Marshalls : Retirement of Directors - Remuneration Statement

Marshalls plc: Retirement of Directors - Remuneration Statement

In connection with the announcement made today in relation to the retirement of Ian Burrell on 1 October 2014 and of David Sarti on 1 December 2014 as Directors of Marshalls plc (the "Company"), the following information in relation to remuneration will be displayed on the Company's website:

Ian Burrell

There is no payment for loss of office on Ian Burrell ceasing to be a Director of the Company. Ian Burrell is expected to continue in employment until retirement on 30 June 2015, and will continue to receive his salary and benefits in accordance with his current service agreement, details of which are set out in the Company's 2013 Remuneration Committee Report (the "Remuneration Report") until the retirement date. He will continue to be eligible for bonus and share grants under the Company's incentive plans in respect of the 2014 financial year and a proportion of the 2015 financial year.

The Company's Remuneration Reports for the financial years ending 31 December 2014 and 2015 will include the remuneration earned by Ian Burrell as a past Director during the relevant period and an explanation of how these were calculated.

David Sarti

There is no payment for loss of office on David Sarti ceasing to be a Director of the Company. David Sarti is expected to continue in employment until retirement on 31 December 2014, and will continue to receive his salary and benefits in accordance with his current service agreement, details of which are set out in the Remuneration Report, until the retirement date. He will continue to be eligible for bonus and share grants under the Company's incentive plans in respect of the 2014 financial year.

The Company's Remuneration Report for the financial year ending 31 December 2014 will include the remuneration earned by David Sarti as a past Director during the relevant period and an explanation of how these were calculated.

Incentive Scheme entitlements

The entitlement to outstanding performance-related incentive awards under the Company's 2014 Management Incentive Plan ("MIP"), together with any outstanding awards under the 2011 Performance Incentive Plan ("PIP") and 2005 Long Term Incentive Plan ("LTIP") will be calculated, in so far as the vesting period would otherwise fall after the date of cessation of employment, for both Ian Burrell and David Sarti in accordance with the Company's stated policy for good leavers, and will be included in the Company's Remuneration Report for the year in which, or by reference to which, they vest.  Full details of the operation of the MIP, PIP and LTIP are set out in the Remuneration Report.

The expected position under the Company's incentive plans as at 1 October 2014 is as follows:-

MIP

Each of Ian Burrell and David Sarti is eligible for an award under Element A of the MIP of up to 150% of salary, depending on performance targets measured by reference to the audited accounts of the Company for the financial year ending 31 December 2014. Ian Burrell is also expected to be eligible for an award under Element B of the MIP in March 2015.The maximum entitlement under Element B of the MIP is 100% of salary, based on a three year holding period, and any award would be pro-rated proportionately to the actual period of service. David Sarti is not expected to be eligible for an award under Element B of the MIP, which depends on continued employment at the date of grant. The exact value of awards earned by Ian Burrell and David Sarti under the MIP will not be determined until after the announcement of the 2014 financial results in the case of 2014 awards, and of the 2015 financial results in the case of 2015 awards.

PIP

Ian Burrell and David Sarti are each conditionally entitled to a deferred balance of 204,439 shares which are expected to be released to them following the announcement of the Company's results for 2014. Dividends declared and paid during 2014 are expected to be added to PIP balances.

LTIP

The maximum number of shares subject to awards which, depending on the satisfaction of the LTIP performance conditions for the relevant award, could be received on vesting as at the date of this announcement is set out below.  In each case this has been pro-rated to the anticipated date of cessation of employment in accordance with the good leaver provisions of the LTIP Rules.

·     Ian Burrell  =  473,279 shares

·     David Sarti =  414,061 shares

Both Ian Burrell and David Sarti will qualify as good leavers for the purposes of the LTIP due to retirement. The Remuneration Report sets out the treatment of awards under the LTIP on cessation of employment in such circumstances.

The mid-market price of the Company's ordinary shares on the day immediately preceding the date of this announcement was 200.75 pence per share.

Enquiries:

1 October 2014