Marshalls PLC

Proxy Solicitation & Information Statement • Apr 4, 2022

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chair of Marshalls plc invites you to attend the Annual General Meeting of the Company to be held at the offices of Walker Morris, 33 Wellington Street, Leeds, West Yorkshire LS1 4DL on 11 May 2022 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 11 May 2022

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 9 May 2022 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.

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.

• 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.
• 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 in person.

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

	Ordinary Resolutions	For	Against	Vote Withheld
1.	That the Report of the Directors and the Accounts for the year ended 31 December 2021 together with the Auditor's Report be received.
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 2021 of 9.60 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 10 June 2022.
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 Avis Darzins be elected as a Director.
11.	That Justin Lockwood be elected as a Director.
12	That Simon Bourne be elected as a Director.
13	That the Directors' Remuneration Report for the year ended 31 December 2021 be approved.
14.	That the increase in the maximum aggregate amount payable to the directors of the Company from £600,000 to £1,500,000 be approved.
15.	To renew the Directors authority to allot relevant securities.
16.	Special Resolutions To renew the power of the Directors to allot equity securities for cash without first offering them to shareholders pro rata to their holdings.
17.	To authorise the Company to allot additional equity securities for cash in connection with an acquisition or specified capital investment.
18.	To authorise the Company to make market purchases of its own Ordinary shares.
19.	That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
20.	That the Articles of Association produced to the meeting and initialled by the Chair for the purpose of identification (the 'New Articles') be adopted as the

Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of 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).

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 offices of Walker Morris, 33 Wellington Street, Leeds, West Yorkshire LS1 4DL on 11 May 2022 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.			Vote			Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
1.	That the Report of the Directors and the Accounts for the year ended 31 December 2021 together with the Auditor's Report be received.				11.	That Justin Lockwood be elected as a Director.
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.				12	That Simon Bourne be elected as a Director.
3.	That the Directors be authorised to determine the remuneration of the auditor of the Company.				13	That the Directors' Remuneration Report for the year ended 31 December 2021 be approved.
4.	That a final dividend for the year ended 31 December 2021 of 9.60 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 10 June 2022.				14.	That the increase in the maximum aggregate amount payable to the directors of the Company from £600,000 to £1,500,000 be approved.
5.	That Vanda Murray, having retired by rotation and being eligible, be re-elected as a Director.				15.	To renew the Directors authority to allot relevant securities. Special Resolutions
6.	That Martyn Coffey, having retired by rotation and being eligible, be re-elected as a Director.				16.	To renew the power of the Directors to allot equity securities for cash without first offering them to shareholders pro rata to their holdings.
7.	That Graham Prothero, having retired by rotation and being eligible, be re-elected as a Director.				17.	To authorise the Company to allot additional equity securities for cash in connection with an acquisition or specified capital investment.
8.	That Tim Pile, having retired by rotation and being eligible, be re-elected as a Director.				18.	To authorise the Company to make market purchases of its own Ordinary shares.
9.	That Angela Bromfield, having retired by rotation and being eligible, be re-elected as a Director.				19.	That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
10.	That Avis Darzins be elected as a Director.				20.	That the Articles of Association produced to the meeting and initialled by the Chair for the purpose of identification (the 'New Articles') be adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company.

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).

H 1 0 4 8 1 6 M A R