Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Eric Schulz

2

Reason for the notification

a)

Position/status

PDMR

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Rolls-Royce Holdings plc

b)

LEI

(Pending)

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

b)

Nature of the transaction

Purchase of Ordinary Shares by the trustee under the Rolls-Royce Share Purchase Plan (standing instruction)

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - single transaction

e)

Date of the transaction

7th September 2016

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Colin Smith

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Rolls-Royce Holdings plc

b)

LEI

(Pending)

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of 20p each

GB00B63H8491

b)

Nature of the transaction

Purchase of Ordinary Shares by the trustee under the Rolls-Royce Share Purchase Plan (standing instruction)

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - single transaction

e)

Date of the transaction

7th September 2016

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

David Smith

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Rolls-Royce Holdings plc

b)

LEI

(Pending)

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of 20p each

GB00B63H8491

b)

Nature of the transaction

Purchase of Ordinary Shares by the trustee under the Rolls-Royce Share Purchase Plan (standing instruction)

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - single transaction

e)

Date of the transaction

7th September 2016

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)