Director Shareholding

SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS All relevant boxes should be completed in block capital letters. 1. Name of company 2. Name of director Rolls-Royce Group plc Lord Moore of Lower Marsh 3. Please state whether notification 4. Name of the registered holder(s) indicates that it is in respect of and, if more than one holder, the holding of the shareholder named in number of shares held by each of 2 above or in respect of a them (if notified) non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest In 2 above Roy Nominees Limited 5. Please state whether notification 6. Please state the nature of the relates to a person(s) connected transaction. For PEP transactions with the director named in 2 above please indicate whether general/ and identify the connected person single co PEP and if discretionary/ (s) non discretionary Conversion of B shares in to ordinary shares 7. Number of 8. Percentage of 9. Number of 10. Percentage of shares/amount issued class shares/amount issued class of stock of stock acquired disposed 1,801 n/a 11. Class of 12. Price per 13. Date of 14. Date company security share transaction informed Ordinary 212p 05/07/2004 06/07/2004 15. Total holding following this 16. Total percentage holding of issued notification class following this notification 102,538 n/a If a director has been granted options by the company please complete the following boxes. 17. Date of grant 18. Period during which or date on which options exercisable 19. Total amount paid (if any) for 20. Description of shares or grant of the option debentures involved: class, number 21. Exercise price (if fixed at time 22. Total number of shares or of grant) or indication that price debentures over which options held is to be fixed at time of exercise following this notification 23. Any additional information 24. Name of contact and telephone number for queries John Warren - 01332 245878 25. Name and signature of authorised company official responsible for making this notification John Warren, Deputy Company Secretary Date of notification 6/07/2004 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS All relevant boxes should be completed in block capital letters. 1. Name of company 2. Name of director Rolls-Royce Group plc Colin Henry Green 3. Please state whether notification 4. Name of the registered holder(s) indicates that it is in respect of and, if more than one holder, the holding of the shareholder named in number of shares held by each of 2 above or in respect of a them (if notified) non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest In 2 above 5. Please state whether notification 6. Please state the nature of the relates to a person(s) connected transaction. For PEP transactions with the director named in 2 above please indicate whether general/ and identify the connected person single co PEP and if discretionary/ (s) non discretionary Conversion of B shares in to ordinary shares 7. Number of 8. Percentage of 9. Number of 10. Percentage of shares/amount issued class shares/amount issued class of stock of stock acquired disposed 3,788 n/a 11. Class of 12. Price per 13. Date of 14. Date company security share transaction informed Ordinary 212p 05/07/2004 06/07/2004 15. Total holding following this 16. Total percentage holding of issued notification class following this notification 196,730 n/a If a director has been granted options by the company please complete the following boxes. 17. Date of grant 18. Period during which or date on which options exercisable 19. Total amount paid (if any) for 20. Description of shares or grant of the option debentures involved: class, number 21. Exercise price (if fixed at time 22. Total number of shares or of grant) or indication that price debentures over which options held is to be fixed at time of exercise following this notification 23. Any additional information 24. Name of contact and telephone number for queries John Warren - 01332 245878 25. Name and signature of authorised company official responsible for making this notification John Warren, Deputy Company Secretary Date of notification 6/07/2004 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS All relevant boxes should be completed in block capital letters. 1. Name of company 2. Name of director Rolls-Royce Group plc Andrew Shilston 3. Please state whether notification 4. Name of the registered holder(s) indicates that it is in respect of and, if more than one holder, the holding of the shareholder named in number of shares held by each of 2 above or in respect of a them (if notified) non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest In 2 above 5. Please state whether notification 6. Please state the nature of the relates to a person(s) connected transaction. For PEP transactions with the director named in 2 above please indicate whether general/ and identify the connected person single co PEP and if discretionary/ (s) non discretionary Conversion of B shares in to ordinary shares 7. Number of 8. Percentage of 9. Number of 10. Percentage of shares/amount issued class shares/amount issued class of stock of stock acquired disposed 2,948 n/a 11. Class of 12. Price per 13. Date of 14. Date company security share transaction informed Ordinary 212p 05/07/2004 06/07/2004 15. Total holding following this 16. Total percentage holding of issued notification class following this notification 127,948 n/a If a director has been granted options by the company please complete the following boxes. 17. Date of grant 18. Period during which or date on which options exercisable 19. Total amount paid (if any) for 20. Description of shares or grant of the option debentures involved: class, number 21. Exercise price (if fixed at time 22. Total number of shares or of grant) or indication that price debentures over which options held is to be fixed at time of exercise following this notification 23. Any additional information 24. Name of contact and telephone number for queries John Warren - 01332 245878 25. Name and signature of authorised company official responsible for making this notification John Warren, Deputy Company Secretary Date of notification 6/07/2004
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