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ROLLS-ROYCE HOLDINGS PLC: Director/PDMR Shareholding


Amendment

Rolls-Royce Holdings plc (the Company) announces the following transactions by its directors and pdmrs and their connected persons as a consequence of:

* the allotment to all ordinary shareholders of 76 C Shares for every


    ordinary share held on 2nd January 2013;
      * the redemption of C Shares for 0.1 pence each on 4th January 2013; and
      * the reinvestment of the proceeds of that redemption into further ordinary
    shares by operation of the C Share Reinvestment Plan (CRIP).

The CRIP purchase was completed on 7th January 2013 at an average price of 906.21p per ordinary share.


                  No. of C      No. of C      No. of      Total no. of shares  
                   Shares        Shares      Ordinary                          
                  allotted      redeemed      shares        carried forward    
                                             purchased                         
                                            by the CRIP                        
                                                                               
                  2 January     4 January    7 January   Ordinary    C Shares  
                    2013          2013         2013                            

Mark Morris 5,462,272 2,509,064 - 71,872 7,267,705

Date 1 February 2013

For further information contact Paul Davies, Deputy Company Secretary

Tel. No. 01332 245878.

END

-0- Feb/01/2013 16:03 GMT

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