Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS PLC                            

                         DIRECTOR / PDMR SHAREHOLDING                          

                                 12 March 2012                                 

Rolls-Royce Holdings plc (the Company) announces that the following shares were
released to John Rishton on 9 March 2012 arising from the special grant of
shares made to him on joining the Company and 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. In addition, the Trustee sold the number of shares listed
below to discharge his tax obligations arising from the release of the shares
at a price of 827.5 pence per share. This award was reported in the 2010 Annual
Report and full details can be found on page 65 of the 2011 Annual report.

                                 No of Shares Number of Shares     Total Shares
                                       vested          Sold to      Released to
                                                 Discharge Tax      Certificate
                                                     Liability                 
                                                                               
Performance related shares             73,649           38,298           35,351
                                                                               
Restricted shares                     126,019           65,530           60,489
                                                                               
Total                                 199,668          103,828           95,840

For further information please contact:

Simon Goodson,

Director - Investor Relations

0207 227 7237