Marshalls Regulatory News (MSLH)

8.

That a general meeting other than an annual general meeting may be called on no less than 14 clear days' notice.

9.

That, subject to and in accordance with Article 17 of the Articles of Association of the Company, the Directors be generally and unconditionally authorised in accordance with Section 80 (2) of the Companies Act 1985 

(a) to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 80 of the Companies Act 1985) up to a maximum nominal amount of £11,723,437 representing approximately one third of the current issued share capital of the Company (excluding treasury shares); and

(b) to exercise all the powers of the Company to allot relevant securities comprising equity securities (within the meaning of Section 94 the Companies Act 1985) of up to a further aggregate nominal amount of £11,723,437 representing approximately one third of the current issued share capital of the Company (excluding treasury shares) provided that they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the Directors may determine, where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed held by them on such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory authority or stock exchange or by virtue of shares being represented by depositary receipts or any other matter;

provided that such authority shall expire at the conclusion of the 2010 Annual General Meeting, save that the Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred by this Resolution had not expired.

10.

That, subject to the passing of Resolution 9 above, and in accordance with Article 18 of the Articles of Association of the Company, the Directors be and they are hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (as defined in Section 94 of the Companies Act 1985) for cash pursuant to the general authority conferred by Resolution 9 above or by way of a sale of treasury shares as if Section 89(1) of the Companies Act 1985 did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares: 

(i) in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 9 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

(ii) (otherwise than pursuant to paragraph (i) above) up to an aggregate nominal amount of £1,788,828; 

and such power shall expire at the conclusion of the 2010 Annual General Meeting of the Company, but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this Resolution had not expired.

11.

That the Company be generally and unconditionally authorised, pursuant to Article 10 of the Articles of Association of the Company and in accordance with Section 166 of the Companies Act 1985, to make market purchases (as defined in Section 163 (3) of the Companies Act 1985) on the London Stock Exchange of up to 20,961,506 ordinary shares of 25 pence each in the capital of the Company (excluding treasury shares) (being approximately 14.9 per cent of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that: 

(i) the amount paid for each share (exclusive of expenses) shall not be more than the higher of: (a) 5 per cent above the average of the middle market quotation for ordinary shares in the Company as derived from the London Stock Exchange Daily Official List for the 5 business days before the date on which the share is contracted to be purchased; and (b) an amount equal to the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company as derived from the London Stock Exchange Trading System;

(ii) the minimum price which may be paid for an ordinary share (exclusive of expenses) is 25 pence per ordinary share; and

(iii) the authority herein contained shall expire at the conclusion of the 2010 Annual General Meeting of the Company, provided that the Company may, before such expiry, make a contract to purchase its own ordinary shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own ordinary shares in pursuance of such contract as if the authority hereby conferred hereby had not expired.