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Over 106 years of putting our customers above all else

mmhplc.com

ACQUISITION OF RIDGEWAY26th May 2016 - Briefing Pack

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By receiving this presentation and/or attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the followinglimitations:

The information in this document has been prepared by Marshall Motor Holdings plc (the "Company") solely for use at a presentation to be held in connection with the acquisitionof Ridgeway Garages (Newbury) Limited (“Ridgeway”). This document and its contents are confidential and may not be distributed, published, reproduced (in whole or in part) byany medium or in any form, or disclosed or made available by recipients, to any other person.

This presentation constitutes a marketing communication and is directed solely at persons in the United Kingdom who are qualified investors within the meaning of article 2(1)(e)of the Prospectus Directive 2003/71/EC and who have professional experience in matters relating to investments who fall within the definition of "investment professionals" inArticle 19(5) of, or persons falling within Article 49(2)(a) to (d) (High Net Worth Companies etc) of, the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005(as amended or replaced) (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this presentationor this document or any of its content. Nothing in this presentation constitutes investment advice and any recommendations that may be contained herein have not been basedupon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information in this presentation is given in confidence and the recipients of this presentation should not engage in any behaviour in relation to qualifying investments orrelated investments (as defined in the Financial Services and Markets Act 2000 (“FSMA”) and the Code of Market Conduct (or equivalent) made pursuant to FSMA) which wouldor might amount to market abuse for the purposes of FSMA.

No representation or warranty express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information, oropinions contained herein. Neither the Company nor Investec Bank plc ("Investec") nor any of the Company's other advisers or representatives shall have any responsibility orliability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with thisdocument. The information set out herein may be subject to updating, completion, revision, verification and amendment and as such it may change materially. Neither theCompany nor Investec, nor any of the Company's other advisers or representatives shall have an obligation to update, complete, revise, verify or amend this document.

This document has not been approved by the Financial Conduct Authority or the London Stock Exchange. This document does not constitute or form part of, and should not beconstrued as, an offer, invitation or inducement to purchase or subscribe for any securities nor shall it or any part of it form the basis of, or be relied upon in connection with, anycontract or commitment whatsoever. This document does not constitute a recommendation regarding the securities of the Company.

The information communicated in this document contains certain statements that are or may be forward looking. These statements typically contain words such as "expects" and"anticipates" and words of similar import. By their nature forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances thatwill occur in the future. Investment in the Company will also involve certain risks.

Investec is acting for the Company as its Nominated Adviser and Broker in connection with the acquisition of Ridgeway and for no one else and will not responsible to anyoneother than the Company for providing the protections afforded to clients of Investec for providing advice in relation to the acquisition of Ridgeway or any other matter referred toherein. Investec has not authorised the contents of, or any part of, this document.

This document and the information contained herein, are not for publication or distribution, directly or indirectly to persons in the United States (within the meaning of RegulationS under the US Securities Act of 1933, as amended (the "Securities Act")) or to entities in Canada, Australia or Japan. The securities in the Company have not been and will notbe registered under the Securities Act and may not be offered or sold in the United States except to certain persons in offshore jurisdictions in reliance on Regulation S. Neitherthese slides nor any copy of them may be taken or transmitted into or distributed in Canada, Australia, Japan or any other jurisdiction which prohibits the same except incompliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of the United States or other national securities laws.

Disclaimer

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* Excludes asset backed finance in the leasing segment** Adjusted EBITDA

Strategic acquisition of Ridgeway to create significant shareholder value

Strong strategic rationale� Acquisition adds 30 franchises, strong OEM overlap with existing brand partners � Adds Mercedes-Benz Commercials in excellent territory� All OEMs supportive of acquisition� Extends geographic footprint, from 19 to 25 counties� Contiguous region to existing MMH operations with no overlap� Operationally, a group MMH’s CEO knows well� Creates scaled platform for future growth - 7th largest UK motor dealer group

Attractive financial benefits� Significantly earnings enhancing in FY16, FY17 and beyond� ROI materially in excess of the Group’s WACC in FY17 and beyond

Prudent resultant financial profile� 1.0x enlarged Group’s pro-forma FY15 net debt* / EBITDA**

In line with stated strategy at IPO

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Details of the transaction

6.25x FY15 deal multiple� FY15 adjusted EBITDA of £20.2m� Cash consideration for share capital of £106.9m� Ridgeway FY15 stat accounts reported net debt of £15.2m� At completion Ridgeway settled liabilities of £4.2m

Funded from existing resources� Group cash� Unencumbered inventory� Leasing equity� £75m RCF

Secured option to extend RCF to £120m� Remains unsecured� On same terms and covenants� Committed funding for three years, option to reduce to £110m after 18 months� Expect to exercise option shortly

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About Ridgeway

FY15 £723m turnover

30 franchises representing 12

brands

5 branded used car outlets

2 Trade Parts Specialists (TPS)

outlets

2 standalone bodyshops

Group pre-delivery inspection (PDI)

centre

6 contiguous counties,

Oxfordshire, Berkshire,

Hampshire, West Sussex,

Dorset and Wiltshire

All within 1.5 hour drive-time

Group well known to MMH (Daksh Gupta

previously Group MD)

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VW VW

Com

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cial

Fran

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tes

Stan

d al

one

oper

atio

ns

Tota

l O

pera

tions

MMH 7 2 1 1 3 1 7 1 4 2 6 1 5 1 3 3 3 2 2 5 7 4 2 73 8 81

Ridgeway 2 3 1 1 1 4 4 3 3 2 4 2 30 10 40

Combined 9 5 1 1 3 1 7 1 5 2 7 2 9 4 4 3 3 3 5 4 5 7 8 5 103 18 121

M M H C U R R E N T R I D G E W AY C U R R E N T E N L A R G E D G R O U P

Excellent strategic fit to existing MMH operations

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PBT (£m)

EBITDA (£m)Revenue (£m)

444

547

648723

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015

12.714.2

17.220.2

0

5

10

15

20

25

2012 2013 2014 2015

7.28.2

10.4

13.2

0

2

4

6

8

10

12

14

2012 2013 2014 2015

13.1

EBIT RoS (%)

Source: Statutory accounts (Prepared under UKGAAP). 2015 EBITDA, PBT and ROS% adjusted for £1.7m non-recurring income.

2.3%

2.1%

2.2%

2.3%

1.80%

1.90%

2.00%

2.10%

2.20%

2.30%

2.40%

2012 2013 2014 2015

Ridgeway - strong financial growth profile

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Pro forma net debt (£m) Pro forma leverage (£m)

MMH net cash 24.1 Adjusted EBITDA* FY15

Ridgeway net debt (15.2) MMH 22.6

Stock funding 49.4 Ridgeway 20.2

Leasing equity 11.1

Adjusted net cash 69.4 Total 42.8

Consideration for share capital (106.9)

Ridgeway settled liabilities at completion (4.2)

Fees / expenses (2.0)

FY15 Pro forma net debt (43.7) FY15 Pro forma leverage 1.0x

• FY16 leverage rises – capital projects• FY17, FY18 leverage reduces

* Adjusted for £1.7m non-recurring income

Pro forma leverage summary

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* Pre any one-off items

Attractive financial benefits

Significantly earnings enhancing*� FY16� FY17� and beyond

ROI materially in excess of WACC� FY17� and beyond

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Integration summary

� MHH has now completed 21 transactions since 2008� MMH CEO knows c80% of leadership team, a number of whom

worked for Daksh previously� Culturally aligned with similar values� Integration steering committee established� Strengthen central infrastructure to support enlarged group� Key priorities

– People – stabilise leadership team, Ridgeway operational directors supportive– Finance – accounting and stock policies

– Processes – sharing best practice, keeping the best

– Systems – same DMS big advantage. Phoenix rollout– Synergies – key supplier terms already aligned and reviewed

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Current trading

MMH current trading (first four months)� In-line with Board’s expectations for significant growth on prior period

last year� SG Smith acquisition performing as anticipated, integration complete� Previously announced strategic disposals have resulted in cash

inflows of £3.1m

Ridgeway current trading� YTD in line with internal expectations

Next trading update from MMH � Mid July 2016

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FY16 financial guidance for enlarged group

� Ridgeway PBT H1:H2 split 51:49

– H1 benefits from June profit

� Cumulative synergies to 2018 of £3.9m (run rate of £2.2m 2018)

� Investment in central infrastructure rising to £0.7m

� 2016 seven month incremental funding cost £3.2m (Ridgeway and deal funding)

� One-off cash integration costs c£3.0m over 2016 / 2017

� Acquisition fees and expenses of £2.0m – include in H1 results

� ETR c24% (impacted by acquisition costs)

� Contingent liabilities disclosure in Ridgeway FY15 accounts relating to film schemes (Ridgeway estimate) of £3.5m

� Interest rate swap claim, if successful 50% settlement (capped at £2.7m) to vendors

� Ridgeway capex £25m over the following 2 – 3 years

� Fair value calculation for Ridgeway underway, initial estimates in H1 results

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Summary

� Acquisition in line with our stated strategy to grow scale with existing brand partners and to extend our geographic footprint into new regions

� Creates scalable platform for future growth – 7th largest UK dealer group

� Strong financial benefits with a prudent financial profile

� Attractive deal multiple (6.25x)

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Over 106 years of putting our customers above all else

mmhplc.com

ACQUISITION OF RIDGEWAY26th May 2016 - Briefing Pack

15

ACQUISITION OF RIDGEWAY26th May 2016 - Briefing Pack

A P P E N D I X

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Source: Statutory accounts . MMH prepared under IFRS, Ridgeway prepared under UKGAAP Ridgeway FY15 combined EBIT, EBITDA and EBIT ROS% adjusted for £1.7m non-recurring benefits Note: 2015 MMH includes SGS from 16/11/15

Adjusted EBIT (£m)

Revenue (£m) EBITDA (£m)

EBIT RoS (%)

794941

10861233444

547648

7231238

14881734

1956

0

400

800

1200

1600

2000

2400

2012 2013 2014 2015

10.116.5 19.1

22.612.7

14.217.2

20.222.8

30.736.3

42.8

0

10

20

30

40

50

2012 2013 2014 2015

0.9%

1.3%1.4%

1.5%1.4%

1.6%1.7%

1.8%

0.5%

0.7%

0.9%

1.1%

1.3%

1.5%

1.7%

1.9%

2012 2013 2014 2015

MMH Ridgeway Combined MMH RoS%

6.912.6

15.418.7

10.2

11.314.0

16.6

17.1

23.9

29.4

35.3

0

5

10

15

20

25

30

35

40

2012 2013 2014 2015

Pro forma statistics 2015 (1/2)

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FY15A MMH Ridgeway Enlarged Group

New Car Sales 35,103 15,918 51,021

Used Car Sales 27,699 14,450 42,149

Total Car Sales 62,802 30,368 93,170

Aftersales Revenue (£m)* 127.8 83.6 211.4

Franchise Dealerships 73 30 103

Average Employees 2,369 1,195 3,564

*Including internal salesNote: 2015 MMH includes SGS from 16/11/15

Pro forma statistics 2015 (2/2)

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Over 106 years of putting our customers above all else

mmhplc.com

ACQUISITION OF RIDGEWAY26th May 2016 - Briefing Pack