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") has been advised on 26 March 2014 of the following transactions involving Executive Directors relating to interests in the ordinary shares of 25 pence each in the Company:-

Vesting of 2011 LTIP Awards

1. Certain Executive Directors have exercised their nil-cost options in the form of Matching and Performance Share Awards granted on 17 March 2011("2011 LTIP Awards") under the Marshalls plc 2005 Long Term Incentive Plan (the "LTIP"). These awards were conditional upon the satisfaction of performance conditions over the three financial years ending 31 December 2011, 2012 and 2013. Following publication of the Annual Results for 2013, LTIP participants have been advised that certain of the performance conditions have been met, with the result that 100 per cent of 2011 Matching Shares have vested and 50 per cent of 2011 Performance Shares have vested.

2. The Marshalls plc Employee Benefit Trust (the "EBT") as grantor of the 2011 LTIP Awards, agreed that in order to provide the EBT with flexibility in relation to the satisfaction of future employee share awards, the Company would satisfy the 2011 LTIP Awards by the transfer of shares from treasury. The Company has transferred 985,905 shares previously held in treasury to LTIP participants, including Executive Directors, exercising their nil-cost options in respect of 2011 LTIP Awards.

3. In order to enable participants to meet tax liabilities arising on the exercise of 2011 LTIP Awards and where participants wished to sell shares, the EBT offered to acquire all or a proportion of those 2011 Matching and Performance Shares acquired by the relevant participant on exercise. The number of shares purchased by the EBT from Executive Directors is shown below.

4. In accordance with the rules of the LTIP, no consideration was payable by participants on the transfer to them of shares on exercise of their 2011 LTIP 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 182.94 pence per ordinary share, being the mid-market closing price of Marshalls 25 pence ordinary shares on 26 March 2014.

5. The resulting balance of shares held by the EBT following the transactions was 3,369,436 (representing 1.69% of issued share capital).

6. The effective date on which the transactions took place was 26 March 2014.

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