GROUP PLC                  notified in accordance with DR     
                                            3.1.4R(1)(a); or                   
                                                                               
                                            (ii) DR 3.1.4(R)(1)(b) a disclosure
                                            made in accordance with section 324
                                            (as extended by section 328) of the
                                            Companies Act 1985; or             
                                                                               
                                            (iii) both (i) and (ii) BOTH       
                                                                               
3.   Name of person discharging        4.   State whether notification relates 
     managerial responsibilities/           to a person connected with a person
     director                               discharging managerial             
                                            responsibilities/director named in 
     JAMES GUYETTE                          3 and identify the connected person
                                                                               
5.   Indicate whether the notification 6.   Description of shares (including   
     is in respect of a holding of the      class), debentures or derivatives  
     person referred to in 3 or 4           or financial instruments relating  
     above or in respect of a               to shares                          
     non-beneficial interest AS IN 3                                           
     ABOVE                                  ORDINARY SHARES OF 20p EACH        
                                                                               
7.   Name of registered shareholders   8    State the nature of the transaction
     (s) and, if more than one, the                                            
     number of shares held by each of       EXERCISE OF OPTION UNDER THE       
     them                                   ROLLS-ROYCE INTERNATIONAL SHARESAVE
                                            PLAN 1999 (STOCK APPRECIATION      
     JAMES GUYETTE                          RIGHTS)                            
                                                                               
9.   Number of shares, debentures or   10.  Percentage of issued class acquired
     financial instruments relating to      (treasury shares of that class     
     shares acquired                        should not be taken into account   
                                            when calculating percentage)       
     1,206                                                                     
                                                                               
11.  Number of shares, debentures or   12.  Percentage of issued class disposed
     financial instruments relating to      (treasury shares of that class     
     shares disposed                        should not be taken into account   
                                            when calculating percentage)       
                                                                               
13.  Price per share or value of       14.  Date and place of transaction      
     transaction                                                               
                                            1 December 2006                    
     141.5p                                                                    
                                                                               
15.  Total holding following           16.  Date issuer informed of transaction
     notification and total percentage                                         
     holding following notification         5 December 2006                    
     (any treasury shares should not                                           
     be taken into account when                                                
     calculating percentage)                                                   
                                                                               
     375,621                                                                   
                                                                               

If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes

17   Date of grant                     18.  Period during which or date on    
                                            which it can be exercised         
                                                                              
19.  Total amount paid (if any) for    20.  Description of shares or          
     grant of the option                    debentures involved (class and    
                                            number)                           
                                                                              
21.  Exercise price (if fixed at time  22.  Total number of shares or         
     of grant) or indication that           debentures over which options held
     price is to be fixed at the time       following notification            
     of exercise                                                              
                                                                              
23.  Any additional information        24.  Name of contact and telephone     
                                            number for queries                
     In satisfaction of the exercise                                          
     of Mr Guyette's stock                  Peter Barnes Wallis - 0207 227    
     appreciation right granted under       9141                              
     the International Sharesave Plan,                                        
     2,090 shares were delivered to Mr                                        
     Guyette representing the                                                 
     difference between the market                                            
     price on the date of exercise (£                                         
     4.2775 per share) and the                                                
     theoretical exercise price of the                                        
     option (£1.415 per share) less                                           
     884 shares sold to discharge Mr                                          
     Guyette's liability to US income                                         
     tax.                                                                     
                                                                              

Name and signature of duly authorised officer of issuer responsible for making 
notification                                                                   
                                                                               
JOHN WARREN - DEPUTY COMPANY SECRETARY                                          
                                                                               
Date of notification 5 December 2006