Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS PLC                            

                         DIRECTOR / PDMR SHAREHOLDING                          

                                 14 March 2012                                 

Rolls-Royce Holdings plc (Company) announces that on 12 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 awards made under the Rolls-Royce Group plc Performance
Share Plan (PSP) on 10 March 2009 at a grant price of 260.42 pence. In
accordance with the rules of the PSP, the Trustee sold the number of shares
listed in column B below to discharge tax obligations arising from the release
and, in addition, sold further shares from those released as set out in column
D below, all of such sales at a price of 818.2518 pence.

                    A             B             C           D     
                                                               
               Number of      Number of        Total      Total
                  Shares Shares Sold to       Shares  number of
                  vested  Discharge Tax     released   released
                              Liability        (A-B)     shares
                                                           sold

                                                                                                                         
Executive                                                      
directors                                                      
                                                               
J Guyette        311,768        113,484      198,284           
                                                               
M Morris          55,633         24,846       30,787           
                                                               
C Smith          222,479        115,690      106,789     60,000
                                                               
M Terrett        287,997        149,759      138,238    138,238
                                                               
PDMRs                                                          
                                                               
M Cowdry         130,521         55,520       75,001           
                                                               
M Haidinger      140,660         59,078       81,582           
                                                               
L Haynes         172,799         85,772       87,027           
                                                               
A Heath           38,400         19,968       18,432           
                                                               
M King           170,495         88,658       81,837     81,837
                                                               
A Michaelis      149,759         73,792       75,967     37,000
                                                               
J Paterson       170,495         52,172      118,323           
                                                               
A Wood           115,200         55,821       59,379     50,000

All PSP participants must retain 50 per cent of the shares they receive under
the PSP scheme until they retire from the Company or achieve a minimum
shareholding requirement. The minimum shareholding requirement is 200 per cent
of salary for the Chief Executive and 150 per cent for other executive
directors. This ensures that the participants have a personal financial
interest in the long-term success of the business.

For further information, please contact:-

Paul Davies, Acting Company Secretary [phone]

Simon Goodson, Director - Investor Relations [phone]