Marshalls Regulatory News (MSLH)

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY ("PDMR") OR CONNECTED PERSONS

In accordance with DTR 3.1.4(1), Marshalls plc (the "Company") has been advised on 10 March 2015 of the following transactions in the ordinary shares of 25 pence each in the Company and resulting interests of Executive Directors/ PDMR and their connected persons:-

1. Vesting of shares under the Marshalls plc 2011 Performance Incentive Plan (the "PIP") and the Marshalls plc 2005 Long Term Incentive Plan (the "2005 LTIP")

Shares have been released from deferred Bonus Plan Accounts carried over from previous years under the PIP. The vesting of the deferred shares was conditional upon a financial threshold for forfeiture not being breached during the financial year 2014, and this condition was met.

Award holders have also exercised their nil-cost options in the form of Performance Share Awards granted on 20 March 2012 under the 2005 LTIP. These awards were conditional upon the satisfaction of performance conditions over the three financial years ending 31 December 2012, 2013 and 2014, and following publication of the Annual Results for 2014, a proportion of these Performance Share Awards have vested.

The Marshalls plc Employee Benefit Trust (the "EBT") has satisfied vesting awards out of shares previously acquired in the market by the EBT. The EBT also offered to purchase shares from participants, in particular to enable them to satisfy tax liabilities on the vesting of the awards. The sale and purchase of shares between the EBT and PIP and LTIP participants were "off market" transactions in which the value ascribed to the shares was determined as 249 pence per ordinary share, being the mid-market closing price of the Company's 25 pence ordinary shares on 9 March 2015.

The shares vesting under the PIP and LTIP and the resulting interests of Executive Directors/PDMR are shown below.

The effective date on which the PIP and LTIP transactions referred to in this announcement took place was 9 March 2015.The resulting balance of shares held by the EBT following the transactions was 2,733,596 (representing 1.37% of issued share capital).

2. Award of Element B Shares under the Marshalls 2014 Management Incentive Plan (the "MIP")

Options to acquire ordinary shares of 25 pence each in the Company in the form of Element B Awards have been awarded to Executive Directors under the MIP.

Element B Awards are based on stretching performance conditions measured over the previous financial year. Element B Award shares are granted in the form of nil-cost options or conditional shares that vest on the third anniversary of the award date; however, 50 per cent of the awards are dependent on a further financial condition being met, and all awards are subject to continued employment throughout the vesting period. Once vested, Element B Award shares may not be sold for a further 2 years. No consideration was paid for the grant of the Element B Awards.

The Element B Awards granted to Executive Directors under the MIP were as follows:

The award value ascribed to an Element B Share under the MIP Rules is calculated by reference to the mid-market average value for the 30 day period ending 31 December 2014 (228 pence).The effective date of grant of Element B Awards referred to in this announcement was 10 March 2015.

Enquiries: C E Baxandall, Group Company Secretary, Marshalls plc, tel: 01422 314777