Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS plc - SHARE PURCHASE PLAN

Rolls-Royce Holdings plc (the Company) announces the purchase on 9th May 2016 of ordinary shares on behalf of the Company by Computershare Trustees Limited (the Trustee), under the Rolls-Royce Share Purchase Plan (the Plan), for plan participants (including directors and PDMRs) at a price of £6.469 per share.

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 directors and PDMRs were as follows:

Executive directors:

C P Smith 19

D Smith 23

PDMRs:

L Haynes 19

E Schulz 23

Dated 13th May 2016

For further information please contact:

Carolyn Sharpe

Assistant Company Secretary

Rolls-Royce Holdings plc

Tel. no. 01332 245096

Email: carolyn.sharpe@rolls-royce.com