Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIALRESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification requiredby DTR 3.1.2 R.

(1) An issuer making a notification in respect of a transaction relating to theshares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating theshares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3and 17 to 24.

(4) An issuer making a notification in respect of a financial instrumentrelating to the shares of the issuer (other than a debenture) should completeboxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes should in block capital letters.

1. Name of the issuer 2. State whether the notification relates to ROLLS-ROYCE HOLDINGS PLC (i) a transaction notified in accordance with DTR 3.1.2 R (I) ONLY (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006 3. Name of person discharging 4. State whether notification relates managerial responsibilities/ to a person connected with a person director discharging managerial responsibilities/director named in Mark Morris 3 and identify the connected person N/A

5. Indicate whether the notification 6. Description of shares (including

is in respect of a holding of the class), debentures or derivatives person referred to in 3 or 4 or financial instruments relating above or in respect of a to shares non-beneficial interest ORDINARY SHARES OF 20p EACH IN 3 ABOVE 7. Name of registered shareholders 8 State the nature of the transaction (s) and, if more than one, the number of shares held by each of EXERCISE OF SHARESAVE OPTION them Mark Morris -63,351 A J Morris - 8,521

9. Number of shares, debentures or 10. Percentage of issued class acquired

financial instruments relating to (treasury shares of that class shares acquired should not be taken into account when calculating percentage) 872

11. Number of shares, debentures or 12. Percentage of issued class disposed

financial instruments relating to (treasury shares of that class

shares disposed should not be taken into account when calculating percentage)13. Price per share or value of 14. Date and place of transaction transaction 387p 20 February 201315. Total holding following 16. Date issuer informed of transaction notification and total percentage holding following notification 21 February 2013 (any treasury shares should not be taken into account when calculating percentage) 72,744

If a person discharging managerial responsibilities has been granted options bythe issuer complete the following boxes

17 Date of grant 18. Period during which or date on which it can be exercised19. Total amount paid (if any) for 20. Description of shares or grant of the option debentures involved (class and number)21. Exercise price (if fixed at time 22. Total number of shares or of grant) or indication that debentures over which options held price is to be fixed at the time following notification of exercise23. Any additional information 24. Name of contact and telephone number for queries Simon Goodson 0207 227 9237

Name and signature of duly authorised officer of issuer responsible for makingnotification

PAUL DAVIES - DEPUTY COMPANY SECRETARY__________________________________________________________Date of notification 22 February 2013

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIALRESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification requiredby DTR 3.1.2 R.

(1) An issuer making a notification in respect of a transaction relating to theshares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating theshares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3and 17 to 24.

(4) An issuer making a notification in respect of a financial instrumentrelating to the shares of the issuer (other than a debenture) should completeboxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes should in block capital letters.

1. Name of the issuer 2. State whether the notification relates to ROLLS-ROYCE HOLDINGS PLC (i) a transaction notified in accordance with DTR 3.1.2 R (I) ONLY (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006 3. Name of person discharging 4. State whether notification relates managerial responsibilities/ to a person connected with a person director discharging managerial responsibilities/director named in Andrew Heath 3 and identify the connected person N/A

5. Indicate whether the notification 6. Description of shares (including

is in respect of a holding of the class), debentures or derivatives person referred to in 3 or 4 or financial instruments relating above or in respect of a to shares non-beneficial interest ORDINARY SHARES OF 20p EACH IN 3 ABOVE 7. Name of registered shareholders 8 State the nature of the transaction (s) and, if more than one, the number of shares held by each of EXERCISE OF SHARESAVE OPTION them Andrew Heath

9. Number of shares, debentures or 10. Percentage of issued class acquired

financial instruments relating to (treasury shares of that class shares acquired should not be taken into account when calculating percentage) 2018

11. Number of shares, debentures or 12. Percentage of issued class disposed

financial instruments relating to (treasury shares of that class

shares disposed should not be taken into account when calculating percentage)13. Price per share or value of 14. Date and place of transaction transaction 416.1p 6 February 201315. Total holding following 16. Date issuer informed of transaction notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 138,406 22 February 2013

If a person discharging managerial responsibilities has been granted options bythe issuer complete the following boxes

17 Date of grant 18. Period during which or date on which it can be exercised19. Total amount paid (if any) for 20. Description of shares or grant of the option debentures involved (class and number)21. Exercise price (if fixed at time 22. Total number of shares or of grant) or indication that debentures over which options held price is to be fixed at the time following notification of exercise23. Any additional information 24. Name of contact and telephone number for queries Simon Goodson 0207 227 9237

Name and signature of duly authorised officer of issuer responsible for makingnotification

PAUL DAVIES - DEPUTY COMPANY SECRETARY__________________________________________________________Date of notification 22 February 2013

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIALRESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification requiredby DTR 3.1.2 R.

(1) An issuer making a notification in respect of a transaction relating to theshares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating theshares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3and 17 to 24.

(4) An issuer making a notification in respect of a financial instrumentrelating to the shares of the issuer (other than a debenture) should completeboxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes should in block capital letters.

1. Name of the issuer 2. State whether the notification relates to ROLLS-ROYCE HOLDINGS PLC (i) a transaction notified in accordance with DTR 3.1.2 R (I) ONLY (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act 2006 3. Name of person discharging 4. State whether notification relates managerial responsibilities/ to a person connected with a person director discharging managerial responsibilities/director named in Mark King 3 and identify the connected person N/A

5. Indicate whether the notification 6. Description of shares (including

is in respect of a holding of the class), debentures or derivatives person referred to in 3 or 4 or financial instruments relating above or in respect of a to shares non-beneficial interest ORDINARY SHARES OF 20p EACH IN 3 ABOVE 7. Name of registered shareholders 8 State the nature of the transaction (s) and, if more than one, the number of shares held by each of EXERCISE OF SHARESAVE OPTION them Mark King -4,034 Penelope King - 106,550

9. Number of shares, debentures or 10. Percentage of issued class acquired

financial instruments relating to (treasury shares of that class shares acquired should not be taken into account when calculating percentage) 177

11. Number of shares, debentures or 12. Percentage of issued class disposed

financial instruments relating to (treasury shares of that class

shares disposed should not be taken into account when calculating percentage)13. Price per share or value of 14. Date and place of transaction transaction 416.1p 4 February 201315. Total holding following 16. Date issuer informed of transaction notification and total percentage holding following notification 22 February 2013 (any treasury shares should not be taken into account when calculating percentage) 110,761

If a person discharging managerial responsibilities has been granted options bythe issuer complete the following boxes

17 Date of grant 18. Period during which or date on which it can be exercised19. Total amount paid (if any) for 20. Description of shares or grant of the option debentures involved (class and number)21. Exercise price (if fixed at time 22. Total number of shares or of grant) or indication that debentures over which options held price is to be fixed at the time following notification of exercise23. Any additional information 24. Name of contact and telephone number for queries Simon Goodson 0207 227 9237

Name and signature of duly authorised officer of issuer responsible for makingnotification

PAUL DAVIES - DEPUTY COMPANY SECRETARY__________________________________________________________

Date of notification 22 February 2013