Marshalls Regulatory News (MSLH)

Resolution 15

That, subject to the passing of Resolution 14, the Directors be and are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred by Resolution 14 or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be limited to:

 (a) the allotment of equity securities and the sale of treasury shares in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14 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

(b) (otherwise than pursuant to paragraph (a) of this Resolution 15) to any person or persons up to an aggregate nominal amount of £2,500,652 (representing no more than 5 per cent of issued Ordinary Share capital at the date of this Notice of Annual General Meeting);

and such power shall expire at the conclusion of the 2021 Annual General Meeting of the Company (or, if earlier, at the close of business on 12 August 2021), 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.

Resolution 16

That, subject to the passing of Resolution 14, the Directors be authorised in addition to any authority granted under subparagraph (b) of Resolution 15 to allot equity securities for cash pursuant to the general authority conferred by Resolution 14 or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be:

(a) limited to the allotment of equity securities and the sale of treasury shares up to an aggregate nominal amount of £2,500,652 (representing no more than 5 per cent of issued Ordinary Share capital at the date of this Notice of Annual General Meeting); and

(b) used only for the purposes of financing (or refinancing, if the authority is used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;

and such power shall expire at the conclusion of the 2021 Annual General Meeting of the Company (or, if earlier, at the close of business on 12 August 2021), 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.

Resolution 17

That the Company be generally and unconditionally authorised and in accordance with Section 701 of the Companies Act 2006, to make market purchases (as defined in Section 693(4) of the Companies Act 2006) on the London Stock Exchange of up to 29,987,818 Ordinary Shares of 25 pence each in the capital of the Company (being approximately 14.99 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:

(a) the amount paid for each share (exclusive of expenses) shall not be more than the higher of (i) 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 (ii) 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;

(b) the minimum price which may be paid for an Ordinary Share (exclusive of expenses) is 25 pence per Ordinary Share; and

(c) the authority herein contained shall expire at the conclusion of the 2021 Annual General Meeting of the Company (or, if earlier, at the close of business on 12 August 2021), 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 had not expired.

Resolution 18

That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

For

Against

Withheld

Resolution 1

To receive the Report of the Directors and the Accounts for the year ended 31 December 2019 together with the Auditor's Report

154,219,112

1,355,566

171,766

Resolution 2

To re-appoint Deloitte LLP as Auditors to the Company

155,713,664

22,391

10,390

Resolution 3

To authorise the Directors to determine the remuneration of the Auditors of the Company

155,718,572

16,754

11,119

Resolution 4

To re-elect Vanda Murray as a Director

155,170,911

566,983

8,550

Resolution 5

To re-elect Janet Ashdown as a Director

154,637,229

1,096,995

12,220

Resolution 6

To re-elect Jack Clarke as a Director

155,705,524

34,871

8,550

Resolution 7

To re-elect Martyn Coffey as a Director

155,556,158

181,737

8,550

Resolution 8

To re-elect Graham Prothero as a Director

155,028,368

696,664

21,412

Resolution 9

To re-elect Tim Pile as a Director

153,869,798

1,868,097

8,550

Resolution 10

To elect Angela Bromfield as a Director

155,684,651

34,756

24,038

Resolution 11

To approve the Directors' Remuneration Policy for the year ended 31 December 2019

143,469,823

10,790,542

1,486,079

Resolution 12

To approve the Directors' Remuneration Report for the year ended 31 December 2019

142,294,564

8,755,346

4,696,534

Resolution 13

That 2020 Management Incentive Plan and the draft Rules

be established and approved; and that the Directors be and are authorised to do all such acts and things as may be considered necessary

143,483,125

11,804,963

458,356

Resolution 14

That the Directors are authorised to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security

into, shares in the Company

153,482,804

2,249,957

13,684

Resolution 15

The Directors be empowered to allot equity securities for cash pursuant to the general authority or by way of a sale of treasury shares

155,583,544

141,224

13,677

Resolution 16

The Directors be authorised (in addition to any authority granted under subparagraph (b) of Resolution 15) to allot equity securities for cash pursuant by way of a sale of treasury shares

154,292,917

1,431,075

22,452

Resolution 17

The Company be authorised to make

market purchases on such terms and in such manner as the Directors may determine

154,256,014

1,463,020

27,410

Resolution 18

To authorise that a general meeting other than an annual general meeting may be called on no less than 14 clear days' notice

151,560,602

4,178,433

7,410