MARSTON'S PLC

AGM Information • Jan 23, 2019

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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 23 January 2019, are set out below:

As ordinary resolutions:

Resolution 13

THAT the Directors be generally and unconditionally authorised, pursuant 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 £31,170,418 (such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant to the authority in paragraph 13.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 £15,585,209 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph 13.a. above in excess of £15,585,209

provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the conclusion of the 2020 AGM (or, on 22 April 2020, whichever is sooner) 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 14

THAT, subject to the passing of resolution 13, the Directors be authorised to allot equity securities (as defined in section 560 of the Act) for cash, under the authority conferred by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash 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 Resolution 13.a. above, by way of a 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 £2,337,781.

The authority granted by this resolution will expire (unless previously renewed, varied or revoked by the Company in general meeting) on the date of the 2020 AGM, (or, on 22 April 2020, whichever is sooner), 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 15

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 63,397,461;

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 2020 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 16

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