Marshalls PLC

Proxy Solicitation & Information Statement • Apr 1, 2021

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 12 May 2021

Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy Control Number: 917027 SRN: PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

View the Annual Report online: www.marshalls.co.uk

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To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 10 May 2021 at 11.00 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1134 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1134 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting electronically, or in person at the physical meeting should this be permitted under applicable COVID-19 restrictions.

All Named Holders

Form of Proxy

as their proxy.

Please complete this box only if you wish to appoint a third party proxy other than the Chair.
Please leave this box blank if you want to select the Chair. Do not insert your own name(s).
In light of the current circumstances, shareholders are strongly encouraged to appoint the Chair

	*
	I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Marshalls plc to be held at Landscape House, Premier Way, Lowfields Business Park, Elland, West Yorkshire HX5 9HT on 12 May 2021 at 11.00 am, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.		Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
1.	Ordinary Resolutions That the Report of the Directors and the Accounts for the year ended 31 December 2020 together with the Auditor's Report be received.			For	Against	Withheld
2.	That Deloitte LLP be reappointed as the auditor to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the members.
3.	That the Directors be authorised to determine the remuneration of the auditor of the Company.
4.	That a final dividend for the year ended 31 December 2020 of 4.3 pence per Ordinary Share in the Company be declared and paid to members whose names appear on the Register of Members at the close of business on 4 June 2021.
5.	That Vanda Murray, having retired by rotation and being eligible, be re-elected as a Director.
6.	That Martyn Coffey, having retired by rotation and being eligible, be re-elected as a Director.
7.	That Graham Prothero, having retired by rotation and being eligible, be re-elected as a Director.
8.	That Tim Pile, having retired by rotation and being eligible, be re-elected as a Director.
9.	That Angela Bromfield, having retired by rotation and being eligible, be re-elected as a Director.
	10. That the Directors' Remuneration Report for the year ended 31 December 2020 be approved.
	11. To renew the Directors authority to allot relevant securities.
	Special Resolutions 12. To renew the power of the Directors to allot equity securities for cash without first offering them to shareholders pro rata to their holdings.
	13. To authorise the Company to allot additional equity securities for cash in connection with an acquisition or specified capital investment.
	14. To authorise the Company to make market purchases of its own Ordinary shares.
	15. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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