Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS plc - SHARE PURCHASE PLAN                 

Rolls-Royce Holdings plc (theCompany) announces the purchase on 7th December
2011 of 28,062 ordinary shares in the Company by Computershare Trustees Limited
(the Trustee) at a price of 720.00 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 17

C P Smith 18

M J Terrett 18

Company notified 12th December 2011

Dated 12th December 2011

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

Holdings plc, tel. no. 01332 245878