Marston : Resolutions passed as Special Business at AGM

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 2023, are set out below:

As ordinary resolutions:

Resolution 13

THAT the rules of the Marston's PLC Sharesave Scheme in the form produced to the AGM and initialled by the Chair of the AGM for the purposes of identification (the "Sharesave Scheme"), be and are hereby approved and the Directors of the Company be and are hereby authorised to do all such acts and things as they may, in their absolute discretion, consider necessary or expedient to continue to operate the Sharesave Scheme including using newly issued shares to satisfy the exercise of options granted under the Sharesave Scheme before the date of this meeting.

Resolution 14

THAT the rules of Marston's Long Term Incentive Plan in the form produced to the meeting and initialled by the Chair of the meeting for the purpose of identification (the "LTIP"), the principal terms of which are summarised in the Notice of Meeting, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the LTIP and do all acts and things which they may, in their absolute discretion, consider necessary or expedient to give effect to the LTIP.

Resolution 15

THAT the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

1. Up to a nominal amount of £15,589,484 (such amount to be reduced by any allotments or grants made under paragraph 15.b. below in excess of £15,589,484); and
2. Comprising equity securities (as defined in section 560(1) of the 2006 Companies
   Act (the "Act")) up to a nominal amount of £31,178,968 (such amount to be reduced by any allotments made under paragraph 15.a. above) in connection with an offer by way of a rights issue:
3. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or any other matter.

This authority shall (unless renewed, varied or revoked by the Company) expire on the date of the 2024 AGM (or, 23 April 2024, 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.

As special resolutions:

Resolution 16

THAT, subject to the passing of resolution 15 in this Notice, the Directors be authorised to allot equity securities (as defined in section 560 of the Act) for cash, under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority shall be limited:

1. To the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but, in the case of the authority granted under Resolution 15.b. above, by way of a rights issue only):
2. 1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider necessary,

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 15.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 £2,338,422 and shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the date of the 2024 AGM, (or, 23 April 2024, 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.

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:

1. the maximum number of ordinary shares which may be purchased is 63,414,851;
2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is 7.375 pence;
3. 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

1. the authority conferred by this resolution shall expire at the conclusion of the 2024 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.

Bethan Raybould

General Counsel & Company Secretary

Marston's PLC

01902 907250