Director/PDMR Shareholding

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

  * the allotment to all ordinary shareholders of 69 C Shares for every
    ordinary share held on 3rd January 2012;
   
  * the redemption of C Shares for 0.1 pence each on 5th 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 10th January 2012 at an average price of
756.62p 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                        
                                                                               
                  3 January     5 January   10 January   Ordinary    C Shares  
                    2012          2012         2012                            
                                                                               
M Morris          2,733,642     2,733,642        -        39,618        -      
                                                                               
J Paterson        2,213,313         -            -        81,639    4,945,665  

Notified 16 January 2012

Date 16 January 2012

For further information contact Paul Davies, Acting Company Secretary, tel. No.
01332 245878.