Statement re 2023 AGM Remuneration Report Vote

7 November 2023

Marshalls plc

("Marshalls" or the "Company")

Update statement

In accordance with Provision 4 of the UK Corporate Governance Code

Annual General Meeting 2023 Remuneration Report vote

At Marshall's annual general meeting ("AGM") held on 10 May 2023, 75.02 per cent of votes were received in favour of Resolution 14, the advisory vote to approve the directors' remuneration report (excluding the directors' remuneration policy). The remuneration report is set out on pages 120 to 123 of Marshalls Annual Report and Accounts 2022. The remuneration policy (Resolution 13) was approved by 88.35 per cent of shareholders.

The UK Corporate Governance Code requires that companies provide an update to the market within six months of an AGM where more than 20 per cent of shareholders have voted against a resolution. This statement provides an update on the actions that have been taken by the Company.

The Remuneration Committee (the "Committee") engaged extensively with the Company's major shareholders, both before and after the AGM.

The Committee Chair wrote to major shareholders before the AGM, setting out details of the remuneration policy review (undertaken ahead of the policy being put forward for approval at the AGM) and the rationale for adjustments to executive director salaries. The Committee Chair also had meetings with shareholders who wished to discuss the arrangements, ensuring the Company fully understood their views and any concerns. The Committee acknowledges that several shareholders questioned the quantum and timing of executive director salary increases.

Following the AGM, the Committee Chair engaged again with those major shareholders who voted against the remuneration report (Resolution 13) to ensure they had another opportunity to share and discuss their views and concerns.

Having reflected on the feedback, the Committee continues to believe that it acted fairly and proportionately with regard to executive director salary increases, with balanced consideration given to the increased responsibilities of the relevant executive directors and market positioning. The Committee understands the sensitivity of executive director salary increases, particularly given the economic climate at the time and believes its decisions were robust, based on sound principles and focused on ensuring remuneration is fair and appropriate.

Regular shareholder engagement is a foundation of Marshalls' approach to investor relations and the Committee is committed to open dialogue on remuneration matters, to ensure decision making considers shareholders' views.

Enquiries:

Shiv Sibal, Company Secretary                     Marshalls plc               +44 (0)1422 314767