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Director/PDMR Shareholding

2nd Jul 2008 16:00

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 AXEL ARENDT 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 ORDINARY SHARES OF 20p EACH In 3 above

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 B SHARE CONVERSION them AXEL ARENDT

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) 3,366

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 422p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 285,196

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIESCOMPANY SECRETARY __________________________________________________________ Date of notification 02/07/2008

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 PETER BYROM 3 and identify the connected person MELANIE SIGNE BYROM

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 ORDINARY SHARES OF 20p EACH In 3 above

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 B SHARE CONVERSION them PETER BYROM 11,935 PETER BYROM & DENTON & CO TRUSTEES LTD 129,121 PETER BYROM A/C SMB 6,252 MELANIE SIGNE BYROM 665

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) 3,146

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 422p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 151,189

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY __________________________________________________________ Date of notification 02/07/2008

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 IAIN CONN 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 ORDINARY SHARES OF 20p EACH In 3 above

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 B SHARE CONVERSION them IAIN CONN

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) 187

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 422p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 9,965

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY __________________________________________________________ Date of notification 02/07/2008

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 ORDINARY SHARES OF 20p EACH In 3 above

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 B SHARE CONVERSION them JAMES GUYETTE

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) 5,471

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 422p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 350,637

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY __________________________________________________________ Date of notification 02/07/2008

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 ANDREW SHILSTON 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 ORDINARY SHARES OF 20p EACH In 3 above

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 B SHARE CONVERSION them ANDREW SHILSTON

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) 5,881

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 422p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 363,737

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY __________________________________________________________ Date of notification 02/07/2008

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 COLIN SMITH 3 and identify the connected person VICTORIA ANNE SMITH

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 ORDINARY SHARES OF 20p EACH In 3 above

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 B SHARE CONVERSION them COLIN SMITH 46,242 VICTORIA ANNE SMITH 49,481

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) 1,680

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 422p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 97,403

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY __________________________________________________________ Date of notification 02/07/2008

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 JOHN RISHTON 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 ORDINARY SHARES OF 20p EACH In 3 above

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 B SHARE CONVERSION them JOHN RISHTON

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) 14

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 422p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 1,621

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY __________________________________________________________ Date of notification 02/07/2008

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 MIKE TERRETT 3 and identify the connected person GABRIELLE ANNE TERRETT

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 ORDINARY SHARES OF 20p EACH In 3 above

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 B SHARE CONVERSION them MIKE TERRETT 109,579 GABRIELLE ANNE TERRETT 256,763

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) 6,475

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 422p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 372,817

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY __________________________________________________________ Date of notification 02/07/2008

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 TIM RAYNER 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 NON-CUMULATIVE REDEEMABLE In 3 above CONVERTIBLE PREFERENCE SHARES OF 0.1P EACH (B SHARES)

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 B SHARE ALLOTMENT IN LIEU OF them DIVIDEND LLOYDS TSB BANK plc

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) 489,395 B SHARES

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 0.1p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 489,395 B SHARES 5,450 ORDINARY SHARES OF 20P EACH

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY __________________________________________________________ Date of notification 02/07/2008

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 DTR 3.1.2 R.

(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 ROLLS-ROYCE GROUP PLC (i) a transaction notified in accordance with DTR 3.1.2 R (i) only (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006

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 SIMON ROBERTSON 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 ORDINARY SHARES OF 20p EACH In 3 above

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 B SHARE CONVERSION them GOLDMAN SACHS SECURITIES (NOMINEES) LIMITED 37,431

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) 794

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 422p 01/07/2008 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following notification 02/07/2008 (any treasury shares should not be taken into account when calculating percentage) 38,225

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 Mark Alflatt 020 7227 9164

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY __________________________________________________________

Date of notification 2/07/2008

mapper

Related Shares:

Rolls-Royce
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