Director/PDMR Shareholding

27 May 2016

MARSHALL MOTOR HOLDINGS PLC

("MMH" or the "Company")

Exercise of IPO Awards, Director Shareholdings and Total Voting Rights

Marshall Motor Holdings plc, one of the UK's leading automotive retail and leasing groups, announces that it was informed on 26 May 2016 that the Directors of the Company set out below exercised certain share options granted at IPO ("IPO Awards"). As a result, those directors have received ordinary shares of 64p each in the Company ("Ordinary Shares") as follows:

An application for admission to trading of the 156,599 new Ordinary Shares issued and allotted pursuant to the IPO Awards as set out above has today been submitted to London Stock Exchange plc and admission is expected to become effective on 3 June 2016.

Following admission of the new Ordinary Shares, the Company hereby notifies that, as at the date of this announcement, the Company's issued share capital consists of 77,392,862 Ordinary Shares, with each share carrying the right to one vote. The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is 77,392,862.

The above figure of 77,392,862 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

ENDS

For further information and enquiries please contact:

Notes to Editors

About Marshall Motor Holdings plc (www.mmhplc.com)

The Group's principal activities are the sale and repair of new and used vehicles through Marshall Motor group and the leasing of vehicles through Marshall Leasing. Following the acquisition of Ridgeway Garages (Newbury) Limited announced on 26 May 2016, the Group's businesses have a total of 103 franchises covering 24 brands, operating from 89 sites across 25 counties in England. In addition, the Group operates five trade parts specialists, seven used car centres, four standalone body shops, one forecourt and one PDI centre. Its diverse portfolio means it represents manufacturer brands whose combined market share of all new vehicle sales in the UK gives the Group the highest market coverage of any UK dealer group.

In May 2016 the Group was recognised by the Great Place to Work Institute, being ranked the 19th best place to work in the UK (large company category).

Cautionary statement

This announcement contains unaudited information based on management accounts and forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and undue reliance should not be placed on any such statements because they speak only as at the date of this document and are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Group's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. MMH undertakes no obligation to revise or update any forward-looking statement contained within this announcement, regardless of whether those statements are affected as a result of new information, future events or otherwise, save as required by law and regulations.