Director/PDMR Shareholding

2 March 2012

ROLLS-ROYCE HOLDINGS plc

Rolls-Royce Holdings plc (Company) announces that on 1 March 2012, ordinary
shares in the company were transferred to the following executive directors and
persons discharging managerial responsibility (PDMRs) by EES Trustees
International Ltd (the trustee of the Rolls-Royce Group 2008 Employee Share
Trust) in relation to deferred awards made under the Company's Annual
Performance Related Award plan (APRA) in 2010. In addition, the executive
directors and the PDMRs sold the number of shares listed below to discharge
their tax obligations arising from the release of the shares on 1 March 2012 at
816.00 pence per share. The details of the executive directors and PDMRs who
immediately sold the shares released to them are listed below.

             APRA Award      Number of       Total      Total             Share price
                           Shares Sold to   Shares      number of         of shares              
                           Discharge Tax   Released to  released          immediately
                            Obligations    Certificate  shares sold       sold on release
                                                                                         
Executive                                                                         
director                                                                          
                                                                                  
J Guyette        17,098          6,224      10,874         -                     -
                                                                                  
M Morris          3,058          1,591       1,467         -                     -
                                                                                  
C Smith          13,111          6,818       6,293         -                     -
                                                                                  
M Terrett        16,344          8,499       7,845       7,845               816.00p
                                                                                  
PDMRs                                                                             
                                                                                  
M Cowdry          6,581          2,999       3,582         -                     -
                                                                                  
K Durrant         1,060            552         508         -                     -
                                                                                  
M Haidinger       8,523              -       8,523         -                     -
                                                                                  
L Haynes         10,723          5,576       5,147         -                     -
                                                                                  
A Heath           4,007          2,084       1,923         -                     -
                                                                                  
M King            8,405          4,371       4,034         -                     -
                                                                                  
D Korte           4,526          1,659       2,867        2,867               816.00p
                                                                                  
A Michaelis      11,116          5,781       5,335         -                     -
                                                                                  
J Paterson       18,668          4,471      14,197         -                     -
                                                                                  
A Wood           10,646          5,536       5,110        5,110               816.00p

The shares have been held in trust for two years and have been released by the
trustee in accordance with the rules of APRA.

The Company also awarded ordinary shares to the following executive directors
and PDMRs at a price of 808.80 pence per share under the rules of APRA as
follows:-

                                Number of      
                                Shares        
                                           
Executive directors                        
                                           
J Guyette                        28,161    
                                           
M Morris                         6,145     
                                           
J Rishton                        44,400    
                                           
C Smith                          26,985    
                                           
M Terrett                        30,601    
                                           
PDMRs                                      
                                           
M Cowdry                         11,862    
                                           
K Durrant                        8,437     
                                           
M Haidinger                      12,133    
                                           
L Haynes                         20,821    
                                           
A Heath                          12,118    
                                           
H Holt                           5,509     
                                           
M King                           22,802    
                                           
D Korte                          15,489    
                                           
A Michaelis                      17,557    
                                           
P Morgan                         11,260    
                                           
J Paterson                       21,675    
                                           
A Wood                           19,279    


The APRA deferred share awards are based on Company performance and the Shares
will be transferred to the PDMRs from the Rolls-Royce Group 2008 Employee Share
Trust in two years time, provided that they remain an employee of a Rolls-Royce
group company.

The Company also made a conditional award of ordinary shares at a price of
809.70 pence per share to the following PDMRs under the terms of the
Rolls-Royce Group plc Performance Share Plan (PSP). No amount is payable for
the grant of an award.

                                Number of      
                                Shares        
                                           
Executive directors                        
                                           
J Guyette                        64,385    
                                           
M Morris                         59,899    
                                           
J Rishton                       133,383    
                                           
C Smith                          62,987    
                                           
M Terrett                        70,397    
                                           
PDMRs                                      
                                           
M Cowdry                         29,692    
                                           
K Durrant                        28,258    
                                           
M Haidinger                      31,238    
                                           
L Haynes                         40,806    
                                           
A Heath                          28,653    
                                           
H Holt                           25,590    
                                           
M King                           43,473    
                                           
D Korte                          32,818    
                                           
A Michaelis                      35,569    
                                           
P Morgan                         31,321    
                                           
J Paterson                       45,394    
                                           
R Webb                           44,461    
                                           
A Wood                           37,051    

For further information, please contact:-

Paul Davies - Acting Company Secretary [phone]

Simon Goodson - Director of Financial Communications [phone]