STOCK EXCHANGE ANNOUNCEMENT

Rolls-Royce Group plc (the Company) announces the purchase on 7th August 2008 of 38,249 ordinary shares in the Company by Computershare Trustees Limited (the Trustee) at a price of 381 pence per share for the purpose of satisfying the purchase of ordinary shares by eligible employees (including executive directors) under the Rolls-Royce Share Purchase Plan (the Plan) for the current month. The Plan has been approved by the Inland Revenue as a share incentive plan under Schedule 8 to the Finance Act 2000.

The numbers of ordinary shares purchased on this date on behalf of the executive directors were as follows:

Sir John Rose 32 A B Shilston 32 CP Smith 32 M J Terrett 32

The numbers of ordinary shares purchased on this date on behalf of persons discharging managerial responsibility were as follows:

C E Blundell 32 M Lloyd 32 T Rayner 32

Company notified 8th August 2008

Dated 8th August 2008

For further information please contact Paul Davies, Deputy Company Secretary, Rolls-Royce Group plc, tel. no. 01332 245878