Rolls-Royce Group plc : Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

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

(1) An issuer making a notification in respect of a transaction relating to the shares 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 the shares 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 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 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 IAIN CONN 3 and identify the connected person N/A 5. Indicate whether the 6. Description of shares (including

notification is in respect of a class), debentures or derivatives holding of the person referred or financial instruments relating to in 3 or 4 above or in respect to shares of a 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 MARKET PURCHASE them IAIN CONN

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

financial instruments relating (treasury shares of that class to shares acquired should not be taken into account when calculating percentage) 325

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

financial instruments relating (treasury shares of that class

to 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 762.5p 9 January 2012 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following 9 January 2012 notification (any treasury shares should not be taken into account when calculating percentage) 20,535

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

17 Date of grant 18. Period during which or date on which it can be exercised

19. 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

price is to be fixed at the time held following notification

of exercise

23. Any additional information 24. Name of contact and telephone

number for queries The above purchase of shares were made today under Mark Alflatt 020 7227 9164 arrangements for directors to purchase shares on a monthly basis using a percentage of their after tax fees. The above purchase is consistent with the arrangements which are already in place.

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - ACTING COMPANY SECRETARY __________________________________________________________ Date of notification 9 January 2012

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

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

(1) An issuer making a notification in respect of a transaction relating to the shares 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 the shares 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 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 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 JOHN NEILL 3 and identify the connected person N/A 5. Indicate whether the 6. Description of shares (including

notification is in respect of a class), debentures or derivatives holding of the person referred or financial instruments relating to in 3 or 4 above or in respect to shares of a 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 MARKET PURCHASE them

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

financial instruments relating (treasury shares of that class to shares acquired should not be taken into account when calculating percentage) 129

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

financial instruments relating (treasury shares of that class

to 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 762.5p 9 January 2012 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following 9 January 2012 notification (any treasury shares should not be taken into account when calculating percentage) 36,593

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

17 Date of grant 18. Period during which or date on which it can be exercised

19. 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

price is to be fixed at the time held following notification

of exercise

23. Any additional information 24. Name of contact and telephone

number for queries The above purchase of shares were made today under Mark Alflatt 020 7227 9164 arrangements for directors to purchase shares on a monthly basis using a percentage of their after tax fees. The above purchase is consistent with the arrangements which are already in place.

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - ACTING COMPANY SECRETARY __________________________________________________________ Date of notification 9 January 2012

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

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

(1) An issuer making a notification in respect of a transaction relating to the shares 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 the shares 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 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 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 PROFESSOR SIR PETER GREGSON 3 and identify the connected person N/A

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

notification is in respect of a class), debentures or derivatives holding of the person referred or financial instruments relating to in 3 or 4 above or in respect to shares of a 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 MARKET PURCHASE them PROFESSOR SIR PETER GREGSON

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

financial instruments relating (treasury shares of that class to shares acquired should not be taken into account when calculating percentage) 51

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

financial instruments relating (treasury shares of that class

to 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 762.5p 9 January 2012 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following 9 January 2012 notification (any treasury shares should not be taken into account when calculating percentage) 4,269

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

17 Date of grant 18. Period during which or date on which it can be exercised

19. 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

price is to be fixed at the time held following notification

of exercise

23. Any additional information 24. Name of contact and telephone

number for queries The above purchase of shares were made today under Mark Alflatt 020 7227 9164 arrangements for directors to purchase shares on a monthly basis using a percentage of their after tax fees. The above purchase is consistent with the arrangements which are already in place.

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - ACTING COMPANY SECRETARY __________________________________________________________ Date of notification 9 January 2012

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

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

(1) An issuer making a notification in respect of a transaction relating to the shares 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 the shares 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 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 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 DR JOHN McADAM 3 and identify the connected person N/A 5. Indicate whether the 6. Description of shares (including

notification is in respect of a class), debentures or derivatives holding of the person referred or financial instruments relating to in 3 or 4 above or in respect to shares of a 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 MARKET PURCHASE them

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

financial instruments relating (treasury shares of that class to shares acquired should not be taken into account when calculating percentage) 31

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

financial instruments relating (treasury shares of that class

to 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 762.5p 9 January 2012 15. Total holding following 16. Date issuer informed of transaction

notification and total percentage holding following 9 January 2012 notification (any treasury shares should not be taken into account when calculating percentage) 1,602

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

17 Date of grant 18. Period during which or date on which it can be exercised

19. 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

price is to be fixed at the time held following notification

of exercise

23. Any additional information 24. Name of contact and telephone

number for queries The above purchase of shares were made today under Mark Alflatt 020 7227 9164 arrangements for directors to purchase shares on a monthly basis using a percentage of their after tax fees. The above purchase is consistent with the arrangements which are already in place.

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - ACTING COMPANY SECRETARY __________________________________________________________

Date of notification 9 January 2012

XLON