Director Shareholding

6th April 2005

                             ROLLS-ROYCE GROUP plc                             

 

 

Rolls-Royce announces that on 5th April 2005, ordinary shares in the company
were transferred to the following executive director by Mourant & Co Trustee
Ltd (the trustee of the Rolls-Royce Employee Share Trust) in relation to
deferred awards made under the Company's Annual Performance Related Award plan
(the Plan) in 2002. In addition the Director sold the number of shares listed
below to discharge the tax obligation arising from the release of the shares.

 

 

                           Shares     Sold to Discharge Tax 
                          Released          Obligation      
                                                            
                                                            
                                                            
Mr C H Green               94,537             38,761        

 

 

The shares have been held in trust for 2 years and have been released by the
trustee in accordance with the rules of the Plan.

 

Each of the Directors by virtue of being potential beneficiaries of the trust
are technically interested in all of the shares in the trust. 11,479,690 shares
are held in the trust.

 

For further information, please contact:-

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