Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Marion C Blakey

2

Reason for the notification

a)

Position/status

President, CEO Rolls-Royce North America

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

213800EC7997ZBLZJH69

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

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

e)

Date of the transaction

5th May 2017

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Christopher Cholerton

2

Reason for the notification

a)

Position/status

President - Defence Aerospace

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

213800EC7997ZBLZJH69

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

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

e)

Date of the transaction

5th May 2017

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

 Stephen Daintith

Reason for the notification

Position/status

Chief Financial Officer

Initial notification /Amendment

Initial notification

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

Name

Rolls-Royce Holdings plc

LEI

213800EC7997ZBLZJH69

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

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

Nature of the transaction

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

Price(s) and volume(s)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

Date of the transaction

5th May 2017

Place of the transaction

London Stock Exchange, Main Market (XLON)

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Warren East

2

Reason for the notification

a)

Position/status

Chief Executive

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

213800EC7997ZBLZJH69

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

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

e)

Date of the transaction

5th May 2017

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Mark Gregory

2

Reason for the notification

a)

Position/status

General Counsel

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

213800EC7997ZBLZJH69

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

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

e)

Date of the transaction

5th May 2017

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

Harry Holt

Reason for the notification

Position/status

President and General Manager - Nuclear

Initial notification /Amendment

Initial notification

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

Name

Rolls-Royce Holdings plc

LEI

213800EC7997ZBLZJH69

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

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

Nature of the transaction

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

Price(s) and volume(s)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

Date of the transaction

5th May 2017

Place of the transaction

London Stock Exchange, Main Market (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

Mary Humiston

Reason for the notification

Position/status

Human Resources Director

Initial notification /Amendment

Initial notification

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

Name

Rolls-Royce Holdings plc

LEI

213800EC7997ZBLZJH69

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

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

Nature of the transaction

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

Price(s) and volume(s)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

Date of the transaction

5th May 2017

Place of the transaction

London Stock Exchange, Main Market (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

 Simon Kirby

Reason for the notification

Position/status

Chief Operating Officer

Initial notification /Amendment

Initial notification

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

Name

Rolls-Royce Holdings plc

LEI

213800EC7997ZBLZJH69

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

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

Nature of the transaction

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

Price(s) and volume(s)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

Date of the transaction

5th May 2017

Place of the transaction

London Stock Exchange, Main Market (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

Mikael Makinen

Reason for the notification

Position/status

President - Marine

Initial notification /Amendment

Initial notification

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

Name

Rolls-Royce Holdings plc

LEI

213800EC7997ZBLZJH69

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

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

Nature of the transaction

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

Price(s) and volume(s)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

Date of the transaction

5th May 2017

Place of the transaction

London Stock Exchange, Main Market (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

Eric Schulz

Reason for the notification

Position/status

President - Civil Aerospace

Initial notification /Amendment

Initial notification

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

Name

Rolls-Royce Holdings plc

LEI

213800EC7997ZBLZJH69

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

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

Nature of the transaction

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

Price(s) and volume(s)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

Date of the transaction

5th May 2017

Place of the transaction

London Stock Exchange, Main Market (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

 Ben Story

Reason for the notification

Position/status

Strategic Marketing Director

Initial notification /Amendment

Initial notification

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

Name

Rolls-Royce Holdings plc

LEI

213800EC7997ZBLZJH69

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

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

Nature of the transaction

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

Price(s) and volume(s)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

Date of the transaction

5th May 2017

Place of the transaction

London Stock Exchange, Main Market (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

 Andreas Schell

Reason for the notification

Position/status

CEO - Rolls-Royce Power Systems AG

Initial notification /Amendment

Initial notification

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

Name

Rolls-Royce Holdings plc

LEI

213800EC7997ZBLZJH69

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

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

Nature of the transaction

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

Price(s) and volume(s)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

Date of the transaction

5th May 2017

Place of the transaction

London Stock Exchange, Main Market (XLON)

Details of the person discharging managerial responsibilities / person closely associated

Name

 Paul Stein

Reason for the notification

Position/status

Chief Technology Officer

Initial notification /Amendment

Initial notification

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

Name

Rolls-Royce Holdings plc

LEI

213800EC7997ZBLZJH69

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

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

GB00B63H8491

Nature of the transaction

Award of conditional shares made under the Rolls-Royce Long Term Incentive Plan

Price(s) and volume(s)

Aggregated information

- Aggregated volume

- Price

Not applicable - grant of award

Date of the transaction

5th May 2017

Place of the transaction

London Stock Exchange, Main Market (XLON)