AGM Information • Dec 12, 2025
AGM Information
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If you are in any doubt as to the action you should take, we recommend that you seek financial advice from your stockbroker, bank manager, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (or similar legislation if you are not a resident in the United Kingdom). If you have sold or otherwise transferred all your shares in Marston's PLC, please forward this notice, and accompanying documents (except any personal form of proxy) to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
25 November 2025
Dear Shareholder,
The 138th Annual General Meeting of Marston's PLC (the "AGM") is to be held on Wednesday 28 January 2026 at 10:00am at The Farmhouse at Mackworth, The Folly Suite, 60 Ashbourne Road, Derby DE22 4LY.
The Notice of Meeting (the "Notice") can be found on pages 2 to 5 of this document. Part A sets out the business to be considered at the AGM, together with explanatory notes for each resolution proposed. Details of how to register your vote can be found in Part B of the Notice.
If you wish to attend the AGM in person, we should be grateful if you would register your intention to do so via email to [email protected], or by telephoning 01902 907250 by no later than 5:00pm on 26 January 2026. This will enable us to monitor the estimated number of attendees and ensure we can make the appropriate arrangements to accommodate everyone safely and resourcefully.
As usual, shareholders will also be able to send any questions they may have in advance of the meeting. Please email any questions to the email address above, and we will ensure that your question is put to the appropriate person and that you receive a response, usually within 2 working days.
Whether or not you will be able to join us for the AGM, we value your vote and encourage you to exercise your voting rights. To do so, you can either complete and return the enclosed Form of Proxy or you can register the appointment of a Proxy by visiting www.shareview.co.uk and selecting 'Marston's PLC' from the drop down list. If you are a CREST member or, in the case of institutional investors, are a Proxymity user, you should use their proxy appointment services instead. Further details can be found on page 6 of Part B of the Notice. If you wish to appoint a proxy, the Board strongly recommend that you appoint the Chair as your proxy.
Please note that the deadline for making all proxy appointments via shareview is 10:00am on 26 January 2026. A third party appointed proxy needs to be lodged 48 hours before the meeting time and date. A Corporate Representation letter can be accepted right up until the start of the meeting.
At the meeting, voting on each resolution will be by way of a poll. This allows all shareholders to vote (whether present in person, by proxy or unable to attend), on all resolutions in proportion to their shareholding. The voting results will be announced the next business day after the AGM; on our website www.marstonspubs.co.uk ("website") and through a Regulatory News Service.
In accordance with the UK Corporate Governance Code, all Directors will be standing for election or re-election at the AGM. The Chair is satisfied that each Non-executive Director standing for re-election is independent and remains independent in character and judgement, and each Director makes an effective and valuable contribution to the Company.
The Board considers that the resolutions proposed at the AGM to be in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote FOR these resolutions.
The Directors unanimously intend to vote FOR all resolutions in respect of their own beneficial holdings, which, as at 21 November 2025, amount in aggregate to 1,346,438 ordinary shares, representing approximately 0.21% of the total voting rights.
Chair of Marston's PLC
and explanatory notes to each of the resolutions
Notice is hereby given that the 138th Annual General Meeting ("AGM") of Marston's PLC (the "Company") will be held at 10:00am on Wednesday 28 January 2026 at The Farmhouse at Mackworth, The Folly Suite, 60 Ashbourne Road, Derby DE22 4LY for the following purposes:
Resolutions 1 to 13 (inclusive) are proposed as ordinary resolutions which means that, for each of those resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution. Resolutions 14 to 16 (inclusive) are proposed as special resolutions which means that, for each of those resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution. The resolutions to be proposed to the meeting appear in bold text below with explanatory notes for each resolution underneath.
1. To receive and adopt the Company's audited accounts and the reports of the Directors of the Company and the Independent Auditors for the 52 week period ended 27 September 2025.
The Directors are required to present to shareholders at the AGM the Company's audited accounts and the Directors' and Independent Auditors' reports for the 52 week period ended 27 September 2025.
2. To approve the Directors' Remuneration Policy to take effect from 28 January 2026.
As a UK listed company, the Company is required to seek shareholders' approval of its remuneration policy at least every three years (or when the policy changes). This vote is binding. The current policy was approved by shareholders at the 2023 AGM. The new Directors' Remuneration Policy can be found on pages 40 to 46 of the 2025 Annual Report and Accounts and provides details of the Company's proposed policy on Directors' remuneration. Subject to approval, the policy will take effect from the close of the AGM on 28 January 2026.
3. To approve the Annual Report on Remuneration for the period ended 27 September 2025.
UK listed companies are required to put before shareholders a resolution inviting them to approve the Annual Report on Remuneration. This is an advisory vote. The Annual Report on Remuneration, which can be found on pages 47 to 53 of the 2025 Annual Report and Accounts, gives details of the Directors' pay and benefits (and performance outcomes) for the period ended 27 September 2025.
RSM UK Audit LLP have audited those parts of the Directors' Remuneration Report as highlighted, and their report can be found on page 57 of the 2025 Annual Report and Accounts.
To elect the following Director of the Company who joined the Board since the last AGM:
4. Stephen Hopson
To re-elect the following Directors who are seeking annual re-election in accordance with the 2018 UK Corporate Governance Code (the "Code"):
In accordance with the Code, each Director will stand for election or re-election at the AGM. A biographical summary of each Director standing for re-election appears on pages 29 and 30 of the 2025 Annual Report and Accounts, and further details are also available on our website. Each of the Non-executive Directors standing for re-election are considered independent by the Board under the Code.
Justin Platt is standing for re-election as an Executive Directors, and Stephen Hopson is standing for election as an Executive Director for the first time. Details of their service contracts with the Company appear on page 45 of the 2025 Annual Report and Accounts.
11. To re-appoint RSM UK Audit LLP as Independent Auditors, until the conclusion of the next AGM of the Company in 2027 (the "2027 AGM").
The Company is required to appoint auditors at each AGM at which audited accounts are presented to shareholders. The Audit Committee has reviewed RSM's effectiveness and recommends their reappointment.
12. To authorise the Audit Committee of the Company to agree the Independent Auditors' remuneration.
It is normal practice for the Audit Committee to be authorised to determine the level of the auditors' remuneration for the ensuing year. This resolution proposes to give such authority to the Audit Committee in respect of the Independent Auditors.
This authority shall (unless renewed, varied or revoked by the Company) expire on the date of the 2027 AGM (or, 27 April 2027, whichever is sooner) save that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted or subscription or conversion rights to be granted after the authority ends and the Directors may allot equity securities or grant rights to subscribe for or convert securities into ordinary shares under any such offer or agreement as if the authority had not ended. This authority replaces all previous authorities.
The Directors consider that this authority is desirable to allow the Company flexibility to allot shares in accordance with company law and The Investment Association Guidelines, although they have no present intention of exercising this authority other than to satisfy options under the Company's share option schemes. This authority will expire on the date of the 2027 AGM or 27 April 2027 (whichever is sooner).
If passed, the Directors will be able to issue up to two-thirds* of the Company's existing issued share capital (excluding treasury shares) by way of a rights issue or, up to one third** of the Company's issued share capital in any other case.
The Company held 25,617,706 ordinary shares in treasury which represents approximately 3.89% of the Company's issued ordinary shares as at the close of business on 21 November 20251
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 any other matter; and
In the case of the authority granted under Resolution 13.a. above and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under section (a.) of this resolution) up to a nominal amount of £2,340,620 and shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the date of the 2027 AGM, (or, 27 April 2027, whichever is sooner), save that the Company may make offers, and enter into agreements which would, or might, require equity securities to be allotted (or treasury shares to be sold) after the authority ends and the Directors may allot equity securities (or sell treasury shares) under any such offer or agreement as if the authority had not ended.
and explanatory notes to each of the resolutions
continued
A company is generally not permitted to issue new shares (or other equity securities) or to sell treasury shares for cash (other than in connection with an employee share scheme), without first offering those shares to existing shareholders in proportion to their existing holdings (known as pre-emption rights).
This special resolution seeks authority for the Directors to issue a limited number of ordinary shares (or other equity securities) or to sell treasury shares for cash without offering them to existing shareholders in proportion to their existing shareholding first. The Directors consider that this authority will provide the flexibility to finance business opportunities by the issue of ordinary shares without a pre-emptive offer to existing shareholders.
If approved, the resolution will authorise the Directors to issue shares in connection with pre-emptive offers, or otherwise to issue shares for cash up to an aggregate nominal amount of £2,340,620 (representing 31,737,224 ordinary shares) which includes the sale on a non-pre-emptive basis of any treasury shares for cash. This aggregate nominal amount represents approximately 5% of the Company's issued ordinary share capital2.
This resolution is in line with the Pre-Emption Group's Statement of Principles and the associated template resolutions. The Directors confirm that they do not intend to issue shares for cash representing more than 7.5% of the Company's issued ordinary share capital in any rolling three- year period other than to existing shareholders, without first notifying and consulting with shareholders in advance.
The authority contained in this resolution will expire on the date of the 2027 AGM or 27 April 2027 (whichever is sooner). The Directors confirm that they have no present intention of exercising this authority.
This resolution will give the Company authority to purchase its own ordinary shares in the market up to a maximum of 63,474,448 ordinary shares) being 10% of the Company's issued ordinary share capital and sets the minimum and maximum prices that can be paid for those shares.
2 Excluding Treasury shares as at 21 November 2025.
3 21 November 2025 being the latest practicable date prior to the publication of this document
The Directors have no present intention of exercising the authority to make such purchases but will keep the matter under review. Further, the Directors will only exercise this authority after taking into account the effects on earnings per share and the benefit to shareholders generally. Any shares purchased under this authority may either be cancelled or held as treasury shares (treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to the Company's employee share schemes).
As at 21 November 20253 there were options over 45,801,949 ordinary shares in the capital of the Company which represent 7.22% of the Company's issued ordinary share capital (excluding treasury shares) at that date. If the authority to purchase the Company's ordinary shares were to be exercised in full, these options would represent 8.02% of the Company's issued ordinary share capital (excluding treasury shares).
The authority conferred by this resolution will expire on the date of the 2027 AGM or 27 April 2027 (whichever is sooner).
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.
Annual general meetings must give at least 21 clear days' notice and the Company will continue to do this. Other general meetings also require 21 clear days' notice unless the Company:
This resolution seeks shareholder approval for the Company to continue to hold general meetings on 14 clear days' notice, other than annual general meetings. The Company does not intend to use this authority as a matter of routine, but only in limited circumstances, for example, where the business of the meeting is time sensitive and would be to the advantage of shareholders as a whole. The approval will expire on the date of the 2027 AGM, when it is intended that renewal of this authority will be sought.
By order of the Board
General Counsel & Company Secretary 25 November 2025
Marston's PLC Registered No. 00031461, England Registered Office: St Johns House, St Johns Square, Wolverhampton WV2 4BH.
Notes 1 to 13 below give further explanation as to the proxy, voting and attendance procedures at the AGM.
The AGM will be held at The Farmhouse at Mackworth, The Folly Suite, 60 Ashbourne Road, Derby DE22 4LY on Wednesday 28 January 2026 at 10:00am. Doors to the registration area will open at 9:00am and tea and coffee will be available on arrival.
We also ask that shareholders please submit their questions via email to [email protected], in advance of the meeting. Should it become necessary or appropriate to revise the current arrangements for the AGM, this will be notified to shareholders on our website and, where appropriate, by RNS announcement.
You may be asked to provide proof of identity, as well as your attendance card. If you do not have your attendance card, you will be asked to provide two forms of identity. If you have been appointed as proxy for a shareholder entitled to vote, please let the admission team know. You should bring proof of identity with you, and you will also be asked to confirm the details of the shareholder you are representing.
Please pre-register your intention to attend by emailing [email protected] no later than 5:00pm on 26 January 2026. In order to be able to facilitate the attendance of shareholders, please note that additional guests (other than carers attending with shareholders) will not be permitted to attend. Further, the AGM will be for the formal business of the meeting only.
A shareholder entitled to attend, speak and vote at the AGM is also entitled to appoint one or more proxies to exercise all or any of his/her rights to attend, speak and vote instead of the shareholder, provided that, if more than one proxy is appointed, each proxy is appointed to exercise rights attaching to different shares held by that shareholder.
A shareholder may only appoint a proxy or proxies by:
To appoint more than one proxy, you may either photocopy the form(s) of proxy accompanying this Notice or contact Equiniti on 0371 324 22744 to request additional personalised form(s) of proxy. If more than one proxy appointment is returned in respect of the same holding of shares, either by paper or electronic means, that proxy received last by Equiniti before the latest time for the receipt of proxies will take precedence. To be valid, the completed form(s) of proxy and any power of attorney or other authority under which (it is/ they are) executed (or a certified copy thereof) must be deposited with Equiniti or received via www.shareview.co.uk or lodged via the CREST proxy service (in each case) not later than 10:00am on 26 January 2026, or 48 hours (excluding non-working days) before the time appointed for holding any adjourned AGM.
The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) not less than 48 hours (excluding non-working days) before the time appointed for the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
c. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed voting
service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those shareholders entered in the register of members of the Company at 6:30pm on 26 January 2026 or, in the event that the meeting is adjourned, in the register of members by 6:30pm two days (excluding non-working days) before any adjourned AGM, will be entitled to vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries in the register after 6:30pm on 26 January 2026 or, in the event that the AGM is adjourned, in the register of members by 6:30pm two days (excluding non-working days) before any adjourned AGM, will be disregarded in determining the rights of any person to vote at the AGM.
Voting on all of the proposed resolutions at the meeting will be conducted on a poll vote. This reflects current best practice and ensures that shareholders who are not able to attend the AGM, but who have appointed the Chair of the AGM as their proxy, have their votes fully taken into account. When appointed as proxy, the Chair of the AGM will cast shareholder votes as directed by the shareholder(s). The poll results will be published via a Regulatory Information Service and on the website the next business day after the AGM.
Any corporation which is a member can appoint one or more corporate representative(s) who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies at Note 3 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
As of 21 November 20255 , 660,362,194 ordinary shares of 7.375 pence each and 75,000 preference shares of £1 each were in issue. 25,617,706 of the ordinary shares were held in treasury and no preference shares were held in treasury. On a poll vote, a shareholder has one vote for every 25 pence of nominal value of share capital (of whatever class) of which he/she is the holder. Accordingly, the maximum total number of voting rights attached to the Company's issued ordinary shares (excluding treasury shares) as at 21 November 2025 was 187,249,623 and the maximum total number of voting rights attached to the Company's issued preference shares was 300,000.
As described in Note 1 above, we strongly encourage shareholders to register their questions and share their views prior to the meeting. All questions submitted in advance will receive a direct reply.
Shareholders may send their questions in advance of the AGM via email to [email protected]
Please note that, in certain circumstances prescribed by section 319A(2) of the Act, the Company need not answer a question.
Shareholders meeting the threshold requirements set out in section 527 of the Act have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last AGM. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on a website, under section 527 of the Act.
Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so using the following means:
A copy of this Notice, and all other information required by section 311A of the Act, can be found on our website, in the investor section. The 2025 Annual Report and Accounts and Notice can be viewed or downloaded from our website If you would like to receive notice of future general meetings and other communications from the Company online, you can register your email address at www.shareview.co.uk or contact our registrar, Equiniti (contact details above).
If you have received two or more sets of the documents concerning the AGM this means that there is more than one account in your name on the shareholder register, perhaps because either your name or your address appear on each account in a slightly different way. If you think this might be the case and would like to combine your accounts, please contact Equiniti.
The results of the voting of the AGM will be announced through a Regulatory Information Service and will appear on our website on the next business day after the AGM.
The following documents will be available for inspection at the registered office of the Company during normal business hours on any weekday (excluding public holidays) until the day before the AGM and at The Farmhouse at Mackworth, The Folly Suite, 60 Ashbourne Road, Derby DE22 4LY from 15 minutes prior to the start of the AGM until it ends:
St Johns House, St Johns Square, Wolverhampton WV2 4BH Telephone 01902 907250
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