Director/PDMR Shareholding

Rolls-Royce Holdings plc (the Company) announces the following transactions by
a non-executive director 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                          
                   allotted     redeemed      shares        carried forward    
                                             purchased                         
                                            by the CRIP                        
                                                                               
                  3 January     5 January   10 January   Ordinary    C Shares  
                     2012         2012         2012                            
                                                                               
James Guyette     18,960,993   18,960,993      2,488     277,285        -      
                                                                               
Sir Simon         2,886,891     2,886,891       378       42,217        -      
Robertson                                                                      

Notified 26 January 2012

Date 26 January 2012

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