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 76 C Shares for every
    ordinary share held on 2nd January 2013;
   
  * the redemption of C Shares for 0.1 pence each on 4th January 2013; 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 7th January 2013 at an average price of
906.21p 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 January     4 January    7 January   Ordinary    C Shares  
                    2013          2013         2013                            
                                                                               
C Smith CBE      21,497,512    21,497,512      2,353     285,215        -      
                                                                               
A Heath          10,279,988    10,279,988      1,125     136,388        -      

Notified 17January 2013

Date 17 January 2013

For further information contact Paul Davies, Deputy Company Secretary

Tel. No. 01332 245878.