RYCEY Rolls Royce Holdings PLC (PK)

                ROLLS-ROYCE HOLDINGS plc - SHARE PURCHASE PLAN

Rolls-Royce Holdings plc (theCompany) announces the purchase on 7th February 2013 of 24,738 ordinary shares in the Company by Computershare Trustees Limited (the Trustee) at a price of 972.00 pence per share for the purpose of satisfying the purchase of ordinary shares by eligible employees (including executive directors and PDMRs) under the Rolls-Royce SharePurchase Plan (the Plan) for the current month. 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 PDMR were as follows:

Executive directors:

C P Smith      13

PDMRs:

A Michaelis    13

Company notified 12 February 2013

Dated 12 February 2013

For further information please contact:
Paul Davies, Deputy Company Secretary, Rolls-Royce Holdings plc, tel. no. 01332 245878