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 76 C Shares for every
    ordinary share held on 2nd January 2013;
   
  * the redemption of C Shares for 0.1 pence each on 4th January 2013; 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 7th January 2013 at an average price of
906.21p 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                        
                                                                               
                  2 January     4 January    8 January   Ordinary    C Shares  
                    2013          2013         2013                            
                                                                               
H Alexander        97,128           -            -        1,576      387,369   
                                                                               
P Byrom          17,328,988    17,328,988       1,897    229,910        -      
                                                                               
F Chapman          53,048           -            -        1,373       53,048   
                                                                               
I Conn            1,797,400     1,797,400       196       24,680      11,178   
                                                                               
M Cowdry         11,852,124    11,852,124        -       155,949        -      
                                                                               
L Haynes          7,005,224    16,775,668        -        92,174        -      
                                                                               
M King            8,404,384     8,404,384        -       110,584        -      
                                                                               
J McAdam           141,208       141,208         -        1,938         -      
                                                                               
M Morris          5,462,272     5,462,272        -        71,872        -      
                                                                               
J Rishton         8,121,740     8,121,740       890      107,755        -      
                                                                               
I Strachan         874,000       874,000         -        11,500        -      

Notified 8 January 2013


Date 9 January 2013

For further information contact Paul Davies, Deputy Company Secretary

Tel. No. 01332 245878.