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                          
                  allotted      redeemed      shares        carried forward    
                                             purchased                         
                                            by the CRIP                        
                                                                               
                 2 July 2012   4 July 2012  5 July 2012  Ordinary    C Shares  
                                                                               
J Paterson*      13,414,724    12,542,238        -       150,799    2,846,921  

*This amends the notification made on 10th July 2012

Notified 11 July 2012

Date 12 July 2012

For further information contact Paul Davies, Acting Company Secretary

Tel. No. 01332 245878.