Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS plc - SHARE PURCHASE PLAN                 

Rolls-Royce Holdings plc (theCompany) announces the purchase on 7th October
2011 of 31,877 ordinary shares in the Company by Computershare Trustees Limited
(the Trustee) at a price of 607.50 pence per share for the purpose of
satisfying the purchase of ordinary shares by eligible employees (including
executive directors) under the Rolls-Royce SharePurchase Plan (the Plan) for
the current month. The Plan has been approved by the Inland Revenue as a share
incentive plan under Schedule 8 to the Finance Act 2000.

The numbers of ordinary shares purchased on this date on behalf of the
executive directors were as follows:

A B Shilston 21

C P Smith 21

M J Terrett 21

The number of ordinary shares purchased on this date on behalf of the person
discharging managerial responsibility was as follows:

T Rayner 21

Company notified 12th September 2011

Dated 12th September 2011

For further information please contact Paul Davies, Deputy Company Secretary,
Rolls-Royce

Holdings plc, tel. no. 01332 245878