MARSTON'S PLC

AGM Information • Jan 26, 2016

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Marston’s PLC (the “Company”)

In accordance with Listing Rule 9.6.2, the resolutions, other than those concerning ordinary business, which were passed at the Company’s Annual General Meeting on 26 January 2016, are set out below:

As ordinary resolutions:

Resolution 15

THAT the Directors be and they are hereby generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the “Act”) to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:

    up to an aggregate nominal amount of £14,139,661; and

    up to a further aggregate nominal amount of £14,139,661 provided that (a) they are equity securities (within the meaning of section 560(1) of the Act) and (b) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on such record date, 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,

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the 2017 AGM (or, if earlier, at the close of business on the date which is 15 months after the date on which this resolution is passed), save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of any such offer or agreement as if this authority had not expired;

THAT, subject to paragraph (c), all existing authorities given to the Directors pursuant to section 551 of the Act be revoked by this resolution; and

THAT paragraph (b) shall be without prejudice to the continuing authority of the Directors to allot shares and to grant rights to subscribe for or convert any security into shares (or relevant securities), pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

As special resolutions:

Resolution 16

THAT, subject to the passing of resolution 15, the Directors be and they are hereby generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in the section 560 of the Act) for cash, pursuant to the authority conferred by resolution 15, as if section 561(1) of the Act did not apply to the allotment. This power:

expires (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the 2017 AGM, (or, if earlier, at the close of business on the date which is 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired; and

shall be limited to:

    the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (a) (ii) of Resolution 15 by way of rights issue only) in favour of the holders of ordinary shares of 7.375 pence each in the capital of the Company on the register of members at such record dates as the Directors may determine, in proportion (as nearly as may be practicable) to their existing holdings and to people who hold other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and

    the allotment of equity securities for cash otherwise than pursuant to paragraph 16(b)(i) up to an aggregate nominal amount of £4,241,898 (being approximately 10% of the issued share capital (excluding treasury shares) as at 26 November 2015).

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if, in the first paragraph of this resolution, the words “pursuant to the authority conferred by resolution 15” were omitted.

Resolution 17

THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 7.375 pence each in the capital of the Company, subject to the following conditions:

the maximum number of ordinary shares which may be purchased is 57,517,267;

the minimum price (exclusive of expenses) which may be paid for an ordinary share is 7.375 pence;

the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day 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 of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System; and

the authority conferred by this resolution shall expire at the conclusion of the 2017 AGM or, if earlier, at the close of business on the date which is 18 months from the date on which this resolution is passed (except in relation to the purchase of shares the contract for which was made before the expiry of this authority and which might be concluded wholly or partly after such expiry).

Resolution 18

THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days’ notice.

Anne-Marie Brennan

Group Secretary

Marston’s PLC

01902 711811