Marshalls Regulatory News (MSLH)

Marshalls plc: Retirement of Director - disclosure of remuneration payments vesting on retirement

This announcement is made in accordance with Section 430(2B) of the Companies Act 2006.

Further to the announcement dated 1 October 2014 of Ian Burrell's retirement from the Board, this announcement confirms the details of remuneration in the form of incentive awards vesting on his retirement which have now been exercised and/or transferred to him following the publication of the Group's half-year results. These details will also be displayed on the Company's website.

Ian Burrell's entitlement to outstanding performance-related incentive awards under the Company's Management Incentive Plan ("MIP") and 2005 Long Term Incentive Plan ("LTIP") has been calculated on a pro-rata basis in accordance with the Company's stated policy for good leavers. The amounts vesting under the Company's incentive plans were as follows:-

MIP

· 98,941 shares have vested, comprising the balance of 80,130 MIP 2014 Element A deferred shares and 17,644 MIP 2014 Element B shares, and the 2014 dividend payment of 4 pence converted into 1,167 shares.

LTIP

· 244,991 shares under the LTIP have vested, comprising a proportion of 2013 and 2014 Performance Share Awards pro-rated to the date of leaving which vested in accordance with the "good leaver" policy on the leaving date. The remaining balance of Performance Shares awarded in 2013 and 2014 (104,109 shares) has lapsed. No further awards are outstanding under the LTIP.

The expected vesting of these awards was disclosed in the Company's Remuneration Report for the 2014 financial year and is in accordance with the Company's Remuneration Policy for "good leavers". Subject to disposing of sufficient shares to pay applicable tax and NIC, the 2014 MIP Element B Award shares must be retained until March 2020.

Ian Burrell may receive a further MIP Element A Award for the period up to 30 June 2015, and this will be determined following announcement of the Group's results for the 2015 financial year and fully disclosed in the Company's 2015 Remuneration Report.

The Marshalls plc Employee Benefit Trust (the "EBT"), in accordance with its policy to retain flexibility for the satisfaction of future share awards, has purchased 334,470 of Ian Burrell's shares on exercise in order to enable him to meet tax liabilities and in accordance with his instructions. This sale and purchase of shares was by means of an "off market" transaction in which the value ascribed to the shares was determined as 335.0 pence per ordinary share, being the mid-market closing price of Marshalls' 25 pence ordinary shares on 28 August 2015.

The resulting balance of shares held by the EBT following the transaction was 3,051,384 (representing 1.53% of issued share capital). The effective date on which the sale and purchase took place was 28 August 2015.

Enquiries:

1 September 2015