Director/PDMR Shareholding

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

  * the allotment to all ordinary shareholders of 69 C Shares for every
    ordinary share held on 3rd January 2012;
   
  * the redemption of C Shares for 0.1 pence each on 5th January 2012; 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 10th January 2012 at an average price of
756.62p per ordinary share.

                  No. of C      No. of C      No. of      Total no. of shares  
                   Shares        Shares      Ordinary        carried forward                  
                  allotted      redeemed      shares            
                                             purchased                         
                                            by the CRIP                        
                                                                               
                  3 January     5 January   10 January   Ordinary    C Shares  
                    2012          2012         2012                            
                                                                               
P Byrom          15,409,149     15,409,149     2,020     225,341        -      
                                                                               
I Conn            1,375,584     1,364,406       179       20,389      11,178   
                                                                               
P Gregson          283,590       283,590        37        4,255         -      
                                                                               
A Heath           7,235,685     7,235,685       950      105,815        -      
                                                                               
M King           10,399,473     10,399,473       -       106,550        -      
                                                                               
J McAdam           103,776          -            -        1,571      226,080   
                                                                               
M Morris           52,440        52,440          -         760          -      
                                                                               
J Rishton          668,334       668,334        87        9,773         -      
                                                                               
C Smith          16,115,226    16,115,226      2,115     220,669        -      
                                                                               
I Strachan         793,500       793,500         -        11,500        -      
                                                                               
M Terrett        34,994,454    34,994,454      4,593     511,759        -      
                                                                               
R Webb             93,012           -            -        1,348      222,420   

Notified 11 January 2012

Date 11 January 2012

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