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 7 January Ordinary C Shares 2013 2013 2013 C Smith CBE 21,497,512 21,497,512 2,353 285,215 - A Heath 10,279,988 10,279,988 1,125 136,388 - Notified 17January 2013Date 17 January 2013

For further information contact Paul Davies, Deputy Company Secretary

Tel. No. 01332 245878.