Director/PDMR Shareholding

Rolls-Royce Holdings plc (the Company) announces the following transactions byits 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 of906.21p 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 2013Date 9 January 2013

For further information contact Paul Davies, Deputy Company Secretary

Tel. No. 01332 245878.