Marshalls Regulatory News (MSLH)

Resolution 13

That the Directors be authorised to establish the Marshalls Bonus Share Plan ("BSP") and to do all such acts and things as may be necessary or expedient to give effect to the BSP.

Resolution 14

That the Directors be authorised to establish the Marshalls 2015 Sharesave Plan and to do all such acts and things as may be necessary or expedient to give effect to the Sharesave Plan as a tax-advantaged plan under Schedule 3 to the Income Tax (Earnings & Pensions) Act 2003 ("ITEPA").

Resolution 15

That the Directors be authorised to renew the Marshalls Employee Share Incentive Plan ("SIP") and to do all such acts and things as may be necessary or expedient for the purpose of extending the SIP for a further period of 10 years and implementing and giving effect to amendments to update the rules of the SIP, including in such manner as may be necessary to ensure that they meet the requirements for SIP schemes as set out in Schedule 2 to ITEPA.

Resolution 16

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

Resolution 17

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 2016 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 18

That, subject to the passing of Resolution 17, 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 17 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 17 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 18) to any person or persons up to an aggregate nominal amount of £2,492,234 (representing no more than 5% of issued ordinary share capital at the date of this Notice of AGM);

and such power shall expire at the conclusion of the 2016 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 19

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 2016 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 2014 together with the Auditor's Report

145,132,515

5,370

112,254

Resolution 2

To appoint Deloitte LLP as Auditors to the Company

145,140,882

67,377

41,964

Resolution 3

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

145,094,598

126,140

29,485

Resolution 4

To declare a final dividend for the year ended 31 December 2014 of 4.00 pence per ordinary share in the Company

145,245,241

1,350

3,632

Resolution 5

To re-elect Andrew Allner as a Director

139,312,964

63,545

5,873,714

Resolution 6

To re-elect Martyn Coffey as a Director

145,200,297

13,459

36,377

Resolution 7

To re-elect Alan Coppin as a Director

145,182,396

30,461

37,366

Resolution 8

To re-elect Mark Edwards as a Director

145,187,603

26,201

36,419

Resolution 9

To re-elect Tim Pile as a Director

145,185,800

25,565

38,858

Resolution 10

To elect Jack Clarke as a Director

145,202,953

10,893

36,377

Resolution 11

To elect Janet Ashdown as a Director

145,180,223

23,847

46,153

Resolution 12

To approve the Directors' Remuneration Report, excluding the Directors' Remuneration Policy, for the year ended 31 December 2014

138,048,276

773,621

6,428,326

Resolution 13

To authorise the Directors to establish the Marshalls Bonus Share Plan

144,287,439

415,793

537,375

Resolution 14

To authorise the Directors to establish the Marshalls 2015 Sharesave Plan

144,650,936

558,207

41,080

Resolution 15

To authorise the Directors to renew the Marshalls Employee Share Incentive Plan

144,839,289

364,668

46,266

Resolution 16

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

133,187,241

12,021,633

12,780

Resolution 17

To renew the Directors' general authority to allot relevant securities

144,753,334

439,483

55,630

Resolution 18

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

144,974,690

178,524

70,909

Resolution 19

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

145,059,271

172,592

18,360