Marshalls Regulatory News (MSLH)

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

In accordance with DTR 3.1.4(1), Marshalls plc (the "Company") was notified on 2 October 2014 that a grant of options to acquire ordinary shares of 25 pence each in the Company, in the form of a Performance Share Award under the Marshalls plc 2005 Long Term Incentive Plan (the "LTIP") was made to Jack Clarke on 2 October 2014 following his appointment as Group Finance Director.

The Award was granted under the Rules of the LTIP and will not vest unless stretching and objective performance conditions are satisfied over three successive financial years. The performance conditions are aligned with those applicable to Performance Share Awards granted to Directors and senior management in April 2014. No consideration was paid for the grant of the Performance Share Award.

A proportion of the Award has been made using a tax-advantaged share option structure, so that in the event of vesting, under current tax rules, the growth in value of the first £30,000 of an Award will be taxed as a capital gain rather than income. This will not result in a higher pre-tax value being delivered to a participant than if the Award had been made as a Performance Share Award without using the tax-advantaged share option structure. The consideration payable on exercise of the proportion of each Performance Share Award represented by tax-advantaged Options will be equal to the market value of the shares subject to such Options on the date of grant. No consideration will be payable in respect of the proportion of the Performance Share Award represented by nil cost Performance shares.

Details of the Performance Share Award granted to Jack Clarke on 2 October 2014 are set out below:

The value ascribed to a Performance share awarded on 2 October 2014 under the LTIP Rules was 198.83 pence.

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