Capital Reorganisation

Marshalls PLC
10 June 2004

10 June 2004

MARSHALLS PLC

PROPOSED RETURN OF £75 MILLION: RESULT OF COURT MEETING AND EXTRAORDINARY
GENERAL MEETING

Marshalls plc ('Marshalls') is pleased to announce that today, at a meeting
convened by the High Court, its shareholders approved the scheme of arrangement
under section 425 of the Companies Act 1985 (the 'Scheme') between Marshalls and
its shareholders to introduce a new listed holding company, Marshalls Group plc,
without modification.

At an Extraordinary General Meeting of Marshalls' shareholders, which followed
immediately after the conclusion of the Court Meeting, the special resolution
proposed in connection with the return of approximately £75 million by way of
redeemable B shares (the 'Return of £75 million'), and as contained in Part 12
of the explanatory circular sent to shareholders on 17 May 2004, was also duly
passed.

The proposed Return of £75 million remains conditional, inter alia, upon the
sanctioning of the Scheme and the subsequent reduction of Marshalls Group plc's
capital by the High Court (the 'Reduction of Capital'). Subject to such
sanction, the Scheme and the subsequent Reduction of Capital are expected to
become effective on 8 July 2004 and 15 July 2004 respectively. In this event,
shareholders choosing to have their B Shares redeemed immediately on 16 July
2004 will be sent monies due by 21 July 2004.

Further announcements will be made in due course.

Enquiries:

Ian Burrell, Company Secretary, Marshalls plc - tel: [phone]


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