MARSTON'S PLC — Proxy Solicitation & Information Statement 2020

Jun 30, 2020

Marston's PLC

General Meeting 25 June 2020

A General Meeting of Marston's PLC will be held at 9:00 a.m. on 25 June 2020 at Marston's House, Brewery Road, Wolverhampton, WV1 4JT.

IMPORTANT NOTICE: Given prevailing Government guidance in relation to Covid-19 and specifically the restrictions on large gatherings and unnecessary travel, the General Meeting will be convened with the minimum quorum of shareholders (which will be facilitated by the Company's management team) in order to conduct the business of the General Meeting. Therefore, instead of attending the General Meeting, we ask that you please exercise your vote by completing the below Form of Proxy or by registering the appointment of a proxy electronically, as described below and overleaf. In the interests of safety, any: (i) proxy who is not the Chairman of the General Meeting; or (ii) shareholder attending the General Meeting in person, will be denied access to the General Meeting. The Board, therefore, strongly recommends that you appoint the Chairman of the General Meeting as your proxy.

• Form of proxy 25 June 2020

PLEASE READ THE EXPLANATORY NOTES BEFORE COMPLETING THIS FORM AND RETURNING IT TO EQUINITI, TO ARRIVE NO LATER THAN 9:00 A.M. ON 23 JUNE 2020

Voting ID
Task ID
Shareholder Reference Number

If you wish you can register your vote electronically at www.sharevote.co.uk and follow the instructions on screen.

I/We appoint the duly appointed Chairman of the General Meeting, or

as my/our proxy to attend, speak and vote for me/us on my/our behalf at the General Meeting of the Company to be held at 9:00 a.m. on 25 June 2020 and at any adjournment thereof and direct him/her to vote on the resolutions set out in the notice of the General 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.

Please mark 'X' to indicate how you wish to vote

THAT:

a) the Transaction, on the terms and subject to the conditions set out in the Transaction Documents (as summarised in the Circular) with such modifications (if any) as may be made to them in the manner specified below, is hereby approved for the purposes of Chapter 10 of the Listing Rules; and

b) the Board of Directors of the Company (or a duly authorised committee thereof) be and is hereby authorised to conclude and implement, or procure the conclusion or implementation of the Transaction on the terms and subject to the conditions set out in the Circular and to do or procure to be done all such acts and things as they consider necessary, expedient or appropriate in connection with the Transaction and this resolution (including for the purpose of obtaining any approval, consent, clearance or permission that is a condition to the Transaction or that the Board of Directors otherwise considers necessary or expedient) and to agree and give effect to such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Transaction (provided that such modifications, variations, revisions, waivers or amendments do not materially change the terms of the Transaction for the purposes of the UK Listing Authority's Listing Rule 10.5.2) and to any document or arrangement relating thereto, as the Board of Directors (or a duly authorised committee thereof) may, in its absolute discretion, think fit.

Signature or execution (see notes 2, 5 and 7)

Date

There is no need to affix a stamp if this form is pasted within the UK. You may, if you prefer, write to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU and enclose the form.

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Explanatory notes

1. A shareholder entitled to attend, speak and vote at the General Meeting 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. The duly appointed Chairman of the General Meeting 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.

In light of the current circumstances regarding the Covid-19 pandemic, the Board strongly recommends that you appoint the Chairman of the General Meeting as your proxy and no one else. In the interests of safety, any: (i) proxy who is not the Chairman of the General Meeting; or (ii) shareholder attending the General Meeting in person, will be denied access to the General Meeting.

A proxy must vote as you have instructed. Please indicate 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 resolution or any other business at the meeting. Please note that the "Withheld" option is provided to enable you to abstain on the 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. Any alterations made to this form should be initialled.

2. CREST members may appoint a proxy or proxies electronically via Equiniti (ID RA19). Messages transmitted through CREST must be lodged no later than 9:00 a.m. on 23 June 2020.

3. Except as provided above, members who wish to communicate with the Company in relation to the General Meeting should do so using the means set out in the notes to the Notice of Meeting. No other methods of communication will be accepted.

4. To be valid, this form of proxy and any other authority under which it is executed (or a certified copy thereof) must be deposited with Equiniti not later than 9:00 a.m. on 23 June 2020, or 48 hours (excluding non-working days) before the time appointed for holding any adjourned General Meeting.

5. 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).

6. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars helpline on 0371 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 together in the same envelope. Business Reply Plus.

7. Lines are open from 9am to 5pm, Monday to Friday (excluding UK public holidays in England and Wales). Non-UK callers should dial +44 (0) 121 415 0804.

Business Reply Plus
Licence Number
RTAR-CZBA-KSKY

Equiniti
Aspect House
Spencer Road
LANCING
BN99 8GN