Director/PDMR Shareholding

Rolls-Royce Holdings plc (the Company) announces the following transactions by
a director and their connected persons as a consequence of:

  * the allotment to all ordinary shareholders of 96 C Shares for every
    ordinary share held on 1st July 2011;
   
  * the redemption of C Shares for 0.1 pence each on 5th July 2011; 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 6th July 2011 at an average price of 654.29p
per ordinary share.

                        No. of C    No. of C      No. of        Total no. of   
                         Shares      Shares      Ordinary          shares      
                        allotted    redeemed      shares                       
                                               purchased by   carried forward  
                                                 the CRIP                      
                                                                               
                      4 July 2011  5 July 2011  6 July 2011  Ordinary C Shares 
                                                                               
Antony Wood            4,472,544     4,472,544      678       48,248      -    

Notified 27 July 2011

Date 27 July 2011

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