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MR A SAMPLE

< DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Please detach this portion before posting this proxy form.

Attendance Card

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

Additional Holders:

ADDITIONAL HOLDER 1

ADDITIONAL HOLDER 2

ADDITIONAL HOLDER 3

ADDITIONAL HOLDER 4

The Chair of Marshalls plc invites you to attend the Annual General Meeting of the Company to be held at the the offices of Walker Morris

LLP, 33 Wellington Street, Leeds, West Yorkshire LS1 4DL 10 May 2023 at 11.00 am.

Shareholder Reference Number

C0000000000

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Form of Proxy - Annual General Meeting to be held on 10 May 2023

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

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

Control Number: 918379

SRN: C0000000000

PIN: 1245

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

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 5 May 2023 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'
    will not be counted in the calculation of the proportion of the resolution.
  1. 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.
  2. 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.
  3. 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.

alterations made to this form should be initialled.

completion and return of this form will not preclude a member from attending the and voting in person.

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

  1. SAMPLE Designation>

Additional Holder 1

Additional Holder 2

Additional Holder 3

Additional Holder 4

182269_220941_MAIL/000001/000001/SG625/i1

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).

*

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C0000000000

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 the offices of Walker Morris LLP, 33 Wellington Street, Leeds, West Yorkshire LS1 4DL on 10 May 2023 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 use a black pen. Mark with an X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Vote

Ordinary Resolutions

For

Against Withheld

For

Against Withheld

1.

That the Report of the Directors and the Accounts for the year ended 31

11.

That Justin Lockwood, having retired by rotation and being eligible, be re-

December 2022 together with the Auditor's Report be received.

elected as a Director.

2.

That Deloitte LLP be reappointed as the auditor to the Company, to hold

12.

That Simon Bourne, having retired by rotation and being eligible, be re-

office until the conclusion of the next general meeting at which accounts

elected as a Director.

are laid before the members.

3.

That the Directors be authorised to determine the remuneration of the

13.

That the Directors' Remuneration Policy set out on pages 108 to 119 of

auditor of the Company.

the Annual Report be approved.

4.

That a final dividend of 9.9 pence per Ordinary Share in the Company be

14.

That the Directors' Remuneration Report, excluding the Directors'

declared.

Remuneration Policy set out on pages 100 to 130 of the Annual Report,

for the year ended 31 December 2022 be approved.

5.

That Vanda Murray, having retired by rotation and being eligible, be re-

15.

To renew the Directors authority to allot relevant securities.

elected as a Director.

Special Resolutions

6.

That Martyn Coffey, having retired by rotation and being eligible, be re-

16.

To renew the power of the Directors to allot equity securities for cash

elected as a Director.

without first offering them to shareholders pro rata to their holdings.

7.

That Graham Prothero, having retired by rotation and being eligible, be re-

17.

To authorise the Company to allot additional equity securities for cash in

elected as a Director.

connection with an acquisition or specified capital investment.

8.

That Angela Bromfield, having retired by rotation and being eligible, be re-

18.

To authorise the Company to make market purchases of its own Ordinary

elected as a Director.

shares.

9.

That Avis Darzins, having retired by rotation and being eligible, be re-

19.

That a general meeting, other than an Annual General Meeting, may be

elected as a Director.

on not less than 14 clear days' notice.

10.

That Diana Houghton be elected as a Director.

I/We instruct my/our proxy as indicated on this form. Unless

he or she sees fit or abstain in relation to any business of the meeting.

Signature

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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Disclaimer

Marshalls plc published this content on 03 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2023 09:46:04 UTC.