Director/PDMR Shareholding

Rolls-Royce Holdings plc (the Company) announces the following transactions by
its directors and pdmrs and their connected persons as a consequence of:

  * the allotment to all ordinary shareholders of 106 C Shares for every
    ordinary share held on 2nd July 2012;
   
  * the redemption of C Shares for 0.1 pence each on 4th January 2012; and
   
  * the reinvestment of the proceeds of that redemption into further ordinary
    shares by operation of the C Share Reinvestment Plan (CRIP).
   
The CRIP purchase was completed on 5th July 2012 at an average price of
888.027p per ordinary share.

                  No. of C      No. of C      No. of      Total no. of shares  
                   Shares        Shares      Ordinary       carried forward                   
                  allotted      redeemed      shares           
                                             purchased                         
                                            by the CRIP                        
                                                                               
                 2 July 2012   4 July 2012  5 July 2012  Ordinary    C Shares  
                                                                               
P Byrom          23,886,146    23,886,146      2,672     228,013        -      
                                                                               
I Conn            2,293,946     2,293,946       257       22,780      11,178   
                                                                               
L Haynes          9,770,444         -            -        92,174    9,770,444  
                                                                               
A Heath          13,374,020    13,374,020      1,495     127,665        -      
                                                                               
M King           11,721,904    11,721,904        -       110,584        -      
                                                                               
J McAdam           405,220       405,220         -        1,775         -      
                                                                               
M Morris          3,499,484     3,499,484        -        71,872        -      
                                                                               
J Paterson       12,542,238    12,542,238        -       150,799        -      
                                                                               
J Rishton        11,194,978    11,194,978      1,252     106,865        -      
                                                                               
C Smith          29,017,606    29,017,606      3,245     276,996        -      
                                                                               
I Strachan        1,219,000     1,219,000        -        11,500        -      
                                                                               
M Terrett        54,246,454    54,246,454      6,066     517,825        -      

Notified 9 July 2012

Date 10 July 2012

For further information contact Paul Davies, Acting Company Secretary

Tel. No. 01332 245878.