Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS plc - SHARE PURCHASE PLAN

Rolls-Royce Holdings plc (the Company) announces the purchase on 7th July 2014 of 42,378 ordinary shares in the Company by Computershare Trustees Limited (the Trustee) at a price of 1060 pence per share for the purpose of satisfying the purchase of ordinary shares by eligible employees (including executive directors and PDMRs) under the Rolls-Royce SharePurchase Plan (the Plan) for the current month. 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 director and PDMR were as follows:

Executive directors:

C P Smith 12

PDMRs:

L Haynes 11

Dated 11 July 2014

Notified by the Trustee 10 July 2014

For further information please contact:

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