MARSTON'S PLC

AGM Information • Jan 25, 2017

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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 24 January 2017, are set out below:

As ordinary resolutions:

Resolution 15

THAT the amendments to the rules of Marston’s 2014 Long Term Incentive Plan as shown in the marked up version of the rules presented to the meeting be and they are hereby approved and the Directors authorised to adopt those amendments.

Resolution 16

THAT the Directors be and they are hereby generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006 (the “Act”) to allot Relevant Securities in the Company:

    comprising equity securities (as defined by section 560 of the Act) up to an aggregate nominal amount of £28,318,033 (such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant to the authority in paragraph (16.b.) below) in connection with an offer by way of a rights issue:

        to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

        to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

    in any other case, up to an aggregate nominal amount of £14,139,661; and

    up to a further aggregate nominal amount of £14,159,016 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph (a.) above in excess of £14,159,016,

provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the conclusion of the 2018 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 offers or agreements which would or might require Relevant Securities to be allotted and the Directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

As special resolutions:

Resolution 17

THAT, subject to the passing of resolution 16, the Directors be and they are hereby generally authorised to allot equity securities (as defined in section 560 of the Act) for cash, pursuant to the authority conferred by that resolution as if section 561 did not apply to any such allotment or sale, provided that such authority 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 (16.a.) above, by way of rights issue only):

    to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

    to holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

    the allotment of equity securities or sale of treasury shares (otherwise than pursuant to section (a.) of this resolution) to any person up to an aggregate nominal amount of £2,123,852 being approximately 5% of the issued share capital (excluding treasury shares) as at 24 November 2016.

The authority granted by this resolution will expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the 2018 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 offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.

Resolution 18

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 57,595,999;

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 2018 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 19

THAT the new Articles of Association (the “New Articles”) be and they are hereby approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company’s current Articles of Association (the “Current Articles”) in order to amend the total aggregate fees payable to all non-executive directors. The Current Articles provide for the total aggregate fees payable to all Directors (excluding any payments made under any other provision in the Articles of Association) to not exceed £500,000 per annum. The New Articles increase this limit to £750,000.

Resolution 20

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