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 15 March 2017 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 2005 Long Term Incentive Plan (the "2005 LTIP")

Award holders have exercised their nil-cost options in the form of Performance Share Awards granted on 1 April 2014 under the 2005 LTIP. These awards were conditional upon the satisfaction of performance conditions over the three financial years ending 31 December 2014, 2015 and 2016, and following publication of the Annual Results for 2016, all 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 LTIP participants were "off market" transactions in which the value ascribed to the shares was determined as 346.9 pence per ordinary share, being the mid-market closing price of the Company's 25 pence ordinary shares on 15 March 2017.

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

The effective date on which the LTIP transactions referred to in this announcement took place was 15 March 2017. The resulting balance of shares held by the EBT following the transactions was1,783,093 (representing 0.89% of issued share capital).

A further 15,088 LTIP 2014 award shares are held by Jack Clarke. These were granted in the form of CSOP options and may not be exercised until 2 October 2017.

2. Award of Element B Shares under the Marshalls 2016 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 in respect of performance during 2016.

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 2016 (287.6 pence).The effective date of grant of Element B Awards referred to in this announcement was 15 March 2017 so the vesting period will expire on 15 March 2020.

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