Director Shareholding

28th April 2005

                             ROLLS-ROYCE GROUP plc                             

 

 

Rolls-Royce announces that on 25th 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 J M Guyette             89,344             39,403        

 

 

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. 6,910,669 shares
are held in the trust.

 

Notified 28 April 2005

For further information, please contact:-

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