Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS plc - SHARE PURCHASE PLAN

Rolls-Royce Holdings plc (the Company) announces the purchase on 10th December 2014 of ordinary shares on behalf of the Company by Computershare Trustees Limited (the Trustee), under the Rolls-Royce Share Purchase Plan (the Plan), for plan participants (including directors and PDMRs) at a price of £8.94 pence per share.

The Plan has been approved by the Inland Revenue as a share incentive plan under Schedule 8 to the Finance Act 2000.

The numbers of ordinary shares purchased on this date on behalf of the executive directors and PDMRs were as follows:

Executive directors:

C P Smith 14

D Smith 16

PDMRs:

L Haynes 14

Dated 15th December 2014

Notified by the Trustee 15th December 2014

For further information please contact:

Andrew Harvey-Wrate, Rolls-Royce Holdings plc, tel. no. 01332 245099