MARSTON'S PLC

Proxy Solicitation & Information Statement • Dec 18, 2014

27 January 2015	Shareholder Communications
Annual General Meeting ("AGM") of Marston's PLC (the "Company") will be held at Wolverhampton Racecourse, Holiday Inn Garden Court, Dunstall Park, Wolverhampton, WV6 0PE on Tuesday 27 January 2015 at 12 noon	+ + X0000000000 Shareholder Reference Number The purpose of this form is to ask how you would like to receive shareholder communications in future. Please choose one of the following options:
Laser address details here	Option 1 To receive email notifications when (email) shareholder documents are available on our website at www.marstons.co.uk " Register at www.shareview.co.uk Option 2 To receive written notifications by post (website) when shareholder documents are available on our website at www.marstons.co.uk " No action required
Attendance at the AGM If you plan to attend the Annual General Meeting (AGM), please bring this card with you. If you attend the AGM, please bring this card with you to show This card shows that you are entitled to attend the AGM to be held at Wolverhampton as evidence of your right to be admitted. Racecourse, Holiday Inn Garden Court, Dunstall Park, Wolverhampton, WV6 0PE. Please note that only registered shareholders, their proxies, authorised	Option 3 To continue to receive paper shareholder (paper) documents through the post. Tick box and return this form to our registrar, Equiniti, in the reply paid envelope provided. Please see overleaf for further information. If we do not hear from you by 14 January 2015, you will be deemed to have agreed to receive shareholder documents via our website (Option 2).
representatives and carers of disabled shareholders will be entitled to attend the meeting. Please detach and retain this section if you plan to attend the AGM. Do not post with the Form of Proxy and/or the Shareholder Communications form.	0793- 205- S + +
Form of Proxy 27 January 2015 Marston's PLC	+
X0000000000 X0000000000 Voting ID Task ID PLEASE READ THE EXPLANATORY NOTES BEFORE COMPLETING THIS FORM AND RETURNING IT TO EQUINITI, TO ARRIVE NO LATER THAN 12 NOON	X0000000000 0793- 204- S Shareholder Reference Number
ON 23 JANUARY 2015 If you wish you can register your vote electronically at www.sharevote.co.uk and follow the instructions on screen. I/We appoint Mr Roger Devlin or, failing him, the duly appointed Chairman of the meeting, or as my/our proxy to attend, speak and vote for me/us on my/our behalf at the AGM of the Company to be held at 12 noon on 27 January 2015 and at any adjournment thereof and direct him/her to vote on the resolutions set out in the notice of the meeting or any other business at the meeting, including amendments to the resolutions. Please tick box here if this proxy appointment is one of multiple appointments being made. For appointing more than one proxy, please refer to Explanatory Notes 6 and 7. WITHHELD	WITHHELD

+

Explanatory notes relating to Shareholder Communications

• 1. If you select Option 1, please visit www.shareview.co.uk, register for a Shareview portfolio and select 'electronic' as your preferred method of delivery of the Company's communications. The terms and conditions of the Shareview service are available online at www.shareview.com/terms
• 1. If you select Option 2 you do not need to return this form.
• 1. If you select Option 3 you will receive a paper copy of shareholder documents including the Annual Report and Accounts.
• 1. The Company's Annual Report and Accounts will be available for viewing at www.marstons.co.uk
• 1. The reply paid envelope may be used to return both this form and the Form of Proxy. If posted outside the United Kingdom you will need to pay the postage.
• 1. Notwithstanding any election the Company may, at its sole and absolute discretion, send any shareholder documents in paper copy.
• 1. You have the right to request a paper copy of any shareholder document or change your election at any time by contacting the Company's Registrar, Equiniti, on 0871 384 2274 (calls cost 8p per minute plus network extras. Non UK callers should dial +44(0) 121 415 7047. Lines are open 8.30am to 5.30pm, Monday to Friday.) A449 A460

Map and directions to 2015 AGM venue

How to get there

Wolverhampton Racecourse is situated one mile from Wolverhampton city centre; approximately 15 miles from Birmingham; and is clearly signposted. Upon arrival, please use the Holiday Inn Garden Court entrance where our staff will guide you to the registration area.

By car

From the M6 North – Leave the M6 at Junction 11 and join the A460 towards Wolverhampton. Join the M54 at Junction 1 Westbound, exiting at Junction 2 on the A449 towards Wolverhampton. Follow the brown tourist signposts to the Racecourse.

11 From the M6 South – Leave the M6 at Junction 10A and join the M54. Exit at Junction 2 on the A449 towards Wolverhampton. Follow the brown tourist signposts to the Racecourse.

Parking

Ample free parking is available.

By train

The nearest train station is Wolverhampton Station which is about one mile from Wolverhampton Racecourse. There are taxis available outside the station.

By bus

A number of bus routes stop in Gorsebrook Road which is the nearest bus stop to Wolverhampton Racecourse. For details of local bus routes please visit www.nxbus.co.uk/ west-midlands

By air

The nearest airport is Birmingham International Airport (BHX). Trains run regularly from Birmingham International Station to Wolverhampton Station or alternatively follow car directions approaching from the M6 South.

Explanatory notes relating to the completion of the Form of Proxy

1. As a shareholder you are entitled to attend the Annual General Meeting (the AGM) of the Company. If you are unable to attend you are entitled to appoint someone else as your proxy, to attend, speak and vote on your behalf on the poll. Mr Roger Devlin, or the duly appointed Chairman, will be appointed as your proxy unless you write another proxy's name in the space provided. A proxy need not be a Company shareholder. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different shares.

A proxy must vote as you have instructed. Please indicate for each resolution how you wish your proxy to vote by placing a cross in the relevant box in black ink. If you do not tell your proxy how to vote, your proxy may abstain or cast his/her vote as he/she thinks fit on the resolutions or any other business at the meeting. Please note that the "Withheld" option is provided to enable you to abstain on any particular resolution. However, it should be noted that a vote "Withheld" is not a vote in law, which means that your vote will not be counted in the calculation of votes "For" or "Against" the resolution.

• 1. If this form of proxy is signed by someone else on your behalf, their authority must also be returned with the form. In case of joint holdings, any one holder may sign this form; however, the vote of the first named in the register of shareholders will be accepted to the exclusion of other joint holders. In the case of a corporation, the form of proxy must be executed under its common seal under the hand of a duly authorised officer or attorney. Even if you complete and return the form of proxy, you may still attend the meeting and vote in person should you later decide to do so. Any alterations made to this form should be initialled.
• 1. CREST members may appoint a proxy or proxies electronically via Equiniti (ID RA19). Messages transmitted through CREST must be lodged no later than 12 noon on 23 January 2015.
• 1. Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so using the means set out in the notes to the Notice of Meeting. No other methods of communication will be accepted.
• 1. To be effective this form of proxy must be lodged at the office of the Company's registrar not less than 48 hours† before the time appointed for holding the meeting, or any adjournment thereof, together, if appropriate, with the power of attorney or other authority under which it is signed or a notarially certified or office copy of such authority.
• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. 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 the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if the proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars helpline on 0871 384 2274* or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held by a shareholder on the record date for the meeting will result in the proxy appointments being invalid. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned to Equiniti together in the reply paid envelope provided.
• † Excluding non-working days. * Calls cost 8p per minute plus network extras. Non UK callers should dial +44(0) 121 415 7047. Lines are open 8.30am to 5.30pm, Monday to Friday.