Director Shareholding

STOCK EXCHANGE ANNOUNCEMENT

ROLLS-ROYCE GROUP PLC

The Company announces that on 13 April 2004 the trustee of the Rolls-Royce
Profit Sharing Share Scheme (the Scheme) transferred ordinary shares to the
executive directors of the Company as follows:

 

Name                                                              Number

Sir John Rose                                                3,756

J P Cheffins                                                   2,477

C H Green                                                      2,837

Dr MGJW Howse                                         
1,351                                                 

 

The Scheme is approved by the Inland Revenue as a profit sharing scheme and the
shares transferred were appropriated under the Scheme on 11 April 2001.
Participants in the Scheme are the beneficial owner of the shares appropriated
to them from the date of appropriation.

For further information please contact:

John Warren - Deputy Company Secretary - Tel. [phone]

Date: 15 April 2004