Marshalls : Director Declaration

Marshalls plc: Retirement of Director - disclosure of remuneration payments on leaving date

This announcement is made in accordance with Section 430(2B) of the Companies Act 2006.

Further to the announcement dated 10 October 2013 announcing Graham Holden's retirement from the Board and making reference to the remuneration that was potentially payable on his leaving date, this announcement confirms the details of remuneration in the form of awards vesting at his leaving date of 11 April 2014, which will also be displayed on the Company's website.

Graham Holden did not receive any payment for loss of office. His entitlement to outstanding performance-related incentive awards under the Company's Performance Incentive Plan ("PIP") and Long Term Incentive Plan ("LTIP") has been calculated on a pro-rata basis in accordance with the Company's stated policy for good leavers. The amounts vesting for Graham Holden under the Company's incentive plans as at his leaving date of 11 April 2014 were as follows:-

PIP

·     749,786 shares have vested, representing the aggregate of (a) the award for the 2013 financial year that vested on 26 March 2014 following publication of the Group's 2013 results, and (b) the deferred balance of Graham Holden's PIP account which would otherwise have vested after the publication of the Group's 2014 results, but which vested in accordance with the "good leaver" policy on the leaving date. No further awards are outstanding under the PIP.

LTIP

·     664,321 shares under the LTIP have vested, comprising (a) Matching and Performance Shares granted in 2011 that vested on 26 March 2014 following the publication of the Group's 2013 results, and (b) a proportion of 2012 and 2013 Performance Share Awards pro-rated to the date of leaving which vested in accordance with the "good leaver" policy on the leaving date. The remaining balance of Performance Shares awarded in 2012 and 2013 (479,555 shares) has lapsed. No further awards are outstanding under the LTIP

The Company's Remuneration Report for the 2013 financial year sets out the Company's Remuneration Policy and the treatment of "good leavers", provides details of the operation of the PIP and LTIP, and shows the remuneration earned by Graham Holden as a director and/or a past director during the relevant period, including the final PIP and LTIP awards referred to in this announcement.

Enquiries:

11 April 2014