Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS PLC                            

                               PDMR SHAREHOLDING                               

                               4 September 2012                                

Rolls-Royce Holdings plc (Company) announces that on 3 September 2012, ordinary
shares in the Company were transferred to the following 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 1
September 2009 at a grant price of 452 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 832.25 pence.

                 A             B             C           D     
                                                               
               Number of      Number of Total Shares      Total
                  Shares Shares Sold to     released  number of
                  vested  Discharge Tax                released
                              Liability        (A-B)           
                                                         shares
                                                           sold
                                                               
PDMRs                                                          
                                                               
D Korte           60,273         21,223       39,050     19,524
                                                               
P Morgan          50,282         24,572       25,710     12,859

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. 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]