Marshalls Regulatory News (MSLH)

Resolution 13

That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

Resolution 14

That the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights"):

(a) up to an aggregate nominal amount of £16,614,896 representing approximately one-third of the current issued share capital of the Company; and

(b) up to a further aggregate nominal amount of £16,614,896 representing approximately one-third of the current issued share capital of the Company provided that (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of ordinary shares on the Register of Members at such record date as the Directors may determine, where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held, or deemed held, by them on such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory authority or stock exchange or by virtue of shares being represented by depositary receipts or any other matter;

provided that such authority shall expire at the conclusion of the 2017 Annual General Meeting, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry, and the Directors may allot shares and grant Rights in pursuance of such offer or agreement as if the authority conferred by this Resolution had not expired.

Resolution 15

That, subject to the passing of Resolution 14, the Directors be and are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred by Resolution 14 or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

(a) in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

(b) (otherwise than pursuant to paragraph (i) of this Resolution 15) to any person or persons up to an aggregate nominal amount of £2,492,234 (representing no more than 5 per cent of issued ordinary share capital at the date of this Notice of Annual General Meeting);

and such power shall expire at the conclusion of the 2017 Annual General Meeting of the Company, but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this Resolution had not expired.

Resolution 16

That the Company be generally and unconditionally authorised and in accordance with Section 701 of the Companies Act 2006, to make market purchases (as defined in Section 693(4) of the Companies Act 2006) on the London Stock Exchange of up to 29,886,875 ordinary shares of 25 pence each in the capital of the Company (being approximately 14.99 per cent of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

(a) the amount paid for each share (exclusive of expenses) shall not be more than the higher of (i) 5 per cent above the average of the middle market quotation for ordinary shares in the Company as derived from the London Stock Exchange Daily Official List for the 5 business days before the date on which the share is contracted to be purchased, and (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company as derived from the London Stock Exchange Trading System;

(b) the minimum price which may be paid for an ordinary share (exclusive of expenses) is 25 pence per ordinary share; and

(c) the authority herein contained shall expire at the conclusion of the 2017 Annual General Meeting of the Company, provided that the Company may, before such expiry, make a contract to purchase its own ordinary shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own ordinary shares in pursuance of such contract as if the authority hereby conferred had not expired.

For

Against

Withheld

Resolution 1

To receive the Report of the Directors and the Accounts for the year ended 31 December 2015 together with the Auditor's Report

150,223,903

8,395

565,831

Resolution 2

To re-appoint Deloitte LLP as Auditors to the Company

150,736,822

31,907

24,510

Resolution 3

To authorise the Directors to determine the remuneration of the Auditors of the Company

150,693,568

45,032

50,425

Resolution 4

To declare a final dividend for the year ended 31 December 2015 of 4.75 pence per ordinary share in the Company

150,791,139

3,419

14,083

Resolution 5

To declare a supplementary dividend of 2.00 pence per ordinary share in the Company

150,790,150

9,298

9,193

Resolution 6

To re-elect Andrew Allner as a Director

141,643,942

4,117,431

5,047,268

Resolution 7

To re-elect Janet Ashdown as a Director

150,721,593

40,834

46,214

Resolution 8

To re-elect Jack Clarke as a Director

147,500,304

3,272,635

35,702

Resolution 9

To re-elect Martyn Coffey as a Director

147,513,729

3,268,089

26,563

Resolution 10

To re-elect Mark Edwards as a Director

150,660,009

186,252

42,075

Resolution 11

To elect Tim Pile as a Director

150,689,523

76,783

42,075

Resolution 12

To approve the Directors' Remuneration Report, excluding the Directors' Remuneration Policy, for the year ended 31 December 2015

146,377,827

2,392,360

2,026,973

Resolution 13

To authorise that a general meeting other than an annual general meeting may be called on no less than 14 clear days' notice

137,372,272

13,421,651

14,458

Resolution 14

To renew the Directors' general authority to allot relevant securities

149,433,989

1,292,823

70,997

Resolution 15

To renew the power of the Directors to allot equity securities for cash without first offering them to shareholders pro rata to their holdings

150,489,326

208,827

99,656

Resolution 16

To grant authority to the Company to make market purchases of its own ordinary shares

148,216,261

2,533,191

58,869