Marshalls Regulatory News (MSLH)

DTR 3.1.2R: TRANSFERS OF SHARES TO SATISFY AWARDS VESTING UNDER EMPLOYEE SHARE SCHEME

In accordance with DTR 3.1.2R of the Disclosure and Transparency Rules, Marshalls plc (the "Company") has been advised that the following transactions relating to the ordinary shares of the Company have been entered into by the Marshalls plc Employee Benefit Trust (the "EBT") in connection with the vesting of awards under the Company's share based incentive schemes:

Transfer of shares to satisfy LTIP awards

647,612 ordinary shares of 25 pence each in the Company have been transferred to participants by the EBT at the Company's request to satisfy awards under the Marshalls plc Long Term Incentive Plan ("LTIP") granted in 2014 that vested and were exercised on 15 March 2017.

Under the rules of the LTIP (i) no consideration is payable by participants on exercise of their Nil-Cost Option and CSOP-Linked Option awards, and (ii) the exercise price set at the date of grant (180.1 pence per ordinary share) is payable on the exercise of participants' CSOP Options.

Purchase of shares by EBT

304,356 ordinary shares of 25 pence each in the Company were purchased by the EBT from participants to enable them to pay the exercise price where applicable and to settle taxation and other liabilities arising on the vesting of their LTIP options. These shares will be held for the purposes of satisfying employee share awards in future.

The purchase of shares by the EBT was an "off market" transaction in which the value ascribed to the shares was determined as 346.9 pence per ordinary share, being the mid-market closing price of Marshalls' 25 pence ordinary shares on 15 March 2017.

The resulting total number of shares held by the EBT is 1,783,093, representing 0.89 per cent of the issued share capital of the Company (199,378,755 ordinary shares).

Enquiries: C E Baxandall, Group Company Secretary

Marshalls plc, +44 (0) 1422 314761