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Director/PDMR Shareholding

11th Mar 2011 15:39

11 March 2011

ROLLS-ROYCE GROUP plc

Rolls-Royce Group plc (Company) announces that on 9 March 2011, ordinary shares in the Company were awarded to the following executive directors and persons discharging managerial responsibility (PDMRs) under the rules of the Annual Performance Related Award plan (APRA) at a price of 601 pence per share:

Number of Shares Executive directors James Guyette 35,595 Sir John Rose 93,481 Andrew Shilston 48,540 Colin Smith 32,197 Mike Terrett 44,127 PDMRs Tom Brown 19,187 Miles Cowdry 15,588 Michael Haidinger 15,998 Lawrie Haynes 25,204 Andrew Heath 9,424 Dan Korte 17,894 Peter Morgan 15,338 John Paterson 27,607 Tim Rayner 18,584

The APRA deferred share awards are based on Company performance and the Shares will be transferred to the executive directors and PDMRs from the Rolls-Royce Group 2008 Employee Share Trust in two years time, provided that they remain an employee of a Rolls-Royce group company.

The Company also made a conditional award of ordinary shares at a price of 601.50 pence

per share to the following executive directors and PDMRs under the terms of theRolls-Royce Group plc Performance Share Plan (PSP). No amount is payable forthe grant of an award. Numberof Shares Executive directors James Guyette 82,404 John Rishton 174,564 Andrew Shilston 97,091 Colin Smith 74,813 Mike Terrett 91,438 PDMRs Miles Cowdry 38,565 Kathryn Durrant 28,096 Michael Haidinger 40,923 Lawrie Haynes 53,865 Andrew Heath 36,575 Dan Korte 41,202 Peter Morgan 33,748 John Paterson 53,200 Tim Rayner 32,786

John Rishton, on joining the Company, received a special grant of shares in Rolls-Royce at 601.50 pence per share intended to mirror the fair value and vesting profile of the incentives forfeited on resigning from his previous employer, attributed 56 per cent to performance and 44 per cent to restricted shares by fair value. These proportions mirror his previous arrangements as detailed below:

Executive Performance Restricted Total director related shares shares John Rishton 229,426 202,162 431,588

On 10 March 2011, ordinary shares in the Company were transferred to the following executive directors and PDMRs by EES Trustees International Ltd (the trustee of the Rolls-Royce Group 2008 Employee Share Trust) in relation to deferred awards made under APRA in 2009. In addition, the PDMRs sold the number of shares listed below to discharge their tax obligations arising from the release of the shares on 9 March 2011 at a price of 605.47 pence per share.

APRA Award Number of Shares Total Shares Sold to Discharge Released to Exercisable Tax Liability Certificate Executive directors Sir John Rose 46,791 23,864 22,927 Andrew Shilston 25,735 13,125 12,610 Colin Smith 18,426 9,398 9,028 Mike Terrett 23,853 12,166 11,687 PDMRs Tom Brown 11,889 6,064 5,825 Miles Cowdry 9,354 3,836 5,518 John Paterson 18,847 9,612 9,235 Tim Rayner 10,134 5,169 4,965

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

On 10 March 2011 ordinary shares in the Company were transferred to thefollowing executive directors and PDMRs by EES Trustees International Ltd inrelation to awards made under the PSP. In addition, the numbers of shareslisted below were sold on behalf of the PDMRs to discharge tax obligationsarising from the release of the shares on 9 March 2011 at a price of 607.03pence per share. No of shares Number of Shares Total Shares Sold to Discharge Transferred Tax Liability Executive directors Sir John Rose 212,888 135,717 130,393 Andrew Shilston 100,183 63,867 61,362 Colin Smith 70,356 44,852 43,093 Mike Terrett 91,075 58,061 55,783 PDMRs Tom Brown 45,731 29,154 28,010 Miles Cowdry 51,594 31,989 32,504 Michael Haidinger 48,484 - 48,484 John Paterson* 73,088 37,275 35,813 Tim Rayner 41,920 26,724 25,676

\* The price at which shares were sold for tax for John Paterson was 606.23p.

The shares have been released by the trustee in accordance with the rules of the Plan following the satisfaction of performance conditions and the end of the three-year vesting period applicable to the award.

For further information, please contact:-

Paul Davies - Deputy Company Secretary +44 (0)1332 245878

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