Marshalls : Resolutions passed at AGM

Marshalls plc

15 May 2024 LEI: 213800S21IFC367J5V62

Marshalls plc

(the "Company" or "Marshalls")

LR 9.6.2, 9.6.18

Marshalls plc announces that all resolutions contained in the Notice of Meeting dated 10 April 2024 previously circulated to shareholders were passed on a poll at the Annual General Meeting of the Company held on Wednesday 15 May 2024 and that copies of the resolutions below (other than those concerning ordinary business) have been forwarded to the UK Listing Authority via the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk.

Resolution 15	That, subject to the passing of Resolution 14, the Directors be and are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred by Resolution 15 or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be limited to: (a) the allotment of equity securities and the sale of treasury shares in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14 by way of rights issue only) in favour of the holders of Ordinary Shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the Ordinary Shareholders are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and (b) (otherwise than pursuant to paragraph (a) of this Resolution 15) to any person or persons up to an aggregate nominal amount of £6,324,218 (representing no more than 10 per cent of issued Ordinary Share capital at the date of this Notice of Annual General Meeting); and such power shall expire at the conclusion of the 2025 Annual General Meeting of the Company (or, if earlier, at the close of business on 15 August 2025), but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this Resolution had not expired.
Resolution 16	That, subject to the passing of Resolution 14, the Directors be authorised in addition to any authority granted under subparagraph (b) of Resolution 15 to allot equity securities for cash pursuant to the general authority conferred by Resolution 14 or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be: (a) limited to the allotment of equity securities and the sale of treasury shares up to an aggregate nominal amount of £6,324,218 (representing no more than 10 per cent of issued Ordinary Share capital at the date of this Notice of Annual General Meeting); and (b) used only for the purposes of financing (or refinancing, if the authority is used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and such power shall expire at the conclusion of the 2025 Annual General Meeting of the Company (or, if earlier, at the close of business on 15 August 2025), but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this Resolution had not expired.
Resolution 17	That the Company be generally and unconditionally authorised and in accordance with Section 701 of the Companies Act 2006, to make market purchases (as defined in Section 693(4) of the Companies Act 2006) on the London Stock Exchange of up to 37,920,012 Ordinary Shares of 25 pence each in the capital of the Company (being approximately 14.99 per cent of the current issued Ordinary Share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that: (a) the amount paid for each share (exclusive of expenses) shall not be more than the higher of (i) 5 per cent above the average of the middle market quotation for Ordinary Shares in the Company as derived from the London Stock Exchange Daily Official List for the 5 business days before the date on which the share is contracted to be purchased, and (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share in the Company as derived from the London Stock Exchange Trading System; (b) the minimum price which may be paid for an Ordinary Share (exclusive of expenses) is 25 pence per Ordinary Share; and (c) the authority herein contained shall expire at the conclusion of the 2025 Annual General Meeting of the Company (or, if earlier, at the close of business on 15 August 2025), provided that the Company may, before such expiry, make a contract to purchase its own Ordinary Shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own Ordinary Shares in pursuance of such contract as if the authority hereby conferred had not expired.
Resolution 18	That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.