Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS plc - SHARE PURCHASE PLAN                 

Rolls-Royce Holdings plc (theCompany) announces the purchase on 7th December
2012 of 26,408 ordinary shares in the Company by Computershare Trustees Limited
(the Trustee) at a price of 887.00 pence per share for the purpose of
satisfying the purchase of ordinary shares by eligible employees (including
executive directors and PDMRs) 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 and PDMR were as follows:

Executive directors:

C P Smith 14

M J Terrett 14

PDMRs:

A Michaelis 15

Company notified 17th December 2012

Dated 17th December 2012

For further information please contact :

Paul Davies, Deputy Company Secretary, Rolls-Royce Holdings plc, tel. no. 01332
245878