Marston : Notice of Annual General Meeting 2023

Notice of Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek financial advice from your stockbroker, bank manager, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser. If you have sold or otherwise transferred all your shares in Marston's PLC, please forward this notice, and accompanying documents (except any personalised 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.

Dear Shareholder,

I am pleased to invite you to the135th Annual General Meeting (the "AGM") to be held on Tuesday, 24 January 2023 at 10:00am at The Farmhouse at Mackworth, The Folly Suite, 60 Ashbourne Road, Derby DE22 4LY.

The Board considers the AGM to be an important event in our calendar as it provides us with an opportunity to present the Company's performance to, and engage with, our shareholders.

If you wish to attend the AGM, I would request that you register your intention to do so to enable us to monitor the number of attendees and make appropriate arrangements. The Notice of Meeting appears on page 3 (the "Notice") and details of how to register can be found in Part B of the Notice.

You will again be able to register any questions about the business of the meeting in advance and I strongly encourage you to take the opportunity to do so. We will however allow questions to be asked at the meeting.

Any changes to the arrangements for the AGM will be communicated via the investor section on our website www.marstonspubs.co.uk/ investors ("Website") and, where appropriate, by RNS announcement.

Most of our shareholders have now elected not to receive hard copy documents. Thank you for helping the Company to reduce its environmental impact, as well as the associated costs. You are now able to view or download the 2022 Annual Report and Accounts and Notice on our Website.

Business of the meeting

The Notice can be found overleaf in Part A on pages 3 to 7. This sets out the business to be considered at the AGM and provides explanatory notes for each resolution proposed.

General administrative notes relating to the AGM are set out in Part B, on pages 8 to 11. Explanatory notes relating to the Sharesave Scheme and LTIP are set out in Part C, on pages 12 to 16.

Voting

7 December 2022

(follow the link to Marston's PLC). CREST members should use the CREST proxy appointment service and Institutional investors may also be able to appoint a proxy via the Proxymity platform - please go to www.proxymity.io for further information. The Board strongly recommends that you appoint the Chair of the meeting as your proxy.

Please note that all proxy appointments and instructions must be received by our registrar, Equiniti, by no later than 10:00am on Friday 20 January 2023.

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 the Website and through a Regulatory News Service.

The Board

The Board appointed Nick Varney as a Non-executive Director with effect from 1 July 2022, subject to shareholder approval at the AGM. Nick brings a wealth of experience and insight to the Board and further information is set out on page 3. Nick Varney is accordingly seeking appointment by the shareholders.

In accordance with UK Corporate Governance Code 2018, all other Directors will be submitting themselves for re-election at the AGM. Following a Board evaluation process, I am satisfied that each Non- executive Director standing for re-election is independent and each Director continues make an effective and valuable contribution to the Company. The Board is satisfied that each Non-executive Director remains independent in character and judgement.

Recommendations

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 recommend 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 5 December 2022, amount in aggregate to 1,223,304 ordinary shares, representing approximately 0.19% of the total voting rights.

On behalf of the Board, I thank you for your continued support. Yours faithfully

We value your vote and encourage you to exercise your voting rights	William Rucker
by either completing and returning the enclosed form of proxy or	Chair
by registering the appointment of a proxy at www.sharevote.co.uk

2 Marston's PLC Annual General Meeting 2023

Contents and expected timetable for AGM related events

Contents		Page
This document contains:
Part A Formal Notice of AGM and explanatory notes		3
Part B Administrative notes relating to the AGM		8
Part C Notes on Sharesave Scheme and LTIP		12
Expected timetable for AGM related events
Latest time for receipt of Forms of Proxy and CREST proxy instructions to be valid at the AGM	10:00am on 20	January 2023
Submission of questions relating to the business of the AGM	10:00am on 20	January 2023
Inspections of documents	5:00pm on 20	January 2023
AGM	10:00am on 24 January 2023

Submission of questions

We invite shareholders to register their questions in advance of the meeting via email [e-mail]. Shareholders will receive a direct response to their question and questions that are relevant to the business of the AGM will be answered at the meeting. Answers to all questions answered at the meeting will be made available on the Website.

Inspection of documents

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:

• Copies of the Executive Directors' service contracts
• Copies of the letters of appointment of the Non-executive Directors
• The new Long Term Incentive Plan rules
• The new Sharesave Scheme rules

Marston's PLC Annual General Meeting 2023 3

Part A

Notice of Annual General Meeting

and explanatory notes to each of the resolutions

Notice is hereby given that the 135th Annual General Meeting ("AGM") of Marston's PLC (the "Company") will be held at 10:00am on Tuesday 24 January 2023 at The Farmhouse at Mackworth, The Folly Suite,

60 Ashbourne Road, Derby DE22 4LY for the following purposes:

Resolutions

Resolutions 1 to 15 (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 16 to 18 (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.

Annual Report and Accounts

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 1 October 2022.

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 1 October 2022.

Remuneration Policy

2. To approve the Directors' Remuneration Policy to take effect from 24 January 2023.

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 2020 AGM. The new Directors' Remuneration Policy can be found on pages 78 to 86 of the Annual Report and Accounts 2022 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 24 January 2023.

Remuneration Report

3. To approve the Annual Report on Remuneration for the period ended 1 October 2022.

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 87 to 94 of the Annual Report and Accounts 2022, gives details of the Directors' pay and benefits (and performance outcomes) for the period ended 1 October 2022.

KPMG LLP have audited those parts of the Directors' Remuneration Report as highlighted and their report can be found on page 105 of the Annual Report and Accounts 2022.

In accordance with the 2018 UK Corporate Governance Code (the "Code"), each Director will stand for election or re-election at the AGM.

Election of Director joining the Board since the last

AGM

4. To elect Nick Varney as Director of the Company

Nick has recently retired as Chief Executive Officer of Merlin Entertainments. He has over 30 years' experience in the Leisure sector, having started his career in consumer goods marketing, with Nestlé Rowntree and then with Reckitt & Colman plc. He went on to hold senior positions within The Tussauds Group (Pearson PLC), prior to becoming Managing Director of Vardon Attractions and a Main Board Director of Vardon plc. In 1999, Nick led the management buyout of Vardon Attractions to form Merlin Entertainments, driving the company's dynamic growth strategy which sees it today as European market leader and the world's second largest location based entertainment company. Nick is also a Board member of UK Hospitality, the trade body representing the UK's hospitality and tourism industry.

Re-election of Directors

To re-elect the following Directors who are seeking annual reelection in accordance with the 2018 UK Corporate Governance Code:

1. Andrew Andrea
2. Bridget Lea
3. Hayleigh Lupino
4. Octavia Morley
5. Matthew Roberts
6. William Rucker

A biographical summary of each Director appears on pages 58 and 59 of the Annual Report and Accounts 2022, with additional details set out below. All of the Non-executive Directors ("NED") standing for re-election are considered independent of the Company under the Code.

Both Andrew Andrea and Hayleigh Lupino are standing for re-election as an Executive Director. Details of their service contracts with the Company appear on page 86 of the Annual Report and Accounts 2022.

Andrew Andrea joined the Company in 2002 as Divisional Finance Director of Marston's Beer Company and in 2006 he became Operations Director for Marston's Pub Company. Andrew was appointed to the Board as Finance Director in March 2009. His role was expanded to Chief Financial and Corporate Development Officer in 2016 and he was appointed Chief Executive Officer on 3 October 2021. Andrew has over 23 years' experience within the pub and brewing industry and, in addition to his financial credentials, he has extensive commercial and operational expertise gained from his time at Marston's and outside the Group. He is currently a Non-executive

4 Marston's PLC Annual General Meeting 2023

Notice of Annual General Meeting continued

Director at Portmeirion Group PLC and has previously worked in various financial and commercial roles with Guinness Brewing Worldwide, Bass Brewers Limited and Dolland & Aitchison.

Andrew is a qualified Chartered Accountant and brings a wealth of experience to the Board including strategy and leadership, risk management and mergers and acquisitions gained in financial and commercial roles.

Bridget is currently Managing Director - Commercial at BT Group having previously held the role of Managing Director (North) at J Sainsbury PLC. She has held senior positions, spanning a wide range of disciplines including sales, operations, marketing, supply chain and digital, within retail corporates. Previously, as Director of Stores, Online and Omnichannel at O2, she led the re-engineering of the store experience, development of an industry-leading digital experience and the omnichannel transformation.

Bridget's operational experience working across multiple leading retail brands, great customer empathy and experience of running large teams supports the Board's focus on the performance of people in driving business success.

Hayleigh was appointed as CFO on 3 October 2021. She has strong operational and commercial credentials, as well as extensive knowledge of both Marston's and the wider pub and brewing sector. A qualified ACMA, Hayleigh joined Marston's in 2003 and, since then, she has held a number of senior roles within the Group including Director of Finance for Marston's Beer Company, culminating in her appointment as Director of Group Finance for the Group earlier this year. She has both helped to develop the strategy and, following the acquisition

of Thwaites beer business and Charles Wells Beer Business, led the integration plans, which saw a transformation of the beer business over the last 10 years.

She played a key role in the sale of Marston's Beer Company into the partnership with Carlsberg and is currently a Non-executive Director of CMBC. Hayleigh is also a Trustee Board Director at the Wolverhampton Grand Theatre.

Octavia has extensive experience in both executive and non-executive roles in retail and multisite companies having held various senior operational and strategic roles across all areas of retail at companies including Asda Stores Limited, Laura Ashley Holdings PLC and Woolworths plc. Octavia became Chief Executive Officer, and then Chair, at the retail company LighterLife UK Limited. She was subsequently appointed Managing Director at Crew Clothing Co Ltd before being appointed Chief Executive at OKA Direct Limited, furthering her retail and operational expertise. Octavia is currently Senior Independent Director at Card Factory PLC and Crest Nicholson Holdings PLC, Non-executive Director at Ascensos Ltd and Chair of Banner Group.

She was formerly a Non-executive Director of John Menzies PLC and Chair of Spicers-Office Team Group Ltd. Octavia brings significant PLC, strategic and retail experience to the Board, allowing her to contribute and challenge effectively in Board discussions and from her wider Non- executive Director roles.

Matthew Roberts was Chief Executive of Intu Properties plc until June 2020, having previously served as Chief Financial Officer from 2010 to April 2019. Prior to that he was Chief Financial Officer of Gala Coral Group Ltd from 2004 to 2008. Matthew held a number of senior roles within The Burton Group from 1989 to 1998, spanning investor relations, group finance and corporate development, during which time he led the demerger of Debenhams in 1998. He was Finance Director of Debenhams from 1996 to 2003.

Matthew is a qualified Chartered Accountant (FCA), and has recent and relevant financial experience, enabling him to contribute effectively to the Company as the chair of the Audit Committee. Matthew also has real estate and retail experience.

William Rucker is a Chartered Accountant with many years' experience in banking and financial services and was appointed as Chair of the Board with effect from 1 October 2018. He is Chair of Lazard in the UK and brings a wealth of knowledge and experience of financial markets, corporate finance and strategy to his leadership of the Board. William has recently been appointed Chair of ICG PLC, with effect from 31 January 2023 and is also currently Chair of the UK Dementia Research Institute. Previously, he was Chair of Crest Nicholson PLC, Chair of Quintain Estates and Development plc; and, a Non-executive Director of Rentokil Initial plc.

William's City and financial experience, together with strong stakeholder engagement credentials, ability to help businesses grow and his previous (and current) Chair roles make him ideally placed to be Chair of Marston's.

Auditors

11. To re-appoint KPMG LLP as Independent Auditors, until the conclusion of the next AGM of the Company in 2024 (the "2024 AGM").

The Company is required to appoint auditors at each AGM at which audited accounts are presented to shareholders. The Audit Committee has reviewed KPMG's effectiveness and recommends their re- appointment. Resolution 11 proposes the re-appointment of KPMG LLP ("KPMG") as the Company's Independent Auditors until the conclusion of the 2023 AGM.

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.

Sharesave Scheme

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

Marston's PLC Annual General Meeting 2023 5

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.

The new Sharesave Scheme ("Sharesave Scheme") was adopted by the Board on 10 May 2022 to replace the Company's existing 'Save As You Earn' scheme which was established in 2012 and which reached the end of its ten-year life in 2022. The new Sharesave Scheme is an all-employee arrangement, under which participation must be offered to all qualifying employees. A summary of the principal terms of the new Sharesave Scheme is set out in the Appendix to this Notice. The rules of the new Sharesave Scheme will be available for inspection from the date of this Notice on the national storage mechanism and will also be available for inspection at the place of the AGM for at least 15 minutes before and during the AGM.

Approval of a new Long Term Incentive Plan ("LTIP")

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 on pages 14 to 16 of the Notice, 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.

The Company's current LTIP was adopted by shareholders in

2014 and reaches the end of its ten-year life in 2024. Therefore, after extensive consultation with major shareholders, as part of the Directors' Remuneration Policy review, the Company is seeking shareholder approval for the Marston's LTIP a year early. A summary of the key terms of the LTIP is set out on pages 14 to 16 of the Notice and details of the awards proposed to be granted in 2022 are described in the Directors' Remuneration Report for the period ended 1 October 2022.

Authority to allot shares

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:

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

1. 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.

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 2024 AGM or 23 April 2024 (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.

*Two-thirds of the nominal amount of the Company's issued share capital is £31,178,968 (representing 422,765,667 ordinary shares of 7.375 pence each), (excluding treasury shares) as at 1December 2022. This maximum is reduced by the nominal amount of any allotment out of the one third issue.

**One third of the nominal amount of the Company's issued share capital is £15,589,484 excluding treasury shares. This maximum is reduced by the nominal amount of any allotment out of the two-thirds issue in excess of £15,589,484.

The Company held 26,213,676 ordinary shares in treasury which represents approximately 3.97% of the Company's issued ordinary shares as at the close of business on 5 December 20221.

Authority to disapply pre-emption rights

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

1 5 December 2022 being the latest practicable date prior to the publication of this document.