Marston’s PLC Annual Report and Accounts 2025

Delivering

Shared

Good

Times

Annual Report and Accounts 2025

Marston’s is growing and evolving, powered by a clear purpose:

Shared Good Times. It’s what unites our people, creates lasting

memories for our guests, and delivers real value for our stakeholders.

With strong momentum and ambitious goals, we are investing and

innovating to help our pubs – and the people behind them – thrive.

People-powered

Purpose-led

Performance-driven

Our pubs operate at the heart of their

communities, bringing people together

for SharedGoodTimes, everyday.

Our values and behaviours

Moments that matter Everyday excellence Win together Always ambitious Passionately local

Our 2025 financial highlights

Total revenue

£897.9m

2024: £898.6m

Underlying total earnings per share*

8.5p

2024: 5.2p

Underlying EBITDA*

£205.1m

2024: £192.5m

* Definitions can be found on pages 114 to 117 in Additional information.

Profit before tax

£88.3m

2024: £14.4m

Underlying profit before tax*

£72.1m

2024: £42.1m

Recurring free cash flow

£53.2m

2024: £43.6m

Total operating profit

£179.7m

2024: £151.7m

Strategic report

1 Our 2025 financial highlights

2 Investment case

3 Chair’s statement

4 CEO’s statement

6 Our business model

8 Our strategy

9 Our key performance indicators

10 Financial review

14 Stakeholder engagement

16 Sustainability

20 Risk and risk management

26 Viability statement

Governance

27 Corporate governance report

29 Board of Directors

31 Nomination Committee report

33 Audit Committee report

36 Directors’ remuneration report

39 Remuneration summary

40 Directors’ Remuneration Policy

47 Annual report on remuneration

54 Directors’ report

56 Statement of Directors’ responsibilities

Financial statements

57 Independent auditor’s report

63 Group income statement

64 Group statement of

comprehensive income

65 Group cash flow statement

66 Group balance sheet

68 Group statement of changes in equity

70 Notes to the Group financial statements

104 Company balance sheet

105 Company statement of

changes in equity

106 Notes to the Company financial statements

Additional information

114 Alternative performance measures

118 Information for shareholders

120 Glossary

Uncover the stories behind

Shared Good Times

www.marstonspubs.co.uk/

annual‑report‑2025

READ MORE ONLINE

Non-financial and sustainability

information statement

We comply with the non‑financial reporting requirements

in Sections 414CA and 414CB of the Companies Act

2006. The information set out below, together with

signposts to other relevant sections of the Annual Report

and Accounts, our Impact Report and our website, is

intended to help stakeholders understand our position

onkey non‑financial matters.

Page 16 Environmental matters

Page 14 Our people

Page 55 Human rights

Page 14 Social matters

Page 35 Anti‑bribery and corruption

Page 6 Business model

Page 20 Principal risks and impact of business activity

Page 9 Non‑financial KPIs

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 1

Investment case

A reliable growth company

Our vision is to be the UK’s leading local pub company. Our purpose is to offer our guests the best experience

andlocations for Shared Good Times.

£50m+

Sustainable

free cash flow

generation

Like‑for‑like revenue growth, our

targeted capex investment programme

and continued focus on our market‑

leading pub operating model will

underpin delivery of £50 million+

recurring free cash flow annually –

achieved significantly ahead of target

Clear and consistent

metrics totrack

success

We set ambitious targets that align with

our purpose and vision

Near to medium-term targets:

Revenue growth ahead of the market

EBITDA margin expansion of 200‑300

basis points, beyond FY2024

£50m+ recurring free cash flow

>30% incremental returns on

investmentcapex

Powerful value

drivers forgrowth

Our strategy is key to the success of our

business

Differentiated to

win in a growing

market

BUSINESS MODEL SEE PAGE 6

KPIS SEE PAGE 9FINANCIAL REVIEW SEE PAGE 10

OUR STRATEGY SEE PAGE 8

Execute a

market-leading

pub operating

model

Capex

to create

differentiated

pub formats

Digital

transformation

Leveraging

Marston’s

synergies

in targeted

acquisitions

Expansion

of managed

& partnership

models

1 2

Progress in FY2025

Profit growth

71%

Format refurbishments

Recurring free cash flow

£53m

EBITDA margin expansion

140bps

Suburban dominated locations

Flexible estate to evolve at pace

Pubs with scope for multi-occasions

Expertise in running local pubs

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 2

Chair’s statement

A strong year of progress

As I reflect on my first full

year as Chair, I remain

inspired by the passion,

professionalism and

dedication of our people.

From the thousands of colleagues across our

pubs to our Board and Executive team, the

commitment to delivering exceptional guest

experiences is what defines Marston’s – and

will continue to be the foundation of our success.

FY2025 marked our first full year as a

pure‑play hospitality business and it has

beenencouraging to see the business continue

to strengthen through this transformation.

Thestrategic actions we have taken are directly

aligned with the financial targets outlined at

our Capital Markets Day (CMD). We remain

fully committed to driving revenue growth and

enhancing margins, alongside the disciplined

deployment of capital to support sustainable

cash generation and long‑term value creation

for our stakeholders.

Progress in FY2025 and plans

for FY2026

FY2025 has been a strong year of progress for

Marston’s as we began delivering tangible

results from our refreshed strategy. The rollout

of our differentiated pub formats has gathered

momentum. This has been supported by our

demand‑driving event programme, further

development of our digital agenda, through

into a leading UK hospitality business. On

behalf ofthe Board, I want to express our

sincere gratitude to Hayleigh for her

outstanding service and wish her every success

in the nextstage of her career.

We were delighted to welcome Stephen

Hopson as Chief Financial Officer in

September. Stephen brings extensive financial

and leadership experience across the leisure

and retail sectors and has already made a

strong and positive impact. His expertise will

be instrumental as we continue to execute our

strategy, and the Board and I look forward to

working closely with him in the years ahead.

Our shareholders

The Board continues to recognise that Marston’s

share price trades at a material discount to its

net tangible asset value. While broader market

conditions remain challenging, we do not

believe our current valuation reflects the

progress we are making or the long‑term

potential of the Group. Closing this gap

remains a key priority.

We are executing a new strategy that is

already delivering improved profitability and

strong recurring free cash flow – enabling us to

reduce debt and rebuild the investment case

for Marston’s as a compelling equity

proposition. This is a growth‑focused plan,

underpinned by disciplined investment in the

estate and guest experiences – because no

business ever shrank to greatness.

We also understand, and have heard clearly,

the concerns some shareholders have raised

around capital allocation, shareholder returns,

and our financing structure. These remain

important areas of focus for the Board. As set

out at our CMD, our capital allocation

approach is based on maintaining a disciplined

balance between investment in the business,

ongoing deleveraging, and, ultimately,

shareholder distributions. We have made

encouraging progress, reducing leverage from

5.2x EBITDA (excluding lease liabilities) in

2024 to 4.6x this year, however this does

remain above our target. Once leverage falls

below 4.0x, we expect to be in a position to

begin returning capital to shareholders.

Ensuring we have the right financial structure

and foundations to support both operational

delivery and long‑term shareholder value

creation remains central to our approach.

Alongside this, we remain committed to

enhancing transparency and deepening

engagement with shareholders and the wider

market to ensure our strategy, performance

and ambitions are clearly understood. We

remain confident that, over time, the valuation

gap will narrow. I would like to thank our

shareholders for their continued support.

Our people

Finally, I want to acknowledge the exceptional

commitment and hard work of our people.

Over my first full year as Chair, I have spent a

great deal of time in Marston’s pubs and Pub

Support Centre, and I’m consistently struck by

our teams’ passion for hospitality, their pride in

our pubs and their unwavering dedication to

delivering outstanding guest experiences. It’s

this spirit that drives our business forward every

day. On behalf of the Board, I want to thank

every member of the Marston’s team for their

contribution this year.

With a clear strategy, a strong leadership

teamand the right capabilities in place, I am

confident we are well positioned to deliver

sustainable growth and long‑term value for

allour stakeholders.

Ken Lever

Chair

our Order & Pay platform and our clear focus

onimproving the guest experience across the

estate – which has now reached record levels.

Margin management has been a particular

strength in FY2025, contributing to improved

profitability and strong recurring free cash flow.

Recurring free cash flow totalled £53.2 million

– exceeding our £50 million CMD target

ahead of schedule – and this has helped

reduce our net debt (excluding IFRS 16 lease

liabilities) to £837.5 million. A strong level of

cash generation is essential to our goal of

returning to a position where dividends and

capital returns can be reinstated.

Looking ahead to FY2026, we will continue

thephased rollout of our pub formats, with

anaccelerated programme of planned

refurbishments, whilst continuing to remain

targeted and disciplined with our capital

investment, aligned to clear return thresholds.

At the same time, we will maintain a strong

focus on margin management and cash

generation, both of which are critical to

supporting our long‑term financial objectives.

Our Board and Executive

management

This year we announced the departure of

Hayleigh Lupino, our Chief Financial Officer,

who left Marston’s after 22 years with the

business. Hayleigh’s contribution has been

immense – from her early finance roles through

to her time on the Executive Committee, she

has been pivotal in shaping the Group’s

financial strategy and supporting its evolution

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 3

CEO’s statement

FY2025 has been a year of

strong delivery for Marston’s

as we continued to focus on

being the UK’s leading local

pub company.

We have seen encouraging results across the

board – from improved profitability and margin

expansion, to record guest satisfaction and

recurring free cash flow ahead of our target.

With strong momentum, a high‑margin

platform, and our formats growth engine

poised to deliver, we are well positioned to

buildon this foundation and continue creating

long‑term value for all stakeholders.

Strategic and

operationaldelivery

In FY2025 our efforts have been firmly

concentrated on delivering a market‑leading

pub operating model, scaling our proven

guest‑led pub formats, and continuing to

embed digital capabilities across the business.

People-powered

Purpose-led

Performance-driven

Each of these areas is already delivering

tangible performance benefits and collectively,

they are laying the foundation for long‑term

sustainable growth.

Market-leading pub

operatingmodel

Delivering a market‑leading operating model is

central to our strategy and has underpinned

much of the progress made this year. At its core,

our model is built around three pillars: revenue

growth, cost efficiency, and guest satisfaction

– all working together to create amore

profitable, consistent, and scalable business.

We have continued to invest in initiatives that

support top‑line performance, with our

demand‑driving event programme playing

akey role. From Trivial Pursuit: ‘Win a Wedge’

to Pub Life and partnerships like Paddington

inPeru and the Cool Hand Cup, these events

have supported engagement, driven footfall

and strengthened our connection with guests.

Our operational discipline has driven a

140bps improvement in EBITDA margin – a

standout result that reflects the strength of our

approach. Our labour scheduling tool, which is

focused on ensuring we have theright people

at the right time, has helped usmanage

external cost pressures, while procurement and

energy efficiencies continue to deliver meaningful

gains. Going forward, we view cost pressures as

manageable within the context of our ongoing

efficiency programme, and we expect to

deliver further margin uplift in the year ahead.

At the heart of our progress is an unwavering

focus on the guest. Our record Reputation

score of 816 reflects the pride our teams take

increating great experiences and the tangible

improvements we have made across the

estate.From demand‑driving events and

betterSignature menu execution, to increased

Order& Pay usage and more efficient labour

scheduling, every initiative is designed

toenhance service and satisfaction – and

itisgreat to see our pubs delivering that

experience more consistently than ever.

Differentiated pub formats

Our differentiated pub formats are a key future

growthengine. In FY2025, we completed

31conversions – 21 Two Doors, five Grandstands

and five Woodie’s – all delivered on time, on

budget and generating strong guest feedback

and average initial revenue uplifts of 23%.

With average capex per renovation of £260k,

and a return on invested capital of over 30%,

these formats are delivering in terms of both

guest satisfaction and financial returns.

Looking ahead to FY2026, we plan to

accelerate the rollout with at least 50 further

conversions, all within our disciplined 7–8%

capex‑to‑revenue range. This next phase will

continue to scale one of the most exciting and

high‑impact levers in our strategy.

Digital transformation

Digital transformation is playing a central role

in improving both the guest experience and

operational efficiency across the business.

Atthe heart of this is our enhanced Order &

Pay platform, launched in March and now live

across our entire managed estate. Results have

been very encouraging, with revenue per

transaction upover 10%, supported by

stronger upselling and premiumisation.

Theplatform also improves speed of service

–particularly in high‑volume and outdoor

areas– and is therefore contributing to higher

guest satisfaction.

More broadly, we are embedding AI tools

across the business, from forecasting and

labour planning to menu development and

energy efficiency. With further investments in

infrastructure – including new tills, tablets and

an upgraded Wi‑Fi network – we are building

amore connected, data‑driven estate that can

scale more efficiently and deliver for guests

inevery pub at every visit.

Record Reputation score

(endofFY2025)

816

Recurring free cash flow

£53.2m

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 4

CEO’s statement continued

Financial progress

FY2025 marked a step‑change in our financial

performance. We delivered another year of

significant profit growth and a material

improvement in recurring free cash flow

– enabling us to invest in our estate, reduce

debt, and strengthen the platform for future

shareholder returns. Like‑for‑like sales growth

of 1.6% remained ahead of the market and

was supported by strong performance from our

31 new format launches. Underlying profit

before tax from continuing operations rose

71% to £72.1 million, following a 64% uplift in

FY2024, driven by disciplined cost control and

strong operational execution.

Recurring free cash flow of £53.2 million

exceeded our CMD target and was delivered

significantly ahead of schedule. This supported

further deleveraging, with net debt (excluding

IFRS16 lease liabilities) reducing to £837.5 million.

Net debt (excluding IFRS 16 lease liabilities) is

now down by almost a third since FY2022 and

remains underpinned by a predominantly

freehold estate now valued at approximately

£2.2 billion. Our leverage ratio improved to

4.6x, and net asset valueper share rose to

£1.25, reflecting increased profitability, estate

revaluation gains, and debt reduction.

Over the near‑to‑medium term, we continue

toexpect to deliver on the targets set out at

ourCMD, which include:

Revenue growth ahead of the market

EBITDA margin expansion of 200‑300

basis points beyond FY2024, targeting

23.4% to 24.4%

Over £50 million recurring free cash flow

>30% ROIC on investment focused capex

Sustainably operating

thebusiness

In FY2025, we continued to make meaningful

progress across all areas of our sustainability

agenda. We now have approximately 560 EV

chargers across over 200 pubs, extended our

glass reuse scheme to more than 150 locations,

and completed the installation of solar panels

at 65 pubs. We are proud to be leading the

way on food waste too – achieving 74% of our

2030 reduction target and preventing over 43

tonnes of food waste through our partnership

with Too Good To Go. On the people front, we

were recognised as the UK pub industry’s top

employer by the Financial Times and with

nearly 95% of our pubs achieving a 5* EHO

rating, our commitment to high operational

standards remains clear. We remain focused

on driving further progress in FY2026, with

practical, targeted actions that make our

business more sustainable for the long term.

Outlook

Marston’s heads into FY2026 with real

momentum. Our high‑margin operating model

is underpinned by strong cost discipline, a

scalable digital platform, and increasing

operational efficiency – all of which are

driving robust cash generation and ongoing

margin improvement. Record guest satisfaction,

reflected in our highest‑ever Reputation scores,

speaks to the consistency of our offer and the

pride our teams take in delivering great local

pub experiences. We are well‑positioned

heading into the critical festive period, with

bookings tracking 11% ahead of the same

point last year and a strong calendar of

demand‑driving events in place – such as

Marston’s Best EverChristmas.

Section 172(1) statement

Section 172(1) of the Companies

Act 2006 requires the Directors to

act in a way that they consider, in

good faith, would most likely promote

the success of the Company for the

benefit of its members as a whole,

whilst also considering the likely

consequences of any decisions

made over the long term and the

needs and interests of stakeholders.

Details of how the Directors have

engaged with and had regard to

the interests of all our stakeholders

and the need to foster the Company’s

relationships with those stakeholders

are set out on pages 14 and 15.

Principal decisions taken by the

Board during the financial year are

embedded throughout the report,

particularly in the Chair’s and

CEO’s statements.

The standout opportunity for FY2026 is the

acceleration of our guest‑led pub formats

– aproven growth engine at the heart of our

strategy. The 31 conversions completed in

FY2025 have continued to trade well beyond

their initial uplift, giving us the confidence to

step up to at least 50 format launches in the

year ahead, with a focus on Two Door and

Grandstand. This rollout represents ascalable,

repeatable model for growth – one that is

resonating with guests and supporting our

longer‑term ambitions. As we move into

FY2026, our priorities are clear: to continue to

drive performance through our market‑leading

operating model, new formats roll‑out plan &

digital transformation; delivering sustainable

value for shareholders.

Justin Platt

Chief Executive Officer

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 5

Our business model

How we create value

We are a leading local pub company with anestate of over 1,300 pubs nationally. These comprise a balanced mix of

managed, partnership, and leased and tenanted pubsallowing agility in cost sharing and innovation. Our differentiated

and flexible operating model focused on five formats, ensures we can meet specific consumer needs and occasions,

delivering Shared Good Times for all our stakeholders.

Outputs

Revenues

Revenue held steady at £897.9

million, with strong

performance across newly

converted pubs and

like‑for‑like sales continuing

tooutperform the market.

EBITDA

margingrowth

Underlying EBITDA rose 13%,

with a 140bps margin uplift,

driven by improved mix,

disciplined cost control,

andthe continued strength

ofourhigh‑margin operating

model.

Recurring free

cashflow

A standout year for cash

generation, with recurring free

cash flow of £53.2 million. This

exceeded our CMD target and

delivered significantly ahead

of schedule – unlocking

greater financial flexibility

going forward.

Management models

One of our key strengths is

the balance between our

pub management models.

Our Shared Good Times proposition

Our differentiated pub formats with wide consumer appeal:

Managed pubs

Leased & Tenanted pubs

Partnership pubs

Locals

Pub

Locals

Sports Pub

Family

Pub

Adult

Dining

Two Door

Pub

Target segment

Proposition

Share Good

Times at

yourlocal

The Big Event

Shared at

yourlocal

Share Good

Times with

allthefamily

Good Food

Good Times

Shared

GoodTimes

foreveryone

Regulars

andLocals

Adults 35–64

Regulars

andLocals

Entertainment

focused adults

Families

withchildren

Affluent adults

Adults 35–64

Families and

Pubregulars

29%

11%

60%

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 6

Our business model continued

Our key enablers

Our strategy and business model are underpinned by three key enablers. These support and help drive our strategic

priorities, while reflecting our unique culture and how we operate responsibly and ethically.

The value we create

OUR PEOPLE & PARTNERS

8.3

Employee engagement score

OUR GUESTS

816

Reputation score (end of FY2025)

OUR COMMUNITIES &

ENVIRONMENT

560

Rapid EV charges installed

throughout our communities

OUR SUPPLIERS

£560m

Total spend with UKsuppliers

OUR INVESTORS

£53.2m

Recurring free cash flow

No.1

employer in UK pub industry

inFinancial Times

No.1

Pub Company on Reputation

2,672

Tonnes of food waste saved

this year

92%

Our approved food suppliers

rated BRC Grade A or above

£837.5m

Net debt reduction to£837.5m

SEE MORE ONLINE

marstonspubs.co.uk

Powerful supplier

partnerships

We deliver ‘Shared Good Times’ by offering sector‑

leading food and drink, through strong partnerships with

our suppliers. Our commercial marketing and procurement

teams ensure high standards of quality, sustainability,

andimmersive guest experiences across all formats.

Safely & sustainably

operatingthe business

From our pubs to our Pub Support Centre we are

committed to protecting our people, supporting our

communities and reducing our impact on the environment,

ensuring we build a business that thrives for generations

to come.

Performance-driven team

At Marston’s, our performance is driven by the passion,

expertise and dedication of our people. Every success is

built around our team values and behaviours, and our

teams’ commitment to delivering great experiences,

strong results and sustainable growth.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 7

Our strategy

Execute a market-

leading pub operating

model

We are focused on relentless execution

and delivering on our market‑leading pub

operating model by balancing revenue

growth, cost efficiency and guest

satisfaction across our estate

We aim to set the standard in operational

excellence, ensuring high‑quality service,

effective cost management and an

outstanding guest experience

Capex to create

differentiated

pub formats

We have identified the opportunity

totailor our pub portfolio into five

well‑defined pub formats thatmeet

consumer needs across different segments

We expect these unique propositions

willdrive increased consumer penetration

as we rollthem out across our estate

Digital transformation

We are a people‑led business but we

believe there issignificant opportunity to

complement what we do withtechnology

To drive revenue, we will improve the

guest journey and plan to deliver

personalised, data‑led interactions over

time. On costs, ourdigital strategy focuses

on labour productivity tools and AI

tooptimise stock management

Expansion of managed

& partnership models

One of our biggest strengths is the balance

between our different management

models, particularly between managed

and partnership

These models are incredibly flexible and

akey means of delivering our five distinct

consumer‑focused formats and

market‑leading pub operating model

Leveraging Marston’s

synergies in

targetedacquisitions

Over time, we aim to leverage our

significant operational strengths,

established brand and scale to unlock

synergies in targeted acquisitions

By applying our proven and market‑

leading pub operating model and

integrating digital capabilities, weexpect

to drive synergies from acquisitions that

align with our strategic vision

Our key

value drivers

Our strategy will ensure we drive guest demand

anddeliver great pub experiences while maintaining

best‑in‑class operations and cost efficiencies to

expandprofitability and cash generation.

BUSINESS MODEL SEE PAGE 6

INVESTMENT CASE SEE PAGE 2

Execute a

market-leading

pub operating

model

Capex

to create

differentiated

pub formats

Digital

transformation

Leveraging

Marston’s

synergies

in targeted

acquisitions

Expansion

of managed

& partnership

models

SEE OUR IMPACT REPORT

marstonspubs.co.uk/responsibility

Revenue growth

ahead of the market

EBITDA margin expansion

of 200–300 basis points

Over £50 million

recurring free cash flow

>30% ROIC on investment

focused capex

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 8

Our key performance indicators

Building on our progress

Our key financial and operational metrics are set out below. They track our progress towards our vision of being

theUK’s leading local pub company and are linked to how we are remunerated.

LFL revenue growth

greater than the market

We aim to continue our track

record of delivering growth

above industry rates.

Focus on guest

Reputation score

Guest satisfaction is a critical

metric which we measure

through our Reputation score.

There is a clear link between

our score and revenue growth.

Sustained EBITDA

marginexpansion

Delivering cost and operational

efficiencies to support sustained

margin growth. The journey to

margin expansion has already

begun with a significant

improvement YoY.

Growing free cash flow

Revenue growth and

improving margin generates

free cash flow and supports

delivery of our strategy to

behighly cash‑generative.

Safely and sustainably

operating the business

Delivering impact through

safe and sustainable business

practices. We aim for all our

pubs to achieve a 5* EHO

rating and are targeting a

50% reduction in food waste

by 2030.

Material reduction

in debt

Transferring debt to

equityinconjunction with

strategic growth to create

shareholder value.

REM REM REM REM

Guest Reputation

trackrecord

(asatyear-end)

Underlying EBITDA (£m)

& Underlying EBITDA

margin (%)

Recurring freecash flow

(£m)

Our Pubs at 5* EHO (%)

Reduction in food waste

YoYtomeet 2030 target

(%)

Net Debt excluding lease

liabilities (£m)

Total revenue (£m)

Guest Reputation drives

higher revenue growth (%)

897.9

898.6

872.3

202520242023

10.1%

LFL

4.8%

LFL

1.6%

LFL

816

800

766

202520242023

205.1

192.5

170.3

202520242023

22.8%

21.4%

19.5%

53.2

43.6

(38.5)

20252024

2023

94.7

94.1

92.9

202520242023

74. 2

67. 5

60.8

202520242023

837. 5

883.7

1,185. 4

202520242023

YOY revenue growth

Guest Reputation

<750 750 800 850 900+

(0.6) (0.6)

1.6 1.5

3.9

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 9

Financial review

Significant profit growth and cash flow generation

Revenue

Revenue was stable at £897.9 million (2024:

£898.6 million). Total sales in the Group’s

managed and partnership pubs for the

52‑week period increased to £871.9 million

(2024: £864.6 million). Like‑for‑like sales

within our managed and partnership pubs

were up 1.6% compared to FY2024,

outpacing the market which grew at 0.7%

(source: CGA RSM Hospitality Tracker).

Like‑for‑like growth, although modest, was

broad based, including drink like‑for‑like

salesup 0.3% and food like‑for‑like sales up

2.2%. Sales were supported by our increasing

focus on revenue‑driving activity, 31 format

conversions and consistent focus on customer

service. Revenues in the tenanted and

leasedestate were £26.0 million (2024:

£34.0million). This follows c.£50 million of

strategic disposals in FY2024 and FY2025,

predominantly from the tenanted and leased

estate, together with conversion of sites to the

managed and partnership models.

Underlying EBITDA and

operating profit

A key target for the Group, outlined at the

CMD, was to grow underlying EBITDA margin

by 200‑300 basis points from 2024 levels,

giving a target range of 23.4% to 24.4%.

The Group’s profitability stepped up materially

in the period. In FY2025, underlying EBITDA

from continuing operations increased by 6.5%

to £205.1 million (2024: £192.5 million).

TheEBITDA margin was up 140 basis points to

22.8%, despite c. £10.0 million of inflationary

and regulatory cost headwinds, including

employment cost increases following the

national insurance and national living wage

changes of April 2025, as we made strong

progress in executing our market‑leading

operating model. Significant savings were

made as we rolled out enhanced labour

scheduling systems, and the Group delivered

central efficiencies, procurement gains,

andmore efficient repairs and maintenance

spend, whilst investing in increased marketing

expenditure and more specialist roles.

Weseefurther opportunity to increase

theEBITDA margin in FY2026 as we move

towards our target.

As a result of the progress made on EBITDA

margin, the average EBITDA per pub in

managed and partnership increased 7.5%

to£161.3k, the average EBITDA per pub in

Tenanted and Leased increased 2.5% to

£98.6k and the overall EBITDA per pub

increased 7.4% to £154.4k.

Underlying depreciation and amortisation

costs of £45.2 million were broadly flat

year‑on‑year (2024: £45.3 million).

Underlying operating profit from continuing

operations increased by 8.6% to £159.9 million

(2024: £147.2 million). Underlying operating

margins of 17.8% grew by 140 basis points

compared to the prior period (2024: 16.4%).

Statutory operating profit from continuing

operations, including non‑underlying items

(see below), was £179.7 million (2024:

£151.7million).

Net finance costs

Underlying net finance costs were £87.8 million,

substantially lower than the prior period (2024:

£105.1 million) as a result of lower average net

debt year‑on‑year, in particular following the

disposal of the remaining 40% interest in

Carlsberg Marston’s Limited (CMBC) part way

through FY2024. Please see the Debt and

Financing section below for a breakdown of the

components of net debt.

Underlying net finance costs include

£34.8million relating the business’s securitised

debt (2024: £35.3 million), £11.9 million relating

to bank borrowings (2024: £25.4 million),

£23.3 million relating to other lease related

borrowings (2024: £22.9 million), a

£19.0million expense relating to IFRS 16

leaseliabilities (2024: £19.2 million) and

£(1.2) million of other items (2024: £2.3 million).

There was a non‑underlying charge of

£3.6million relating to the Group’s interest

rateswaps (2024: £32.2 million).

Profit before tax

As a result of a £12.7 million increase in

underlying operating profit and a £17.3 million

decrease in underlying net finance costs,

underlying profit before tax from continuing

operations increased year‑on‑year by

£30.0million, or 71.3%, to £72.1 million

(2024: £42.1 million). Statutory profit

beforetax from continuing operations was

£88.3 million (2024: £14.4 million), with

thedifference reflecting a net non‑underlying

profit of £16.2 million, the details of which

areset out below.

Non-underlying items

There was a net non‑underlying profit of

£16.2million before tax. This included a

£22.9million net gain representing net reversals

of previous impairments of freehold and leasehold

property values, following the external estate

valuation of the Group’s effective freehold

properties and the impairment review of the

Group’s leasehold properties, partially offset by

£3.1 million of reorganisation, restructuring and

relocation costs and a £3.6 million net expense

in respect of interest rate swap movements.

In the prior period, there was a net non‑underlying

loss from continuing operations of £27.7 million

before tax, consisting of a net loss of £32.2 million

in respect of interest rate swap movements and

£1.2 million of restructuring costs, partially offset

by £5.7 million of net impairment reversals from

the 2024 property revaluation and leasehold

impairment review.

Taxation

The underlying tax charge was £18.3 million

(2024: £9.0 million), with an underlying effective

tax rate of 25.4% (2024: 21.4%). Theeffective

rate is slightly higher than the standard rate of

corporation tax primarily due to the impact of

disallowed depreciation on non‑qualifying assets

offset by a prior period tax credit.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 10

Financial review continued

Taxation continued

We expect the underlying effective tax rate to

be approximately in line with the standard rate

of corporation tax in future years.

Tax on non‑underlying items was a credit of

£1.6 million (2024: £12.1 million), driven

primarily from the recognition of a £5.4 million

deferred tax asset from capital losses,

previously derecognised, arising from the

upward revaluation of land and buildings.

The statutory tax charge was £16.7 million

(2024: credit of £3.1 million) on statutory

profitbefore tax from continuing operations of

£88.3 million (2024: £14.4 million), with an

effective tax rate of 18.9% (2024: negative

effective tax rate of 21.5%). The effective tax

rate for prior periods including discontinued

operations was positively impacted by income

from associates, now discontinued, recognised

on a post‑tax basis.

Profit after tax and earnings

per share

The statutory profit after tax from continuing

operations was £71.6 million, compared to

£17.5 million in the prior period. In the prior

period, there was a loss of £36.0 million

fromdiscontinued operations, including

animpairment of the carrying value of the

CMBC investment and losses on disposal.

Thestatutory profit from both continuing and

discontinued operations in the current period

was £71.6 million compared to a loss of

£18.5million in the prior period.

Basic underlying earnings per share from

continuing operations increased 63.5% to

8.5pence per share (2024: 5.2 pence per

share). Total statutory basic earnings per share

were 11.3 pence (2024: loss of 2.9 pence).

Capital expenditure

Our capital expenditure strategy was set out at

the CMD, with a near‑term target spend of

7‑8% of revenue, including projects to enhance

the estate through differentiated formats.

Making progress on this, capital expenditure

was £61.2 million inthe current period (2024:

£46.2 million), representing 6.8% of revenue

(2024: 5.1% of revenue). Of the total

expenditure, £8.0 million was spent on 31

format conversions, including 21 Two‑door, 5

Grandstand and 5 Woodie’s. Since re‑

opening, these conversions have delivered

sales uplifts of 23% with EBITDA returns on

investment in excess of 30% in trading to date.

In addition, we continued to invest in

maintaining our core business and in our

ITplatforms.

Property and disposals

The Group’s policy is to revalue its effective

freehold estate on an annual basis and review

its leasehold estate annually for impairment.

The Group conducts an annual external

valuation of all its properties to assist with this

process, with all pubs inspected on a rotating

basis. Approximately one‑third of the estate

undergoes physical inspection each year,

while the remainder is subject to a desktop

valuation. In June 2025, Christie & Co carried

out an external valuation, the results of which

are reflected in the full year accounts.

The carrying value of the estate is £2.2 billion

(2024: £2.1 billion). Following the valuation,

the Group recognised a £22.9 million net

impairment reversal of freehold and leasehold

properties in the income statement (2024:

£5.7 million), and a £109.8m unrealised

surplus on the revaluation of properties

(2024:£80.8million) together with a £38.6 million reversal of past revaluation surplus

(2024:£39.8million) in other comprehensive income.

During the current period, the Group generated £6.4 million in net proceeds from non‑core

pubdisposals (2024: £46.9 million), mainly reflecting the end of the prior period’s strategic

disposal programme.

The Group ended the period with 1,328 pubs (2024: 1,339 pubs), of which 1,182 were

operating under the managed or partnership models (2024: 1,182) and 146 were operating

under the tenanted and leased models (2024: 157 pubs).

Pensions

The balance on our defined benefit scheme was a £15.4 million surplus as at 27 September 2025

(2024: £13.1 million surplus). The Group will continue to pay the administrative fees associated

with the scheme but is currently making no other contributions to the scheme.

Net asset value

The table below shows the main movements in net asset value:

2025

£m

2024

£m

Variance

£m

Variance

Property, plant and equipment 2,181.3 2,069.0 112.3 5.4 %

Other assets excluding cash* 99.1 98.8 0.3 0.3 %

Cash* 35.9 45.5 (9.6) (21.1)%

Total assets 2,316.3 2,213.3 103.0 4.7 %

Borrowings (1,241.6) (1,302.9) 61.3 4.7 %

Other liabilities (284.0) (255.6) (28.4) (11.1)%

Total liabilities (1,525.6) (1,558.5) 32.9 2.1 %

Net assets 790.7 654.8 135.9 20.8 %

Net asset value per share £1.25 £1.03 £0.22 21.4 %

* ‘Cash’ in this table refers to cash and cash equivalents, together with other cash deposits.

Net assets increased to £790.7 million (2024: £654.8 million), with a net asset value per share of

£1.25 (2024: £1.03). The main changes in net asset value were an increase in property, plant and

equipment as a result of the property revaluation and the capital investment made in the business, a

decrease in borrowings net of cash due to the positive progress made in generating free cash flow in

the year, and an increase in deferred tax liabilities, largely as a result of the property revaluation gain.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 11

Financial review continued

Cash flow

A summary of the Group’s cash flow is shown below:

2025

£m

2024

£m

Cash adjusted total EBITDA 203.1 192.8

Working capital movement 3.0 8.2

DB pension contributions (1.6) (7.5)

Corporation Tax payments (5.3) 0.1

Net cash inflow from operating activities excluding CMBC dividend 199.2 193.6

Net interest (incl finance lease capital repayments received) (83.2) (98.2)

Capex (61.2) (46.2)

Bank fees and swap termination costs (0.9) (5.6)

Purchase of and sales proceeds from own shares (0.7) –

Recurring free cash flow (RFCF) 53.2 43.6

CMBC dividend – 13.8

Sale of property, plant and equipment and assets held for sale 6.4 46.9

Disposal of associates (2.8) 205.5

Net cash flow (NCF) 56.8 309.8

Debt repayments and transfers from other cash deposits (66.4) (291.9)

Net increase/(decrease) in cash and cash equivalents (9.6) 17.9

There was a net cash inflow from operating activities of £199.2 million (2024: £207.4 million,

£193.6 million excluding the CMBC dividend). Within this, working capital timing differences

were £3.0 million (2024: £8.2 million). There were £1.6 million of payments in relation to the

defined benefit pension scheme (2024: £7.5 million) following the cessation of c. £6 million

annual cash contributions at the end of FY2024. Cash tax payments were £5.3 million (2024:

repayments of £0.1 million), comprising payments in respect of FY2024 and payments on

account for FY2025 under the ‘large company’ regime. As the Group’s taxable profits increase, it

expects to move into the ‘very large company’ regime in FY2026 which will result in c. 18 months

of cash tax charges being included in the FY2026 cash flow.

Net interest costs including finance lease capital repayments received were £83.2 million (2024:

£98.2 million) and capital expenditure was £61.2 million (2024: £46.2 million). After bank fees,

swap termination costs, and the purchase of and sales proceeds from own shares, recurring free

cash flow was £53.2 million (2024: 43.6 million), meeting the target set out at the CMD of

recurring free cash flow of over £50 million a year.

Taking into account disposals proceeds received of £6.4 million (2024: £46.9 million), a CMBC

dividend of £nil (2024: £13.8 million) and cash outflows in relation to the disposal of the Group’s

remaining 40% interest in CMBC of £2.8 million (2024: inflow of £205.5 million), net cash flow

for the period was £56.8 million (2024: £309.8 million).

Mandatory securitised loan note repayments of £43.8 million (2024: £41.5 million), repayments

of the capital element of lease liabilities relating to IFRS 16 of £8.6 million (2024: £8.4 million)

and other debt repayments and transfers from other cash deposits of £14.0 million (2024:

£242.0 million) resulted in an overall decrease in cash and cash equivalents of £9.6 million

(2024: increase of £17.9 million).

Debt and financing

Net debt, excluding IFRS 16 lease liabilities, was £837.5 million (2024: £883.7 million),

areduction of £46.2 million. Including IFRS 16 lease liabilities of £368.2 million

(2024:£373.7million), total net debt was £1,205.7 million (2024: £1,257.4 million).

The Group has continued to make progress in net debt reduction during the year; with net

debt:EBITDA excluding IFRS 16 falling from 5.2x in 2024 to 4.6x at the period end. Leverage

including IFRS 16 reduced from 6.5x to 5.9x.

The Group’s financing, providing an appropriate level of flexibility and liquidity for the medium

term, comprises:

Debt types

Repayment/

expiry date or

average length

Debt

(£m)

Cash balances

(£m)

Net Debt

(£m)

Securitisation 2035 516.7 21.4 495.3

Securitisation liquidity facility (£120m) – – –

Marston’s Issuer PLC’s cash – 0.4 (0.4)

Securitisation totals 516.7 21.8 494.9

Other lease related borrowings 2047–2058 338.9 – 338.9

Bank facility (£200.0m) July 2027 21. 0 14.1 6.9

Unamortised issue costs (3.3) – (3.3)

Seasonal overdraft (£5m–£10m) – – –

Bank facility totals 17.7 14.1 3.6

Preference shares 0.1 – 0.1

Total excluding IFRS 16 lease

liabilities 873.4 35.9 837.5

IFRS 16 lease liabilities 24 years, on average 368.2 – 368.2

Total 1,241.6 35.9 1,205.7

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 12

Financial review continued

Debt and financing continued

The securitisation debt is loan notes issued in

2005 and 2007, secured on ring‑fenced

properties. It is long‑term debt with predictable

debt servicing (capital and interest payments).

All floating rate notes are economically

hedged in full by the Group using interest

rateswaps whereby all interest payments

areswapped to fixed interest payable. The

weighted average fixed interest rate payable

by the Group on its securitised debt as at

27September 2025 was 6.4%. The terms of

the securitisation require a liquidity facility to

be in place, of which £nil was drawn at

yearend.

‘Other lease related borrowings’ is debt

recognised against properties subject to sale

and leaseback arrangements with repurchase

options available to the Group at nominal

value. The obligations under these

arrangements do not fall within the scope of

IFRS 16 “Leases” and are accounted for in

accordance with IFRS 9 “Financial

Instruments”, with the assets treated as

“effective freeholds”. Caps and collars are in

place to limit the index‑linked increases in

interest costs. Currently, no capital repayments

are being made on the borrowings, which are

economically similar to mortgages; repayment

of the capital element is expected to begin in

FY2033 with full repayment by 2058.

During the current period, the Group

successfully secured a one‑year extension

toitsbanking facility, which was due to expire

in July 2026. The revised bank facility to

July2027 is for £200.0 million, of which

£21.0million was drawn at the year end.

IFRS 16 lease liabilities are obligations from leases

including sale and leaseback arrangements that

completed without an option to repurchase the

asset at nominal value.

The Group holds three interest swaps in

relation to its borrowing facilities with a net

valuation of £(53.9) million as at the period

end (2024: £(59.0) million), which are

excluded from net debt.

The vast majority of our borrowings are

long‑dated and asset‑backed, including

thesecuritisation debt. The loan to value of

securitised debt, which is decreasing year‑on‑year,

is currently 41% (2024: 46%), and the loan to

value of net debt excluding lease liabilities is

44% (2024: 50%).

In summary, we have adequate cash

headroom in our financing structures to provide

operational flexibility. Importantly, all of our

medium to long‑term financing is hedged or

contains caps and collars, thereby minimising

any exposure to interest rate movements. Good

progress has been made in deleveraging the

business and we expect this progress to

continue moving forwards.

Capital allocation and

shareholder returns

As set out at our CMD, our capital allocation

framework is focused on enhancing long‑term

shareholder value through a disciplined balance

of delivering strong returns on investment and

deleveraging. The Board is pleased that the

Group has delivered initial EBITDA returns in

excess of 30% on expansionary capital. In

addition, deleveraging has continued and net

debt to EBITDA before IFRS 16 has fallen from

5.2x in FY2024 to 4.6x at this period end.

However, leverage remains higher than target

and, as such, no dividend will be paid in

respect of FY2025.

Shareholder returns remain a core part of our

capital allocation strategy and are planned

once leverage (excluding IFRS 16) falls below

4.0x. Given the significant discount between

net asset value per share and the share price,

consideration will be given at that point to the

use of cash for share buy backs alongside or

instead of other returns of capital, taking into

account further planned debt reduction, the

requirement of cash for growth investment

andthe availability of distributable reserves.

Going concern

Having considered the Group’s forecast

financial position and exposure to principal

risks and uncertainties, including cost and

inflationary pressures, the Directors have a

reasonable expectation that the Group has

adequate resources to continue to operate

within its borrowing facilities and covenants for

a period of at least 12 months from the date of

signing the financial statements. Accordingly,

the financial statements have been prepared

on the going concern basis. Full details are

included in note 1 of the financial statements.

This forecast predates the Autumn Budget

2025 and therefore does not include the

impact of any specific measures which may

beannounced.

Notes:

Prior period was a 52‑week period to 28 September 2024.

The Group uses a number of alternative performance measures

(APMs) to enable management and users of the financial statements

to better understand elements of financial performance in the

period. APMs are explained and reconciled in Note 15 to the

financial statements.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 13

Stakeholder engagement

Engaging with

ourstakeholders

Key enablers

Powerful supplier partnerships

Safely & sustainably operating

the business

Performance‑driven team

Link to strategy

Value drivers

Execute a market‑leading pub

operating model

Capex to create differentiated

pub formats

Digital transformation

Expansion of managed

& partnership models

Leveraging Marston’s synergies

in targeted acquisitions

READ MORE ONLINE

Read more about our key

stakeholders onour website

www.marstonspubs.co.uk

Engaging with our stakeholders leads to better business

outcomes, which are essential to our long‑term success.

A summary of the primary ways in which we engage

with all our stakeholders, and how their interests have

been considered by the Board, can be found on the

following pages.

People & Partners

How we engage

Regular dialogue through our

engagement platforms

In‑person ‘listening’ sessions, hosted jointly

by management and members of the Board

‘Town Hall’ style meetings around key dates

in our financial calendar, for all employees

and Partners, hosted by the Executive

Committee and members of the

Leadership Group

Encouraging a ‘Speak Up’ culture through

various employee assistance lines and our

whistleblowing platform

Pub visits by our Board, see page 31

Outcomes

Revision of our employer brand and rollout

of simplified values and behaviours, that

support the delivery of our strategy

Implementation of a new reward platform

‘Cheers’, celebrating success and aligned to

our values and behaviours. Access enabled

for Partners too

Review and improvements to

employee benefits

Guests

How we engage

Guest satisfaction surveys, opinion polls and

close monitoring of our Reputation score

Deep expertise in consumer insight

and guest satisfaction

Empower teams with real‑time feedback

and actionable insights, bringing them

closer to guests and fostering a culture of

continuous improvement

Continuous review of guest journeys

ensuring touchpoints deliver a seamless and

memorable experience

Outcomes

Continuous improvement in our Reputation

score year‑on‑year, with an end of year

score for FY2025 of 816 (FY2024: 800). A

clear reflection of our commitment to guest

satisfaction

Launch of three of our distinct pub formats

this year, to meet a broader range of guest

occasions and preferences

Enhanced decision‑making and

responsiveness across teams, ensuring guest

feedback translates into tangible

improvements in service and experience

Upgrades to guest journeys through

technology, product innovation and

operational efficiencies – driving convenience,

choice and consistency at scale

Link to strategy

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 14

Communities

& environment

How we engage

The Board recognises the importance of, and

our impact on, each of the local communities in

which we operate, together with the wider

environment. A key enabler of our strategy is to

operate ‘safely and sustainably’. We remain

committed toachieving this through best in

class health and safety standards, continuing

efforts to support local initiatives and charities,

and to operating our business and supply

chain more efficiently to reduce our impact on

the environment. Read more about the work

that we do, progress against our core pillars

and outcomes, in our Impact Report.

Stakeholder engagement continued

SEE OUR IMPACT REPORT

www.marstonspubs.co.uk/responsibility

Suppliers

How we engage

As a key enabler of our strategy, ‘powerful

supplier partnerships’ continues to be an

important issue. During the year, the Board

consider the benefits and opportunities

through key partnerships, with the aim of

achieving positive and fair outcomes for

Marston’s and our suppliers

Our Impact Report provides more in‑depth

information on how our Procurement and

operational teams work closely with our

supply partners to deliver robust and ethical

supply chain management

Outcomes

Following a thorough review of modern

slavery‑related risks and an Executive

Committee‑level assessment of them, the

Board approved an updated Modern

Slavery statement, which is available on

ourwebsite

The Board reviewed and approved a

number of renegotiated renewals of key

contracts for food and drink during the year

Investors

How we engage

Capital Markets Day, an in‑person and

webcast event, hosted inOctober 2024

Investor Roadshows and meetings with our

institutional investors, bondholders and

banks held throughout the year to support

our financial reporting calendar and future

financing plans

Direct engagement with major investors on

Directors’ Remuneration Policy proposals

Regular feedback loops facilitated by,

anddetailed reports and analysis from,

advisers and brokers on investor sentiment

Communications with retail investors through

Q&A sessions at our Annual General Meeting

and through our website

Ensuring employee share schemes are

accessible to our People, many of whom

are also shareholders

Outcomes

Engagement with existing and prospective

investors enables understanding of and

support for our strategy and vision, and

supports the Board’s efforts to provide fair,

balanced and understandable information

A refresh of the corporate website to

improve accessibility for retail investors and

all stakeholders

Government

How we engage

Continuous engagement with regulatory

authorities, including Public Health for

England and Wales, Office of Health

Improvement and Disparities and the

PubsCode Adjudicator

Working with industry bodies to lobby on

business‑critical issues, such as business

rates reform, extended producer responsibility

and National Insurance contributions

Long‑term partnership with Drinkaware

Outcomes

Audit Committee oversight and approval

ofour Pubs Code Compliance report, in line

with our statutory duties

The Board is regularly updated on

compliance with regulations and readiness

for emerging legislation

SEE OUR INVESTMENT CASE SEE PAGE 2

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 15

Sustainability

Delivering impact through Shared GoodTimes

At Marston’s, we believe great pubs bring people together and can be a positive force for change. This belief underpins

our approach to sustainability, which is built around the four ‘P’s: Planet, People, Product and Policy. These pillars guide

how we deliver meaningful impact across our business and in the communities we serve.

Our Impact report sets out the tangible

progress we have made as a business over the

past 12 months. From expanding solar energy

generation across more of our pubs and

growing our industry‑leading rapid EV

charging estate, to reducing food waste and

strengthening our ED&I networks, we have

focused on actions that have the greatest

positive impact and reflect our purpose and

that of our pub teams.

Governance

The Board has ultimate responsibility for

overseeing risk management across the Company

(as set out on pages 20 to 25), and that includes

climate‑related risks and opportunities as part

ofits strategic remit. Climate considerations are

embedded into discussions on strategy, risk

management and capital allocation. The Board

receives regular updates from the Sustainability

Taskforce on progress towards Net Zero,

keyachievements and emerging challenges.

These updates enable the Board to assess

theappropriateness of our targets and the

adequacyof management’s plans to deliver

them.The Audit Committee reviews material risks,

including climate‑related risks, and evaluates

theeffectiveness of associated controls

andmitigations.

Our Sustainability Taskforce, co‑chaired by the

General Counsel & Company Secretary,

comprises senior leaders from across the

business representing our four sustainability

pillars, which are each supported by specialist

steering groups. The Taskforce meets at least

quarterly and reports to the Executive

Committee and the Board, ensuring climate‑

related issues are integrated into operational

and strategic decision‑making. Further details

details can be found in our Impact Report.

RiskManagement, and Metrics and targets.

Ourdisclosures reflect our commitment to

achieving Net Zero by 2040 and managing

climate‑related risks and opportunities across

our operations and supply chain.

Compliance statement

Marston’s has complied with UKLR 6.6.6(8)R

by including climate‑related financial

disclosures consistent with the TCFD

recommendations, with the exception of the

following omitted disclosures:

Strategy (Disclosure b – Financial

impact): Due to limitations in reliable

forward‑looking data, particularly around

weather projections, we have not fully

quantified the financial impact of climate‑

related risks. We will continue to review this

year‑on‑year and are developing enhanced

modelling approaches to enable more

comprehensive disclosures in future reports,

when the data becomes more reliable.

Metrics and targets (Disclosure b –

Scope 3 emissions): Scope 3 emissions are

reported on a prior year basis (FY2024) due

tothe complexity and time required to obtain

and assure data across our supply chain.

Weare investing in improved systems and

working closely with suppliers to shorten

thiscycle, with the goal of reporting on a

current‑year basis in future.

Planet working group

The Planet working group, chaired by our

Energy Manager, brings together operational

teams responsible for delivering carbon

reduction initiatives. Meeting quarterly, the

group monitors progress towards our Net Zero

goals and reports to the Sustainability

Taskforce and Executive Committee. This

ensures climate‑related considerations inform

annual budgets, major investments, divestments

and strategic programmes.

Strategy

Climate-related risks and

opportunities and their impact on our

operations

Our commitment to operating safely and

sustainably is a key enabler of our business

strategy. Our strategy incorporates the

consideration of climate‑related risks and

opportunities and the drive to achieve Net Zero

by 2040, through identifying, assessing and

managing our environmental impacts. We need

to reduce emissions and the impact upon nature.

We have a clear, realistic pathway to Net Zero

aligned with the refurbishment of our estate and

our energy procurement strategy.

Moving to Net Zero is a considerable challenge.

It largely relies on our suppliers moving their own

operations away from a reliance on carbon fuels

within a similar time frame, and configuring

supplies to assist and sustain thisposition.

READ MORE ONLINE

Our Impact report and

the work on our four ‘P’s

canbefound on our website

www.marstonspubs.co.uk/responsibility

Taskforce on Climate-

related Financial

Disclosures (TCFD)

We set out on the following pages our

climate‑related financialdisclosures, which

follow the guidance set out in the TCFD (June

2017) andthe implementation advice

(October 2021). Our reporting is aligned with

the TCFDframework and structured around its

four core pillars: Governance, Strategy,

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 16

Taskforce on Climate-

related Financial

Disclosures (TCFD)

continued

Strategy continued

Climate-related risks and

opportunities and their impact on our

operations continued

We have mapped our total emissions including

our supply chain, which is responsible for over

76% of our emissions. This information helps us

target goods we receive that are responsible for

the highest emissions. Adapting our pubs to

move away from gas to electricity is entirely

feasible and can largely be achieved during the

normal cycle of investment and refurbishment of

our estate, particularly while modernising our

kitchens. Our future procurement strategy

includes, when economically practical, the

purchasing of electricity generated from

sustainable sources such as solar, wind and

water, albeit only transitioning when the

commercial conditions are right.

We have committed to reducing our food waste

by 50% by 2030, compared to 2019. We have

already achieved a 74% reduction by reducing

menu options. Food waste is weighed when it is

collected by our disposal supplier and is reused

to generate energy.

We consider the environmental record of all

major new suppliers and for food, this includes

the number of miles that it travels from ‘farm to

fork’. Ethical information is also collected through

our food information system ‘Smart Supplier’. For

other suppliers we use information from SEDEX,

an online platform allowing businesses to share

information confidentially about their ethical

performance. Contingency plans are in place to

manage supply chain disruptions should they

arise from climate‑related or other factors.

Our growth strategy includes reducing our

reliance on fossil fuels and investing in assets that

take advantage of renewable energy. This

includes electrification of catering equipment and

installation of lower‑carbon heating systems.

OTHER INITIATIVES CAN BE FOUND IN

OUR IMPACT REPORT

marstonspubs.co.uk/responsibility

Scope and assumptions

Time horizon

We consider three time horizons: 1—5 years

(short‑term), 5—10 years (medium term) and

greater than 10 years (long term) – to be

relevant for our scenario analysis. Though

many of the identified risks and opportunities

cannot be siloed into specific time periods,

ouranalysis is based on the assumption that

climate‑related issues often manifest over the

medium to long‑term

The timeframe for short term risks (1–5

years) reflects that we generally know

enough about them to structure our

development plans and forecast the

financial impact.

The timeframe for medium term risks (5–10

years) captures those risks that have a

reasonable likelihood to impact us in the

future, though it is more difficult to quantify

the impact.

The timeframe for long term risks (10+ years)

captures those risks that might be contingent

upon factors in the earlier time frames or

where there is a greater degree of uncertainty

about when they will have an impact.

Sustainability continued

Scenario analysis

We have analysed three climate scenarios

based on different increases in global

temperatures (1.5°C, 1.5°C–3°C, and above

3°C). For each, we have considered physical

risks, transition risks, resource risks and related

opportunities, reflecting the estimated impact on

our business of government action intended to

limit emissions, as set out on the following page.

Scenario 1: Global temperature kept

tobelow 1.5°C:

Potentially higher transition costs in the short

term (1–5 years) amid:

tighter government restrictions

more orderly transition.

Transitional risks within this scenario:

compliance with government legislation

adding to additional operating and

reporting costs

additional energy costs associated with

carbon fuels

additional cost of compliance and energy

costs borne by suppliers increasing

particularly our food and drink costs

guest opinion divided regarding the

measures taken to reduce climatechange.

Scenario 2: Global temperature kept

between 1.5°C and 3°C:

Potentially higher transition cost in the medium

term (5–10 years) amid:

more flood costs

more water scarcity

government action delayed but more

aggressive in the longer term

more technological opportunities

global economic impacts.

Transitional risks, the same as the 1.5°C scenario,

albeit delayed to within 5–10 years:

risk that more flooding creates more repair

costs and in certain locations property

insurance becomes more expensive

more extreme weather either hot, cold or wet

could be difficult to predict and might impact

guest behaviour in a negative way including

reduced or shortened visits

globally, production and transportation costs

could increase in order to absorb transition

costs as countries ramp up their response to

climate change.

Scenario 3: Global temperature

increases above 3°C:

Lower transition costs in the short term.

Keyissues include:

government action delayed

additional flooding

more heatwaves

increased cooling costs

guest menu choices may change

global economic impacts increased.

Transition risks, the same as the previous

scenarios, albeit relatively delayed further to

10 years or beyond:

increased risk of flooding or fire causing

damage to properties

risk that government legislation, albeit

delayed, is more draconian and imposes a

swifter transition that results in higher costs

guests might be more tolerant to changes

brought in by the business, accepting that

urgent action is required.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 17

Sustainability continued

Taskforce on Climate-

related Financial

Disclosures (TCFD)

continued

Risk management

Processes for identifying and assessing

climate-related risks

We assess climate‑related risks using

standardised criteria to evaluate their potential

impact and likelihood. The Director of Risk has

responsibility to oversee the climate risk register,

which is designed to identify and manage the

climate risks material to Marston’s and monitor the

application of controls to mitigate them. We hold

formal meetings to assess and re‑evaluate the risks

as conditions change. These assessments

consider whether an identified risk could have a

material financial impact on the Company.

Our Risk Committee is kept informed about the

movement of our material risks to the business;

this includes any regulatory update resulting

from legislative issues on climate change.

Wetrack and prepare for any such

legislativechanges.

The Executive Committee is informed about the

movement of material risks by the General

Counsel & Company Secretary, who attends

meetings of both Committees. This includes

anevaluation of whether any climate or

environmental risks are currently material to

thebusiness in terms of financial impact and

regulatory compliance.

Our internal audit work focuses on gathering

sufficient assurance including our sustainability

reporting and supporting evidence.

We carry out annual external valuations of our

property portfolio. Pubs are valued on a

rotational basis, with approximately one third

inspected each year. The first external valuation

on this basis was undertaken in July 2022. The

assessments consider all factors that could

impact valuation and cause financial

impairments, impacting the income statement

and balance sheet. These include risks of

flooding, increased costs of compliance (e.g.

EPC certificates) and any other environmental‑

related factors that may arise.

Identified risks and mitigation

We assess the risks below in terms of their

potential to cause significant impact on our

business in either the short, medium or long

term. We define material climate‑related risks

and opportunities as those that are sufficiently

important to our investors and other stakeholders

to warrant public reporting. We continually

reassess our evaluation of such climate‑related

risks and opportunities disclosed in our TCFD

report as the views of our stakeholders evolve

over time. This is a qualitative assessment rather

quantitative due to the limitation of data. If

necessary, we will work to completely remove

those risks completely that pose a threat to

achieving our strategic objectives. If avoidance

is impossible, we will seek to mitigate the risk.

We consider that our approach to managing

these risks through our strategy to combat

climate change, and the implementation of

identified mitigating factors, supports our

strategic resilience to climate‑related risks.

Risk Type Description/mitigation

Severity

Short

term

(1 – 5

years)

Medium

term

(5 – 10

years)

Long

term

(10+ years)

1. Flooding Physical

An increase in rainfall, or intensity, could impact the severity of property damage. There is no

trend currently toindicate whether this risk is either increasing or decreasing for our estate.

This risk is mitigated by insuring our estateto cap the cost of flooding within any particular

financial year.

Minor – no increased trend

of flooding. Mitigated by

insuring the cost.

2. Water scarcity Resource

Periods of drought could lead to water scarcity impacting the geographical areas in which our

pubs are situated orimpacting our supply chain. Marston’s sites have little or no water storage so

are reliant on the mains water to operate. Owning our own water licence gives greater control

over data and billing, enabling a proactive approach to managing and conserving water.

Minor – no pubs have

had to pause operations

because of water scarcity.

3. Extreme

and changing

weather patterns

Physical/

resource

Extreme weather may cause challenges for our supply chain, particularly the supply of certain

food items. Changing weather patterns may also change the habits of our guests. Contingency

plans to cover a break in supply help to mitigate this risk. The geographical spread of our

pubs, and the diversity of different pub formats also contribute to reducing this risk.

Minor – no food or drink

supply has been significantly

disrupted because of

extreme weather.

4. Legislation

andpolicy

Transitional

Increased risk of non‑compliance from accelerated, or new, legislation to support the global

climate agenda. Mitigated by proactively tracking the emergence of legislation and new

regulation. Our transition plan for Net Zero and targeting progress helps us to adjust and

comply in a well‑planned manner.

Moderate – steps taken

to achieve compliance

with legislation and policy,

particularly the preparation

for transition to Net Zero.

5. Consumer

habits

Transitional

Consumer habits could be influenced to change towards more sustainable choices. We track

guest insight data to monitor consumer habits and assess opportunities to adapt to provide

valuable experiences. Our development of EV chargers at our pub sites is a good example

ofhow opportunities arise to provide what our guests value in the context ofsustainability.

Minor – further

opportunities could exist

in the future. Currently the

development of the EV

chargers is a good example.

6. Technology Transitional

The requirement to invest in sustainable technology and production could increase the input

costs of our business, particularly in connection with energy and food procurement. Adopting

new technologies to support our sustainability and transition to Net Zero could come with

additional costs in the short term; however, they may lead to cost savings in the longer term,

as well as increasing our appeal to guests, investors and financial institutions.

Minor – impact is likely

to rise in the future as

more technology becomes

available to support the

transition to Net Zero.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 18

Taskforce on Climate-

related Financial

Disclosures (TCFD)

continued

Metrics and targets

We measure and report our greenhouse gas

emissions in line with the GHG Protocol,

ensuring consistency and transparency. We

collect Scope 1 & 2 emissions data through

ISTA, while Scope 3 emissions are supported

by Zero Carbon Services.

Our climate targets reflect our commitment to

long‑term decarbonisation:

Net Zero across Scopes 1, 2 and 3 by

2040, in line with the sector ambition set

bythe Zero Carbon Forum; and

50% reduction in food waste by 2030,

compared to a 2019 baseline. This year over

2,672 tonnes of food waste has been saved,

74% achievement of our overall 2030 target,

a further improvement to last year.

Our Net Zero strategy is designed to align with

industry best practice and accelerate progress

across our value chain. As we advance on this

journey, we expect to adopt additional interim

targets and performance indicators to track

progress more effectively. These will be disclosed

in future reports as they become operational.

Scope 1 & 2 GHGemissions

We have had a comprehensive strategy in

operation for many years to collect data on site

emissions and engineer solutions for their

reduction. We conduct site surveys to identify

technical and behavioural initiatives to reduce

energy usage. We have targeted to achieve Net

Zero by 2040. Our Scope 1 & 2 emissions

reductions are focused on solutions in

collaboration with our suppliers, through

electric kitchen enabling works, installing

building management systems and completion

of energy audits. More detail can be found in

our Impact Report on our progress on

achieving Net Zero.

Supply chain and Scope3emissions

Our Scope 3 emissions are measured across

all our activities, with a particular focus on

food, which represents a significant part of our

footprint. We are working to understand how

menu design influences these emissions and to

integrate this insight into our operating plans.

Through our Food Charter, we set clear

environmental expectations for all suppliers,

from on‑boarding and reinforced through a

risk‑based audit programme. Compliance

includes critical commitments such as zero

deforestation.

To improve transparency, we collect

environmental data via our Smart Supplier

system and the SEDEX platform, enabling us to

calculate and track both direct and indirect

emissions. This data informs our carbon footprint

analysis and helps identify hotspots for action.

We also maintain our zero waste to landfill

position and target reductions in food waste

packaging, which is detailed further in our

Impact Report. Collaboration with suppliers is

key to tackling residual stock and packaging

challenges, while partnerships such as Too

Good To Go ensure surplus food in many of

our pubs is redistributed rather than wasted.

Our longer‑term strategy also includes the

procurement of renewable energy, with a stated

commitment to source and promote energy from

renewable sources over the coming years.

Climate change

viabilitystatement

The full financial impact of climate change and

the transition to Net Zero cannot yet be fully

quantified; however, the cost elements associated

with our transition plan are becoming clearer,

and we hope to provide this in the future. For

instance, we are phasing the conversion of our

pubs from gas and oil to electric as part of

routine equipment replacement, which we expect

will help to spread related transition costs over

time. We continue to assess the identified

potential financial implications on an ongoing

basis, particularly where specific risks or

opportunities increase in likelihood.

At present, we do not consider climate‑related

risks to be material to the viability of our direct

operations in the short to medium term. While

risks and opportunities exist, as outlined in this

report, they are not currently significant enough

to threaten business continuity. With the actions

we have already taken, and those we continue

to implement to advance our ESG and Net Zero

agenda, we believe we are well positioned to

adapt to future challenges and capture identified

opportunities. We will continue to review these

risks annually and update our disclosures as

data and modelling capabilities improve.

Sustainability continued

61,758

72,748

2025

2024

Greenhouse gas emissions by source

(Scope 1 & 2 and Scope 3 relatingto business mileage)

e tonnes

312,114

348,348

2025

2024

Energy usage (MWhrs)

(Scope 1 & 2 and

Scope 3 relating to business mileage) (MWhrs)

344,384

341,297

2025

2024

Total Scope 3 emissions

(data for previous year 2024) CO

e tonnes

6.88

8.09

2025

2024

Greenhouse gas emissions intensity ratio

e tonnes per £100,000turnover

Of which: 2025 2024

Electricity and gas 54,136 64,999

Petrol and diesel 734 885

Refrigerants – pubs 4,930 4,872

LPG 1,697 1,786

Oil 261 207

Total 61,758 72,748

Notes:

1. We report on all the measured emissions sources required under

the Companies Act 2006 (Strategic Report and Directors’ Reports)

Regulations 2013. The emissions have been assessed in accordance

with the ‘GHG Protocol Corporate Accounting and Reporting Standard’

and in line with Defra’s ‘Environmental reporting guidelines: including

Streamlined Energy and Carbon Reporting Requirements’.

2. Scope 1 & 2 data and Scope 3 business mileage data have been

collected in respect of the year ended 30 June 2025. A third‑party

energy bureau (ISTA) identifies our energy usage per site each month and

calculates the total Scope 1 & 2 emissions across our estate. ISTA collects

electricity and gas meter readings from our sites, working alongside our

Energy Manager to estimate readings where none are available and

investigate unusual recordings.

3. Scope 3 data is collected for the previous financial year FY2024. Zero

Carbon Services help calculate the Scope 3 emissions associated with

the services and goods our industry receives factoring in the specific

detail for our own suppliers, for instance where goods are sourced

globally, using sector aligned methodology.

4. Gas consumption compared to last year reduced by 9%. Electricity

consumption reduced by 12%. To reduce the energy consumed we focus

each year on various initiatives.

5. Initiatives followed this year to reduce energy consumption

can be found in our Impact Report, and include:

Energy‑efficient catering equipment: fryers with oil filtration, high‑

efficiency chargrills, and hydrocarbon refrigerators.

Transition to electric: enabling works through capex and inspections to

replace gas catering equipment over cycles.

Renewable energy: solar panels installed at selected sites.

Lighting efficiency: LED lighting throughout, with motion sensors in

back‑of‑house areas.

Voltage optimisation implemented across sites.

Ongoing capex projects supporting sustainability initiatives.

6. The greenhouse gas emissions intensity ratio has moved by 1.21 this

yearreflecting a 15% reduction.

7. Emissions data is primarily meter‑based with limited estimation.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 19

Risk and risk management

How we manage risk

We operate in a dynamic

environment in which a range

of internal and external

factors may affect our

strategic objectives.

This year, we have maintained our focus

onintegrating risk considerations into our

strategic decision‑making, including mitigation

measures after taking into account risk appetite

and enhancing our risk management

framework to support the delivery of our

strategic priorities. Our risk management

framework is evolving to enable us to identify,

assess, and manage these risks effectively

ensuring we remain resilient and agile, in so

doing safeguarding the long‑term success

ofthe Company.

Risk management and internal

audit framework

The Company’s core risk management

framework (shown here) provides a structure to

monitor and manage risk effectively, to ensure

risks are identified, monitored and controlled.

Adopting the principles of Enterprise Risk

Management (ERM), we take a company‑

wide, integrated approach to risk seeking to

align our strategic objectives, operations,

processes and people into a coordinated effort

to identify the uncertainties the Company may

face as it creates value.

Underpinned by Company policies and processes

Levels of defence

External audit

Regulators

Risk management framework

Governance

Board: Ultimately responsible for the governance framework, for ensuring risks are effectively identified, assessed and managed for monitoring and reviewing the

effectiveness of the internal controls and risk management systems. Ensures that management reviews and reports on the effectiveness of internal controls and understanding

the nature and extent of the principal risks, formulating its risk appetite and approving the Viability statement.

Audit Committee: Supports the Board in the above duties, approves the internal audit plan and strategy, and monitors internal controls and risk management systems.

Level 1

Operational management

and risk owners

Level 2

Risk management and oversight functions

Level 3

Internal independent

assurance

Executive Committee

Ensures that risks are

identified, assessed,

adequately controlled

andmitigated

Reviews and identifies

existing and emerging

risksat least annually,

supported by the Risk

management team

Senior management

– risk owners

Ensure risks are managed

within agreed risk appetite

limits and for the design

and implementation

ofcontrols

Risks and effectiveness of

controls are reviewed on a

continuous basis, with the

support of the Risk

management team

Risk management team

Provides oversight, support and challenge to risk owners and management, ensuring risks are effectively

identified, assessed, monitored, and reported

Maintains the risk management framework and risk register, facilitates risk workshops and supports

governance bodies

Operates the Enterprise Risk Management (ERM) system, which records and monitors all key risks and controls in

the risk register alongside management, and informs insurance decisions

Helps embed a strong risk culture and ensures the Company remains resilient and agile

Supporting committees

Risk Committee: Evaluates material and emerging risks, material controls and the control framework.

Conducts risk workshops focusing on control effectiveness

Investment Committee: Oversees investment decisions, planning and post‑investment analysis,

assessing project risk and undertaking sensitivity analysis

Data Security Committee: Reviews compliance and management of data

Business Continuity Committee: Considers threats to operations, contingency planning and

resilience of supply chains and IT services

Compliance functions

Compliance teams reporting to senior management that provide targeted support and guidance across

key areas such as health and safety, legal, operational excellence, data and cyber security

All work closely with the Risk management team to identify and manage risks and implement controls,

with expertise provided by external co‑source (such as NSF International for health and safety)

Their role supports the second level of defence and is embedded within the ERM system, which informs

audit priorities, insurance decisions, and Board‑level reporting

Internal audit

Independent from

businessoperations

Internal audit plan is risk‑based,

designed to provide assurance

over keyobjectives and areas

ofinherent and residual riskwith

reference to the riskregister

Expertise provided by external

audit co‑sources (such as

Blackfoot UK andPwC)

Audit project results are reported

to the business, and Audit

Committee

Profit protection and stock teams

test financial controls using data

analysis to identify concerns

Follow‑up audits are arranged if

necessary toconfirm

improvements

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 20

How risks are identified,

monitored and controlled

Supported by the Audit Committee, the Board

has overall responsibility for risk management

and for reviewing its effectiveness. The Board

delegates the responsibility of implementing

and maintaining controls to the Executive

Committee and senior management to ensure

that risks are managed appropriately and

atthe right level. The Company’s risk

management and control framework includes

internal and external audit procedures with

ourinternal audit function bolstered by expert

co‑source in areas of high inherent and

residual risk, such as cyber. Other company‑

wide forums include, the Investment

Committee, which assesses the risk and

sensitivity analysis for deployment of the

Company’s capital expenditure programme,

and the Risk Committee, which evaluates

principal and emerging risks, and our control

framework. A summary of our principal risks,

together with details of how these are being

managed or mitigated, appears on pages 23

to 25. The Risk Committee are also leading

theworkstream to ensure readiness with the

implementation of Provision 29 of the 2024 UK

Corporate Governance Code (the ‘Code’)

which is described in further detail below.

During the reporting year, the Board has

supported the development of a Board

Assurance Framework (BAF) to support risk

management and to help ensure effective

governance by providing continuous assurance

on delivery of strategic objectives. The BAF

identifies strategic and material risks which

relate directly to achievement of the business

strategy. As part of this process, all such risks

and their associated controls were assessed in

detail by the Executive Committee and

reported to the Board, thereby enhancing our

ability to achieve our strategic objectives as

well as effectively manage risk.

The BAF supports, and is an integral part of

ourrisk management processes which include

the collection, assessment and tracking of the

material risks identified, in addition to the

otherkey operational and financial risks

andcontrols, all of which are assigned a risk

owner. This is supported by risk management

software which each owner has access to

through the Company’s portal. The software

uses a 5x5 matrix and each risk owner has

permanent access to risk register and

heatmap‑style reporting which assesses, in an

integrated way, the net assessment of each risk

after controls and the likelihood and impact

ofrisk events. The ongoing review of our risk

management processes is the responsibility of

the risk management team and this year they

have, as part of the Provision 29 workstream,

identified a more dynamic software solution

which will improve integration and real‑time

risk assessments on a continuous basis. It will

also enhance accountability and visibility of

material control effectiveness for the Board.

Anew taxonomy of risk is being designed to

provide first line risk owners with an improved

understanding of how every risk, whether

operational, financial or commercial, supports

the delivery of strategic objectives.

The Risk Committee supports the risk

management team by providing direction to the

management of risk across the business. It meets

quarterly and this year its activities have

included: leading the workstream to ensure

readiness for Provision 29, assessing and

undertaking reviews of risk workshops

designed to test control effectiveness and any

gaps, critical assessment of all materials and

principal risks and assisting with the assessment

of emerging risks and opportunities.

Emerging risk and opportunities

The formal identification and assessment of

emerging risk is embedded within our overall

risk management framework and overseen by

the Risk Committee; however, as we operate

ina dynamic and fast‑paced environment,

emerging risk and potential opportunities are

regularly discussed and debated by the Board

and the Executive Committee in the ordinary

course, particularly those arising from the

continuing uncertain macroeconomic and

geopolitical landscape, and the potential

impact on our business and the consumer.

Additionally, through the Risk Committee, all

risk owners and managers are encouraged to

consider emerging risks so that emerging risks

and potential opportunities are considered

through a number of important, but different,

lenses. The Company also maintains an

emerging legislation tracker which is periodically

reported to the Audit Committee with oversight

of implementation plans and any remedial

plans to cover any gaps.

This year, through the various forums, we

considered emerging risks arising from new

oramended regulation likely to impact the

Company and the wider hospitality sector.

Through reports to the Audit Committee and

presentations to the Risk Committee, we

considered the Company’s readiness and

exposure to, the Employment Rights Bill and

through discussions at the Risk Committee and

the Executive Committee, we considered the

potential reform in gaming and leisure

machines. AI is rapidly reshaping the

hospitality sector, offering significant potential

to enhance operational efficiency and

experience. However, as deployment of AI

may introduce emerging or enhanced risks,

thegovernance and oversight were considered

(and continue to be considered) by the

Company and, supported by the Risk

Committee, is committed to ensuring

responsible adoption. For Marston’s, AI

represents a dual challenge: mitigating risks

through robust controls while leveraging its

transformative capabilities to drive innovation,

help control costs and deliver sustainable growth.

Risk appetite

The Board sets the Company’s risk appetite,

defining the level and types of risk it is willing

to accept in pursuit of the strategic objectives

and in alignment with our values. During the

reporting year, the risk appetite for our

material risks was reviewed by the Board

andthe Executive Committee as part of

thedevelopment of the BAF. The Board is

committed to ensuring that the business

operates within its risk appetite and takes into

consideration the principal and material risks

of the business when it assesses the long‑term

viability of the Group. While certain external

risks, such as macroeconomic or regulatory

changes, may require a higher level of

acceptance due to their uncontrollable nature,

the Company seeks to anticipate and mitigate

these wherever possible.

Risk appetite guides decision‑making within our

organisation and ensures that risks are managed

within clearly defined boundaries. Inaddition,

one of the responsibilities of the Investment

Committee is to ensure that our returns on capital

employed are in line with theapproved business

case for capital projects and the expectations

of our Board as well as being balanced with

the inherent risks involved in such projects.

Risk and risk management continued

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 21

Board’s assessment of risk

The Board, supported by the Executive

Committee, has led the evaluation of the

Company’s principal and material risks during

the reporting year, together with ensuring that

the risk appetite statements were appropriate.

Additionally, the Board, supported by the Audit

Committee, has reviewed the effectiveness of

the Company’s risk management and internal

control systems during the year. This review

was informed by reports from management,

internal audit, and the Director of Risk, as well

as the Board and the Committee’s own oversight

activities. The Board is satisfied that the risk

management processes in place are effective

and provide reasonable assurance that the

Company’s principal risks are appropriately

identified, assessed and managed.

A continued area of focus for the Board and

Audit Committee is the implementation of

Provision 29 of the Code. During the reporting

year, the Audit Committee has monitored

progress on enhancements to governance,

reporting and control testing to align with the

requirements of Provision 29. Further details

are included in the Audit Committee report

onpage 35. The Board has received regular

updates on readiness activities, including

mapping of material controls and methodology

for assessment of control effectiveness. These

steps provide assurance that the necessary

processes are in place to enable the Board

tomake the required declaration on the

effectiveness of material controls in future

reporting periods.

Risk and risk management continued

Our principal risks

Our principal risks represent

the key categories of risk

that could materially impact

our strategic objectives or

business model.

These are identified and assessed through

acombination of top‑down reviews by the

Executive Committee and the Board, and

bottom‑up input from risk and control owners,

using the various forums and processes

described on pages 23 to 25, including the

Risk Committee. Each principal risk is broken

down into sub‑risks and mapped across

business functions to reflect operational

realities and strategic interdependencies.

As risks evolve over time, this summary focuses

on those deemed most relevant at the time of

reporting, rather than all risks monitored across

the business. Each principal risk comprises a

set of interrelated material and sub‑risks which

have been identified as part of the Provision 29

workstream and planning. Each risk is categorised

as strategic, operational, financial, commercial

or a combination thereof and the risk type,

whether business, external or financial, helps

determine and align the risk appetite and

theCompany’s adopted approach to risk

management and mitigation.

Risk categories:

Strategic risk – risks that impact the

strategic positioning of the business,

including market attractiveness and

competitive positioning.

Commercial risk – risks that relate to

the commercial decisions taken by

management, such as pricing strategies,

that can impact key outputs, including

revenue and margin growth.

Operational risk – operational risks

refer to the way the Company operates

on a day‑to‑day basis to deliver the

products and services to our guests.

Financial risk – financial risks

relateto funding, liquidity and interest

rate management.

Risk types:

Business risk: Calculated and

measured business risks taken by

management, typically falling into

strategic, operational, commercial and

financial categories. Our risk

management processes ensure these risks

are managed and controlled, and risk

appetite is regularly assessed and aligned

to pursuit of strategic objectives.

External risk: Often uncontrollable

risks, but the Group has risk management

and business continuity processes in place

for anticipating, managing and mitigating

such risks. They are sub‑categorised as

non‑controllable external risks and

controllable external risks, (such as

cyber), for which we set a default risk

appetite of‘minimal’.

Financial misstatement risk:

Thisrelated to weaknesses or breakdowns

in financial systems and controls. These

risks are managed and mitigated by

having rigorous internal financial controls

in place that are regularly tested, updated

and assured. There is no appetite for

suchrisks.

Movement key:

Increased

No change

Decreased

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 22

Risk and risk management continued

1. Strategy delivery andtransformation

Risk description

A range of factors could impact the successful delivery of our

strategic objectives and transformation plans. These include

organisational capability and structure, pace and scale of

change, competitive environment, pricing, attractiveness of offer

to guests, capital deployment and reputation of the business.

How we control or mitigate the risk

The Board and Executive Committee regularly monitor

progress against delivery of strategic priorities using monthly

RAG rated reporting, supported by a presentation from the

CFO and CEO at each Board meeting

The Investment Committee evaluates capital deployment and

format development to ensure projects are delivered to

specification, and on time and that returns meet expectations

The BAF helps ensure effective governance by aligning risk

factors to the deliverance ofstrategic objectives

Detailed guest and market insights inform tactical decisions,

including pricing, and ensuring offers are competitive

andattractive

Organisational values and behaviours are embedded

tosupport cultural alignment and execution

Disciplined approach to key financial metrics including

budget, labour deployment, sales and stock control to ensure

the Company operates efficiently and continues to generate

strong profit and healthy cash flows

3. Talent pipeline

Risk description

We are a people powered business. Risks relating to ineffective

succession planning, new talent attraction, remuneration,

culture and engagement could affect our ability to execute

ourstrategy to the required standard, attract new talent as our

business develops and grows, and deliver against our critical

value drivers.

How we control or mitigate the risk

Flexible operating models which are regularly benchmarked

and reviewed

Regular succession planning and talent reviews for our

Executive Committee and Leadership Group are now

overseen bythe Nomination Committee

Attraction and retention strategy and critical role audits

Revised employer brand, values and behaviours were

re‑launched during the year, supporting engagement and

performance‑driven teams, including a new reward platform

for employees and Partners

Strengthened corporate narrative and newsflow

Workforce engagement sessions and regular feedback

surveys inform our people strategy

2. Information technology, cyber security

and business critical systems

Risk description

Many of our key business operations rely on thecontinued

resilience of our IT network and continuous enhancement and

investment in our infrastructure is required to ensure effectiveness.

We continue to face the threat of malicious cyber‑attacks and

disruptive technologies (thenature of which constantly evolves

and becomes more sophisticated) data breaches, leaks of

confidential information, and network or infrastructure outages.

These may cause loss of revenue, regulatory action, loss of

consumer trust or our competitive advantage.

Movement: The residual risk has increased due to the growing

prevalence and sophistication of cyber threats globally. Cyber

security risks represent a material concern for all organisations,

driven by factors such as rapid technological change, increased

digital dependency and evolving attack methods.

How we control or mitigate the risk

Robust IT controls are in place to mitigate these risks, such as

cyber security toolkits forprevention and alerts, penetration

testing, vulnerability assessments, incident response planning

and scenario testing

Regular comprehensive audits and testing of our ITinfrastructure

Partnership/expert support from third parties

(includingourinsurers)

Mandatory cyber security training and robust policies which

are regularly reviewed

Evaluating our cyber security posture and readiness against

established standards and guidelines, such as those outlined

by the National Institute of Standards and Technology (NIST)

Conducting risk assessments of key third‑party supplier’s security

measures to ensure they align with the current threat landscape

Our principal risks continued

RISK KEY ON PAGE 22

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 23

Risk and risk management continued

5. Business continuity andsupply chain

Risk description

Risks of critical supplier failure (food, drink, utilities), network/

infrastructure outages, and forced closure of pubs (national

orregional) could disrupt operations and impact revenue.

Movement: the residual risk has increased due to, as set out on

page 23, the worldwide prevalence and sophistication of cyber

threats. Due to the complexity of global supply chains, this

includes exposure to operational disruptions originating from

third‑party vulnerabilities.

How we control or mitigate the risk

The Business Continuity Committee oversees contingency

planning, crisis response and supplier resilience

Critical suppliers are subject to regular review and contract

renewal processes

Infrastructure and IT systems are monitored and tested to

ensure operational continuity

Experienced procurement and marketingteams

Robust evaluation of our third‑party risk management

framework, including enhanced due diligence, contractual

security obligations, and ongoing monitoring of critical

vendors

6. Property and estatemanagement

Risk description

Misstatement of property valuation and significant estate

management or maintenance issues could affect financial

reporting and operational effectiveness.

How we control or mitigate the risk

Estate management is supported by robustmaintenance and

capital investmentprogrammes

Property valuations are independently reviewed and audited

with the oversight ofthe Audit Committee

Asset performance is tracked through operational KPI

reporting and regular sitevisits

Sustainability upgrades are integrated intorefurbishment plans

NSF audits and investment in compliance‑based systems

tomonitor statutory safety duties, including gas

safety,electrical testing, water hygiene, firesafety and

asbestos management

Authorised supplier, certification and maintenance systems

inoperation

4. Health and safety

(including food safety)

Risk description

The safety of our guests and people is paramount to our business.

Risks such asnon‑compliance with EHO standards, allergen/food

safety incidents and fire riskcould lead to serious injury or harm,

lossoftrust, reputational damage or regulatorypenalties.

How we control or mitigate the risk

Independent auditors (NSF) conduct unannounced checks

covering our key controls in high‑risk areas, such as

allergens, fire, food safety, and health and safety standards.

Audit scores are reported monthly to the Executive

Committee, and regularly to the Board, and are factored

intooperational incentives schemes

Mandatory health and safety induction, training and

refreshers, allcentrally tracked

Reporting systems for effective emergency response

andtrend analysis

Use of Smart Supplier systems for ingredient and menu

dataaccuracy, together with batch and supplier record

Allergen compliance and awareness strategy including

mandatory training

Investment in Primary Authority partnerships in

keyjurisdictions

Our Food Charter sets out food safety and sourcing

requirements, including traceability, testing, audits and

SEDEXregistration

Our principal risks continued

RISK KEY ON PAGE 22

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 24

Risk and risk management continued

7. Climate and environment

Risk description

Risks from extreme weather, challenges inachieving Net Zero

and increased regulation or energy costs could impact trading,

estate management and compliance with ESG commitments.

How we control or mitigate the risk

Our Sustainability Taskforce and Planet Working Group help

us identify key risks, opportunities and the impact ofclimate

change on the business

Under our sustainability strategy, we set targets and report

progress towards those targets for each pillar: People,

Planet, Products, and Policy. See our TCFD report on

pages16 to 19 and our Impact Report on our website

8. Financial instability resulting from a major

decline in trade orfinancial misstatement

Risk description

The Company’s ability to meet its financial obligations and to

support the strategic plans and operations of the business is

dependent on having sufficient liquidity and cash flow. We are

also reliant on the continuing availability of financing from our

banks, and access to capital markets, to meet our liquidity

needs, which are often seasonal in nature. The Company might

suffer financial loss or loss of investor confidence in the event of

financial misstatement or other unforeseen event such as a

serious decline in trade or serious fraudulent activity. Economic

downturns can strain liquidity, especially if pubs cannot pass

cost increases toguests.

How we control or mitigate the risk

A central treasury function which monitors covenant

compliance, liquidity and other keyindicators, with the

oversight of the AuditCommittee

Our Finance team and audit functions conduct regular

forecasting and stress testing, and headroom is regularly

considered and reported

Fraud controls are embedded in financial systems and

reviewed by audit functions and profitprotection teams

Engagement with lenders and brokers ensures transparency

and support

Investment in technology to support reporting andtrend

analysis

Dedicated team focused on operational excellence

inkeyareas such as controls and oversight of stock and

cashmanagement

Implementation plan for new and emerging legislation (ECCTA)

9. Uncertain economic and geopoliticaloutlook

Risk description

High inflation, slow GDP growth, and elevated interest rates

reduce disposable income, which may lead to lower discretionary

spending on leisure activities, leading to reduced footfall and

average spend per visit. Rising input costs (energy, food,

wages) and supply chain volatility can also squeeze margins.

Ifinflation persists, financing costs and operational expenses

are likely to increase, which could impact business performance.

Shifts in government policy, such as employment legislation (for

exampleminimum wage increases), health‑related regulations

(alcohol consumption) or ESG mandates – can increase

compliance costs and operational complexity. New taxes orduties

on alcohol, energy or carbon emissions could also increase costs.

Movement: We continue to operate in an environment heavily

influenced by economic volatility and geopolitical uncertainty

leading to fluctuating consumer confidence impacting trading

performance and long‑term planning. Compared to last year,

exposure to this risk has increased slightly, driven by persistent

inflationary pressures, ongoing geopolitical tensions, and

slower economic recovery.

How we control or mitigate the risk

Strategic objectives seek to mitigate economic uncertainty

bysupporting a lean, flexible structure. Our differentiated

formats and tech‑enabled cost controls help broaden

consumer appeal and maintain profitability

Regular reporting of market and guest insight to the Executive

Committee and Board to inform decision‑making

Experienced management team able torespond at pace

tochanging and challengingconditions

Strong supplier relationships and an experienced

Procurement team

Robust monitoring and scenario planning

Emerging legislation is identified and tracked and

implementation plans are monitored

Our principal risks continued

RISK KEY ON PAGE 22

SEE OUR IMPACT REPORT

www.marstonspubs.co.uk/responsibility

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 25

Viability statement

In accordance with provision 31 of the UK

Corporate Governance Code 2018, the

directors confirm that they have a reasonable

expectation that the Group will continue to

operate and meet its liabilities, as they fall due,

for the next three years. Consistent with the

previous year, three years continues to be

adopted as an appropriate period of

assessment. This aligns with the Group’s

planning horizon in a fast‑moving market

subject to changing consumer tastes in addition

to economic and geopolitical uncertainties and

is supported by forecasts as approved by the

Board. It also aligns with the Group’s capital

investment plans and gives a greater degree of

certainty over the forecasting assumptions used.

The Directors’ assessment has been made

withreference to the Group’s current position,

its financial plan and financial planning

process, comprising a detailed forecast for

thenext financial year, together with a

projection for the following two financial years.

The plan also reflects the Groups principal risks

and uncertainties as set out on pages 20 to 25,

specifically Uncertain economic and geopolitical

outlook (risk 9), Strategy delivery and

transformation (risk 1), Talent pipeline (risk 3),

Business continuity and supply chain (risk 5),

Property and estate management (risk 6) and

Financial instability resulting from a major

decline in trade or financial misstatement

(risk8).

Principal risk 9 (Uncertain economic and

geopolitical outlook) and risk 1 (Strategy

delivery and transformation) relate to the

continued uncertainty surrounding the

economic and political environment including

inflationary pressures, political uncertainty and

ongoing geopolitical conflicts, which could

lead to increased costs and reduced consumer

confidence, together with the risk of being

unable to deliver major transformational

projects on time, or realising the full benefit

dueto the volume or pace of change. Risk 3

(Talent pipeline) relates to the ability to recruit

and retain skilled and experienced labour and

increases to employment costs, both adding

tooperational cost pressures and ability to

deliver strategy. Risk 5 (Business continuity and

supply chain) includes risks of critical supplier

failure and network or infrastructure outages,

which could disrupt operations and impact

revenue and Risk 6 (Property and estate

management) considers significant estate

management or maintenance issues, which

could affect operational effectiveness.

To assess the impact of the Group’s principal

risks and uncertainties on its long‑term viability,

a downside scenario reflecting a reduction

insales together with increased costs and a

severe but plausible downside scenario in the

form of a reverse stress test to the base case

was applied to the Group’s financial forecasts

in the form of reduced sales (taking into

account the above risks), with variable costs

moving in line with the change in sales

volumes. Key considerations are the Group’s

liquidity and ability to meet financial covenants

in the downside scenarios modelled (risk 8,

Financial instability resulting from a major

decline in trade or financial misstatement).

In the downside modelled, the Group

continues to remain profitable with adequate

liquidity, and financial covenant tests are met.

The reverse stress test model demonstrated that

the Group could withstand a sales decrease of

over 10% to that modelled in the base case

with only discretionary employee reward costs

included as mitigating actions. However, in the

eventuality of any downside, the Group’s

financial plans would be adjusted in response

to the scenario by reviewing controllable and

discretionary costs alongside capital investment

to implement further mitigating actions.

In the forecasted period the Group is required

to refinance its bank facility by July 2027,

andit has been assumed that this would be

ona similar basis. Whilst there is no certainty,

since it requires the agreement of its lenders,

based on the successful amend and extend to

the bank facilities during the period and the

continued positive relationships, the Directors

believe they will be able to secure any such

financing required.

In terms of resilience, the forecasts considered

market insight and trends based on changing

consumer behaviour and therefore considered

the allocation of capital to adapt to these trends.

Further, whilst the experience of inflationary

pressures and economic uncertainty could be

expected to lead to lasting changes in both

guest behaviour and competition in the

hospitality sector, in making this assessment

theGroup has taken the view that any adverse

impact on sales, through reduced visits will be

temporary in nature and should not extend to

any material extent into the future. Pubs have

been resilient in previous economic downturns

and offer value to the consumer. The Directors

have determined that, over the period of the

viability assessment, there is not expected

tobea significant impact resulting from

climatechange.

In making this statement, the Directors carried

out a robust assessment of the principal risks

and uncertainties facing the Group, including

those that would threaten its business model,

future performance, solvency, or liquidity.

Principal risks and uncertainties are the result

ofinternal risk management and control

processes, with further details set out on

pages20 to 25.

Strategic report approval

The Strategic report, outlined from the inside

front cover to page 26, incorporates: Our

2025 financial highlights, Investment case,

Chair’s statement, CEO’s statement, Our

business model, Our strategy, Our key

performance indicators, Financial review,

Stakeholder engagement, Sustainability,

andRisk and risk management.

By order of the Board:

Justin Platt

Chief Executive Officer

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 26

Corporate governance report

Board leadership and Company purpose

Role of the Board

The Board provides strategic leadership and is

responsible to shareholders for the long-term

sustainable success of the Company. It oversees

strategic execution and measures of success, and

monitors internal controls, risk management

and good governance.

Purpose, values and culture

The Board is responsible for ensuring a healthy

Company culture. We monitor this through:

effective stakeholder engagement as set out

on pages 14 and 15

monthly monitoring of health and safety

metrics and presentations from our Director

of Safety on operating a safe and

sustainable business

dedicated time at Board meetings, supported

by our HR Director and our Corporate Affairs

Director, to discuss culture, values and

employee/workforce matters

monitoring whistleblowing reports and

compliance through the Audit Committee

monthly monitoring of employee and

partner engagement scores and turnover

Values and behaviours

This year, the Board supported management

and the workforce with the co-creation of

revised values and behaviours to better align

with our strategic priorities (set out on IFC) .

The values reflect theessence of why we exist;

the behaviours seek to foster a culture of

business performance, accountability and

connection toour vision; and together they

help guide decision-making, collaboration and

delivery ofexceptional experiences.

Our Board strives to set the tone from the top

inconducting itself in line with our values and

behaviours. The Board continues to support

management to ensure our values and

behaviours become deeply ingrained into the

culture and drive business outcomes through

the monitoring activities as set out on the right.

Engaging with stakeholders

Full details of how the Board has engaged with

our stakeholders can be found on pages 14

and 15. This included engaging with our major

shareholders and proxy agencies about

proposals for our Directors’ Remuneration

Policy as set out on page 40. We also invest

time and resource to ensure our communication

to stakeholders via public announcements

andour website is clear, understandable

andtransparent.

Board activity during the year

Throughout FY2025, the Board remained

focused on delivering long-term value for our

shareholders by overseeing the execution of the

strategy and value drivers, and the successful

transformation of the business into a pure-play

hospitality company. Core activities included:

Financial oversight: Reviewed the

finance and property strategy to support

operational growth and financial resilience

and to align with long-term objectives

Strategic development: Monitored

capital investment proposals and approved

the format development for Two Door,

Grandstand and Family formats

Culture and values: Supported the

launch of new organisational values and

behaviours, reinforcing a performance-

driven and inclusive culture

Stakeholder engagement: Refined the

investor relations strategy to enhance

transparency, clarity, strengthen reputation

and stakeholder trust

Operational excellence: Supported the

ongoing organisational development to

ensure we have the right talent to deliver our

strategic priorities in the most cost effective

and efficient manner

Risk and governance: Reviewed the

Group’s risk appetite and material risks.

Endorsed updates to the governance

framework to ensure that it supports the

delivery of our business objectives without

unnecessary complexity or bureaucracy

UK Corporate

GovernanceCode

Fully compliant with the 2018 UK Corporate

Governance Code (the ‘2018’Code)

during the year ended 27September 2025.

This report, together with the reports from the

Nomination, Audit and Remuneration

Committees, provide details of how we have

complied with the principles of the 2018 Code.

Our Section 172(1) statement on page 5 and

stakeholder engagement on pages 14 and 15

set out how the Board has fulfilled its statutory

duties under the Companies Act 2006.

The 2024 UK Corporate Governance Code

(the ‘2024 Code’) will apply to the Company

with effect from FY2026, with the requirements

ofProvision 29 taking effect a year later. Any

changes that will impact the Company continue

to be reviewed and discussed by the Board

and the required actions have been identified

to ensure that we have a clear pathway to

compliance with the 2024 Code.

We have made some improvements to the

investor section of our website to ensure our

communication channels are clear and

transparent. Further information available on

our website has been signposted throughout

thissection.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 27

Board activity during the year

continued

Outside of formal meetings, the Board also

receive monthly management information

packs. This provide commentary on the

competitive landscape and measurement of

key performance indicators (KPIs) and financial

matters, such as cash flow and trading

performance.

The Board attends an annual Strategy Day,

which includes direct engagement with our pub

teams. This year the Board visited pubs forming

part of our format development programme:

aTwo Door pub and Grandstand pub in the

Worcestershire area. The format of the day

enabled the Board to engage with our workforce

and see strategy execution in action, as well as

meeting with the Executive Committee to discuss

strategic priorities for the year ahead.

The number of Board meetings and attendance

by Directors can be found on page 30. The Board

also meets informally several times throughout

the year to discuss matters arising. The Board

calendar also includes one-to-ones between the

Chair and all Non-executive Directors (NEDs),

NED only meetings without the Executive

Directors present and the Senior Independent

Director (SID) meets with the NEDs at least

oncea year, in the absence of the Chair.

Governance model review

This year, the CEO and the Chair led a review of

the Company’s governance model and framework

to ensure that it supports the delivery of our

business objectives without unnecessary

complexity. The Board believes good

governance provides the framework for long-term

value creation for all our stakeholders and that

corporate governance should be applied in a way

that is relevant and meaningful to our business.

Division of responsibilities

Governance framework

The Company governance framework establishes clear lines of accountability and responsibility

and provides a structure of effective management and controls to measure and assess

performance and risk. The Board believes the framework helps ensure we adopt corporate

governance principles in a way that is relevant to our business, supports our strategy and is

consistent with our values.

The Board

Enterprise-wide risk management

and internal controls

Our behaviours, value and culture

Audit

Responsible

for financial,

compliance

and risk-

related matters

Nomination

Responsible

for succession

planning,

appointments

and employee

engagement

Remuneration

Responsible for

remuneration

and incentive

schemes

Implementation

of strategy

and

monitoring

performance

Assurance,

internal

controls, audit,

legal,

regulatory and

compliance

Sustainability

taskforce

Roles and

responsibilities

Matters reserved for

the Board

Corporate governance report continued

The three principal Committees operate

under their own terms of reference which are

reviewed annually and recommended to the

Board for consideration and approval.

The Executive Committee, led by the CEO,

oversees the day-to-day operations, meeting

monthly to discuss a range of topics including

performance, strategy execution, business

risks, employee engagement and health and

safety. The Committee also meets informally

each week to discuss performance and any

key issues.

Principal CommitteesSupporting

Committees

Management

Committees

Risk Committee

Business Continuity

Committee

Data

Security Committee

Treasury Committee

Executive Committee

Investment Committee

Disclosure Committee

Established last year, the Investment

Committee provides support for and scrutiny

of capital investment decisions within

delegated authority limits. Through the Chief

Development Officer, the Investment

Committee reports to the Executive

Committee and the Board to ensure

accountability and visibility.

A Disclosure Committee is convened as

needed to ensure compliance with the UK

Market Abuse Regulation, the Financial

Conduct Authority (FCA) Listing Rules and

the Disclosure Guidance and Transparency

Rules to ensure the Company meets its

continuous disclosure obligations.

The supporting Committees’ primary role

isto provide assurance to the Board on the

operation of internal controls, auditing and

compliance with legal and other

regulatoryobligations.

More information on our governance

framework is available on our website, together

with the key responsibilities of, and terms of

reference for, each of our principal Committees.

Division of responsibilities

The Board comprises a mix of Executive and

Non-executive Directors, bringing diverse skills,

experience, and perspectives. The roles of the

Chair, CEO and SID are separate and clearly

defined. Details of the various roles and key

responsibilities of all the Board can be found on

our website.

READ MORE ONLINE

www.marstonspubs.co.uk

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 28

Ken Lever

Non-executive Chair

Appointed

July 2024, independent onappointment

Current appointments

Non-executive Chair at Cirata PLC

Senior Independent Director

at RockwoodStrategic plc

Chair of the Advisory Board at

Alliance Manchester Business

School

Past experience

Deputy Chair at Rainier

Developments Limited

Non-executive Chair at Biffa plc

Non-executive Chair at RPS

Group plc

Senior Independent Director

at Vertu Motors plc

Non-executive Director at

Blue Prism plc

CFO and subsequently appointed

as CEO at Xchanging plc

Meeting attendance

Board

llllll

Nomination Committee

Justin Platt

Chief Executive Officer

Appointed

January 2024

Current appointments

Lay board member at the

University of Leeds

Past experience

Director at Carlsberg

Marston’s Ltd

Chief Strategy Officer at

MerlinEntertainments

Managing Director, Resort Theme

Parks at Merlin Entertainments

Global Marketing Director at

AstraZeneca plc

Meeting attendance

Board

llllll

Stephen Hopson

Chief Financial Officer

Appointed

September 2025

Past experience

CFO at Topps Tiles plc

Director of Central Finance at

Molson Coors Beverage Company

Finance Director at Travis

Perkins plc

Head of Investor Relations

andother roles at Mitchells

&Butlersplc

Meeting attendance

Board

Octavia Morley

Senior Independent Director

Appointed

January 2020

Current appointments

Senior Independent Director and

Remuneration Committee Chair at

Crest Nicholson Holdings plc and

Currys PLC

Chair at Banner Group Limited

Past experience

Non-executive Director at

Ascensos Ltd

Senior Independent Director at

CardFactory PLC

Executive and Non-executive Chair

atSpicers-Office Team Group Ltd

Non-executive Director at

JohnMenziesPLC

Chief Executive Officer, then

Chair, at LighterLife UK Limited

Managing Director at Crew

Clothing Co Ltd

Chief Executive at OKA

Direct Limited

Meeting attendance

Board

llllll

Audit Committee

llll

Nomination Committee

Remuneration Committee

llll

Rachel Osborne

Independent Non-executive Director

Appointed

January 2024

Current appointments

Non-executive Director and Chair

of the Audit Committee at Ocado

Group Plc

Non-executive Director, Chair of

the Audit and Risk Committee and

Customer Committee at Cash

Access UK Ltd

Past experience

Non-executive Director at Dunelm

GroupPLC

Non-executive Director at Her

Majesty’s Court & Tribunals Service

Chief Executive Officer and Chief

Financial Officer at Ted Baker PLC

Chief Financial Officer at

Debenhams plc

Chief Financial Officer at

Domino’s PizzaGroup plc

Finance Director at Vodafone PLC

Meeting attendance

Board

llllll

Audit Committee

llll

Nomination Committee

Remuneration Committee

llll

Board Committees:

Audit Committee

Nomination Committee

Remuneration Committee

Committee Chair

Board of Directors

More details on our Board of Directors can be foundonline

www.marstonspubs.co.uk

READ MORE ONLINE

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 29

Board Committees:

Audit Committee

Nomination Committee

Remuneration Committee

Committee Chair

Senior Board positions

As at 27 September 2025

Chair Senior Independent Director

Chief Executive Officer Chief Financial Officer

Male Female

Bridget Lea

Independent Non-executive

Director, Designated Non-executive

Director for Workforce Engagement

Appointed

January 2020

Past experience

UK General Manager at Snap

UK Inc

Managing Director – Commercial

atBTGroup

Managing Director (North) at

JSainsburyplc

Meeting attendance

Board

llllll

Audit Committee

llll

Nomination Committee

Remuneration Committee

llll

Sir Nick Varney

Independent Non-executive

Director

Appointed

July 2022

Current appointments

Non-executive Chair at the

NECGroup

Non-executive Chair at Bath Rugby

Senior Advisor to Blackstone

Past experience

Chief Executive Officer

atMerlinEntertainments

Managing Director

atVardonAttractions

Main Board Director at Vardon plc

Marketing Director at

TheTussauds Group

Chair and Board member

atUKHospitality

Meeting attendance

Board

llllll

Nomination Committee

Remuneration Committee

llll

Bethan Raybould

General Counsel &

CompanySecretary

Appointed

February 2022

A qualified solicitor with over 15

years’ experience in both private

practice and in-house roles

Leads the Legal, Company

Secretariat, Safety, Internal

Auditand Corporate Affairs

functions and chairs the

Sustainability Taskforce

Member of the Law Advisory

Board, Wolverhampton University

Hayleigh Lupino

Hayleigh was appointed CFO

in2021, having previously been

Director of Group Finance, and

held a number of senior roles

previously at Marston’s. She

stepped down from the Board

atthe end of FY2025, after 22

years of service at Marston’s.

Meeting attendance:

Board llllll

Board of Directors continued

Independent 4

Independent on appointment 1

Executive 3

Independence

As at 27 September 2025

0–3 years 4

3–6 years 3

6+ years 1

Tenure

As at 27 September 2025

Current Board skills and expertise

Strategy and leadership

Accounting and finance

Hospitality sector

Risk and governance

Retail

ESG and sustainability

Digital and innovation

People and culture

Board experience

Note:

Hayleigh Lupino stepped down from the Board on 27 September 2025. For the purposes of reporting, she has been included

inthis data.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 30

Nomination Committee report

implementing rigorous financial controls. Stephen’s

transition has been supported by a tailored

induction programme, which is described below.

Board inductions

anddevelopment

Upon appointment to the Board, each new

Director receives a tailored, comprehensive

induction programme, co-ordinated by the

General Counsel & Company Secretary and,

for Executive Directors, the HR Director. Pub

visits also form a key part of both induction and

continuing Director development.

Stephen’s induction included:

a comprehensive handover with incumbent

CFO Hayleigh Lupino

meetings with the Board, the Executive and

key members of the Leadership Group

time in pub including visits to pubs trading

under our new formats

introductory meetings with our banking

partners, brokers, external Auditor, advisers

and analysts

Directors are expected to regularly update

their skills and knowledge. Training needs are

reviewed annually and arranged by the General

Counsel & Company Secretary as required.

Directors may also seek independent advice at

the Company’s expense and, through the General

Counsel & Company Secretary, have access to

advisory services, seminars and training events

to stay informed on relevant developments.

Board performance review

This year the Board’s performance review,

which evaluated the performance of the Board,

its Committees and each Director, was in the

form of a series of qualitative, action-focused

meetings between the Chair and each Director.

The meetings also provided a forum to

retrospectively review the actions from last

year’s performance review process to ensure

satisfaction with the actions taken in year.

Last year’s performance review focused on

enhancing debate around risk, particularly

strategic risk and alignment to risk appetite,

elevating the remit of this Committee to include

greater oversight of talent management and

ensuring meeting agendas and papers were

outcome focused. This year, conversations

continued around achieving a better

understanding of the Company’s approach to

risk management, with other key themes being

continued focus on talent with an emphasis on

developing performance-driven teams and

ensuring that Board papers and presentations

included more context in some areas to improve

the debate at Board meetings, including the

competitive landscape and greater clarity over

complex or technical financial information.

The review concluded that the Board has

continued to operate effectively during the

reporting year, offering a constructive balance

of support, experience and challenge.

Examples of areas where the Board and

itsCommittees were particularly effective

included supporting management with the

amplification of key strategic enablers and

aculture of healthy challenge and debate.

In addition, the Chair’s performance was

considered by the SID with input from all Board

members and discussed at a meeting without the

Chair being present. The discussion concluded

that the Chair’s performance in his first full

yearhad been strong, his approach to Board

performance reviews led to better outcomes, and

he continued to demonstrate sound leadership

and objective judgement. The Chair is instrumental

in fostering an environment at meetings which

encourages challenge and debate.

Board appointments

andsuccession

The Committee is responsible for overseeing

the composition of the Board and its

Committees, ensuring an appropriate balance

of skills, experience and knowledge. This

includes oversight of annual performance

reviews, reviewing Director tenure and

identifying any gaps in skills, knowledge or

experience. During the year, the Committee

refined the skills matrix which captured the

core competencies of our current Board

members, and will provide a framework for

succession planning and any future Board-

level recruitment to help ensure the long-term

success of the Company. Our current Board

members each bring a diverse range of skills,

knowledge and experience and their

biographies and skills are shown on pages 29

and 30.

Appointment of Stephen Hopson

Appointments to the Board follow a rigorous

and transparent process, supported by

independent expert consultants. A candidate

specification, including required skills and

competencies, is agreed in advance by the

Board and the Committee.

As previously mentioned in the Chair’s statement

on page 3, Hayleigh Lupino stepped down from

the Board in September. Following a

comprehensive search and selection process, the

Committee was pleased to recommend the

appointment of Stephen Hopson as Chief Financial

Officer, effective from 8 September 2025.

Supported by a third-party expert consultant,

Russell Reynolds Associates, the Committee

undertook a rigorous recruitment process for this

key appointment, which included competency

assessments and interviews with the other Directors

and the HR Director. The Board was delighted to

welcome Stephen, who brings a wealth of

experience managing high-performing teams and

As part of a wider governance review,

reviewed and expanded the Committee’s

terms of reference to ensure it had proper

oversight of key people issues including

culture and talent succession

Received reports from the HR Director on

employee and Partner engagement and

succession and development plans for

senior leaders

Developed a skills matrix to support

Board-level succession planning and led

reviews of the composition of the Board,

training programmes and Board

performance reviews

Ensured good governance with annual

reviews of any potential conflicts of interest

and effectiveness

Role of the Committee

The Committee’s roles and responsibilities are

covered in its terms of reference which are

available on our website and were most recently

reviewed by the Committee in May and

approved by the Board in November.

Theeffectiveness of the Committee was reviewed

as part of the annual Board performance review

conducted in September. The Committee is

essential for ensuring that the Company has the

right senior leadership in place to support good

governance and its long-term success.

Summary of activities

duringFY2025

Led the search, recruitment and

appointment of Stephen Hopson, CFO

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 31

Nomination Committee report continued

Workforce engagement

This year the Committee devoted time on the

agenda to ensure it had greater oversight over

some key people-related matters to ensure that

the Company had the right senior leadership in

place to support long-term success, that those

people were properly supported and that the

Company’s engagement and feedback forums

were operating effectively as a barometer

ofculture and engagement. The Committee

received detailed presentations from the

HRDirector and Director of Learning &

Development on each key topic.

In addition to our well-established employee

and pub partner engagement platform, this

year, our people team, our SID and designated

NED for Workforce Engagement jointly

facilitated listening sessions with attendees

from across our business. The main topics of

discussion focused on quality of communications

within the business, use of technology, and

engaging with our strategy. The session also

provided an opportunity for employees to

express their views on remuneration and reward,

providing the Chair of the Remuneration

Committee with valuable insights that support

and inform the review of the Directors’

Remuneration Policy and cascade through the

business. The actions arising from our engagement

processes were presented back to the Committee

in October.

Conflicts of interest

Prior to appointing any Non-executive

Director, the Committee reviews existing

appointments and commitments to ensure

thereare no conflicts of interest and to assess

whether candidates have sufficient time to

effectively discharge their duties.

Female 34%

Male 66%

Gender balance of Senior Management

(Executive Committee andLeadership Group)

More information on ED&I can be

found in our 2025 Impact Report:

marstonspubs.co.uk/responsibility

READ MORE ONLINE

Diversity and inclusion

We continue to foster an inclusive culture and recognise our responsibility to create safe

environments where our teams and guests feel respected, valued and a sense of belonging.

During the year, our Equity, Diversity and Inclusion (ED&I) strategy underwent a comprehensive

review to ensure it supported and was aligned to our values and behaviours and the business

strategy. This forms a key part of the Company’s sustainability strategy and more information

including in relation to our employee-led diversity networks can be found in our Impact Report.

Annual statement on Board and Executive Committee diversity targets

In accordance with Listing Rule 6.6.6R(9), our Board and Executive Committee gender and

ethnicity data, as at 27 September 2025, is provided below. We currently meet or exceed the

targets set out in the Listing Rules. New Directors are asked to consider participating in our

‘Careto Share’ campaign which seeks to better understand ethnicity data in the same way and,

for the same reasons, we ask our wider workforce to share their data when they join the business.

Number

of Board

members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO,

SID and Chair)

Number in

Executive

Committee

Percentage of

Executive

Committee

Men 4 50% 3 5 62%

Women 4 50% 1 3 38%

Other categories

Not specified/prefer not to say

Number

of Board

members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO,

SID and Chair)

Number in

Executive

Committee

Percentage of

Executive

Committee

White British or other White (including minority-white groups) 6 75% 4 7 88%

Mixed/multiple ethnic groups 2 25% 1 12 %

Asian/Asian British

Black/African/Caribbean/Black British

Other ethnic group, including Arab

Not specified/prefer not to say

1. Both the CEO and CFO are members of the Executive Committee and are also

included in the columns related to the Board.

2. Stephen Hopson was appointed to the Board on 8 September 2025.

3. Hayleigh Lupino stepped down from the Board on 27 September 2025.

4. Both Stephen Hopson and Hayleigh Lupino are included in the

data tables above.

Ken Lever

Chair of the Nomination Committee

Any additional external appointments taken

upby Directors during the year are reviewed

by the Chair of the Committee and, where

appropriate, approved by the Board before

acceptance. The Committee evaluates any

conflicts that may arise from these external

roles, and monitors both the nature of these

interests and the time commitment involved to

ensure Directors’ effectiveness is not compromised.

The Board remains confident that each

Directorhas devoted adequate time to their

responsibilities. No conflicts of interest were

identified during the year that would affect

theindependence of any Director.

Board independence, election

and re-election of Directors

All of our Non-executive Directors are

considered by the Board as being independent,

including our Non-executive Chair who was

independent upon appointment.

Stephen Hopson is subject to election for the first

time at the Company’s AGM in January 2026

and all other Directors will offer themselves for

re-election. Details of each Director are set out

on pages 29 and 30, and on our website.

TheBoard is of the opinion, as recommended

by the Nomination Committee, that each

Director standing for election or re-election

makes an effective and valuable contribution

tothe Company’s long-term success.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 32

Audit Committee report

Matters in relation to the

financial statements

In order to discharge its responsibility to ensure

the integrity of all financial statements, the

Committee carefully assess whether

management has made appropriate key

judgements and estimates in the preparation of

the consolidated financial statements on pages

63 to 113 and whether suitable accounting

policies have been adopted.

To support this assessment, and to ensure that

the financial statements are fair, balanced and

understandable, throughout the reporting year

the Committee has received detailed reports and

presentations from management explaining the

basis for significant matters and judgements,

together with the underlying policies. The

Committee’s review was supported by the

external Auditor who, as set out in their report

onpages 57 to 62, robustly challenge and audit

such matters as part of their year-end processes.

Role of the Committee

The Committee’s roles and responsibilities are

covered in its terms of reference and were

most recently reviewed by the Committee in

July and approved by the Board in November.

The effectiveness of the Committee was

reviewed as part of the annual Board

performance review in September. The

Committee focuses on ensuring the integrity

and clarity of financial reporting, robust and

independent audit processes and the

maintenance of strong internal control and risk

management systems.

Summary of activities during

FY2025

Monitored and reviewed the integrity of

financial and narrative reporting at half

year and year end

Reviewed and recommended approval of

the going concern and viability statements

Reviewed the effectiveness of the external

audit process and strategy

Reviewed and approved the external

Auditor’s independence and objectivity

Monitored the Company’s systems of risk

management and internal control

Supported the Board in the review of the

Company’s material risks and controls and

preparedness for the changes to Provision

29 of the UK Corporate Governance Code

Approved and oversaw internal audit’s

programme of activities and monitoring the

effectiveness of the internal audit function

Monitored the effectiveness of, and

supported improvements to, the Company’s

key operational controls to support

operational excellence in stock management,

cash management and foodsafety

Reviewed key cyber risk controls and assessed

the adequacy of contingency and incident

response plans to safeguard critical operations

Monitored the effectiveness of the

Company’s whistleblowing processes and

compliance controls in key areas including

corporate gifts and hospitality and

Employment Rights Bill

Approved the annual Statutory Pubs

Codereport

Approved the Company’s finance strategy

and distributable reserves planning and

Company’s tax strategy

A summary of the significant judgements made during the reporting year are set out below.

TheCommittee is satisfied that the judgements are reasonable, and that suitable accounting

policies have been adopted and disclosed in the accounts.

Key estimates and significant judgements

Area of significant judgement Nature of the Committee’s review and finding Page in the financial statements

Non-underlying

items

The Committee considered and reviewed

management’s determination of items to be classified

as non-underlying during the reporting year and was

satisfied that the classifications were appropriate. To

maintain oversight, the Committee agreed a process

with management to review non-underlying items on

an annual basis.

Page 79

Property, plant

and equipment

Property, plant and equipment is the largest asset on

the Group’s balance sheet and is a key area of

consideration for management and the Committee.

The Committee undertook a robust review of the

independent valuation and management’s

judgements, with specific consideration given to the

impact on the increase in NAV. Management

provided the Committee with a detailed overview of

the process and key inputs to the valuation process

– in particular, the ‘fair maintainable trade’ (FMT) of

each pub, and the multiple applied to that trade.

Following review and assurance from the external

Auditor, the Committee concluded that the basis of the

valuation, the judgements made, and the fair value

disclosed on the balance sheet are appropriate.

Page 84

Retirement

benefits

The Committee received reports from management

on, and noted the actuarial assumptions in respect of,

the defined benefit pension plan, which included

discount rates, rates of increase in pensions, inflation

rates and life expectancies.

The Committee reviewed the actuarial assumptions

and underlying calculations and following discussion

with the external Auditor regarding its view on these

assumptions, was satisfied that they are reasonable.

Page 88

Financial

instruments

The Committee received reports on the valuation of

derivative financial instruments, in particular those

noting the movements in the derivative financial

instruments (interest rate swaps).

Page 93

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 33

Audit Committee report continued

Distributable reserves

During the reporting year, the Committee

supported the Board in its review of the Group’s

financial strategy and in particular overseeing

management’s planning and assurance work

toimprove the Group’s distributable reserves,

through share capital reductions and

intragroup dividends, thereby enabling the

distribution of shareholder returns as and

whenappropriate. The Committee received

reports from management and assurance

fromspecialist advisers, and the external

Auditor was satisfied with management’s

planning and corresponding actions.

Going concern and

viabilitystatement

As part of the year-end audit processes, the

Committee reviewed the appropriateness of

the Group’s going concern and viability

statement as set out on page 26. To support

itsassessment, the Committee examined

management’s financial projections, liquidity

headroom, and stress-testing scenarios to

ensure they were robust and aligned with

current trading conditions and strategic plans.

The Committee also engaged with the external

Auditor to understand their procedures and

conclusions regarding going concern and

viability, including reviewing the Auditor’s risk

and prudency assessment, areas of challenge

to management assumptions, and any other

observations arising from their work. Following

this review, the Committee was satisfied that

the viability and going concern statements

were appropriate and recommended their

approval to the Board.

Internal audit

Marston’s internal audit function is a critical

part of the Group’s control framework, and

increasingly so as the Group’s maturity of

control testing develops, aligned to the

changes to Provision 29 of the 2024 Code. As

such, the internal audit plan is reviewed and

approved by the Committee annually, ensuring

that it is aligned with the Company’s material

risks and strategic priorities. The internal Audit

team attends each Committee meeting to

report on all audit activities. The audit work

undertaken this year has provided the

Committee with invaluable insight into the

practices, processes, systems and controls of

the business including key operational controls,

such as stock management, petty cash

management, fire and food safety, which are

essential to ensure operational excellence at

Marston’s and delivery of the Group’s strategic

priorities. Amanagement response to each

internal audit, including any remedial actions,

is provided bya senior member of the

management team with ultimate accountability

for audit actions.

As part of its oversight responsibilities, the

Audit Committee assessed the effectiveness

and independence of the internal audit

function, including adequacy of resources.

Based on this review and engagement with the

Executive Directors, the Committee confirmed

that the internal audit function remained

effective in providing assurance over key

controls and risk management processes.

External auditor

RSM UK Audit LLP (RSM) were appointed as

external Auditor at the 2024 AGM, following

acompetitive tender in 2023 and Ian Wall

wasappointed as lead audit partner at the

same time – see page 69 of the 2023 Annual

Report and Accounts. The Committee engages

regularly with RSM through attendance at every

Committee meeting and each year, Ian Wall

meets regularly with the Chair of the Committee.

This ensures effective scrutiny of key audit areas

and assessment of the auditor independence on

an ongoing basis. RSM are allowed sufficient

time on the agenda to discuss a range of topics

with the Committee, including their proposed

audit strategy, audit risks, audit processes

employed and their findings. They also support

the Committee with planning for emerging

legislation in corporate reporting.

The Audit Committee assesses the

independence of the external Auditor by

considering, amongst other things, the length of

tenure of the audit firm and the audit partner

and the external Auditor’s own assessment of its

independence. TheCommittee is satisfied that

RSM meets therequired standard of

independence to safeguard both the objectivity

and integrity ofthe external audit procedures.

The Committee also reviews audit fees

throughout the year to ensure they are

reasonable and proportionate. The audit fees

for this year can be found in Note 3 on page

78 of the Financial Statements which were in

line with the budget approved by the

Committee.

Non-audit services

In accordance with the FRC’s Ethical Standard,

external auditors must not provide non-audit

services that could compromise their

independence or objectivity. To safeguard

this,the Group has a policy in place governing

non-audit services, which is available on our

website. Any non-audit services proposed are

assessed individually in line with the Ethical

Standard and our policy. During the reporting

year, the Committee approved the provision of

non-audit services in relation to audit-related

assurance work and all non-audit fees incurred

are disclosed in Note 3 of the Financial

Statements on page 78.

Risk management and

internalcontrols

The Board has ultimate responsibility for

theGroup’s risk management, but the

AuditCommittee plays an invaluable role

inreviewing the overall effectiveness of

riskmanagement which is assessed at least

annually. The Committee reported to the

Boardon its evaluation of the effectiveness

ofthe Group’s systems of internal control and

risk management, informed by reports from

internal audit and the Director of Risk.

During the reporting year, the Committee

supported the Board by overseeing a forensic

review of strategic risk and alignment to risk

appetite to support delivery of strategic

priorities, operational excellence and

sustainable growth. An explanation of the

Company’s risk management framework

andapproach to risk management

canbefound on pages 20 to 25.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 34

Audit Committee report continued

Risk management and

internalcontrols continued

The Committee also monitored the Company’s

preparatory work to support compliance with

changes to Provision 29 of the 2024 Code,

and a summary of the supporting work

undertaken by the Committee during the year

in relation to risk and controls appears below:

Provision 29 compliance

Supported the Board in reviewing the

Company’s material risks and material

controls, together with the framework for

effectiveness reviews

Considered the output of work undertaken

by management, including its work with an

external adviser, to further improve the risk

management process

Considered management’s methodology for

scoring inherent and residual risks, and

challenged assumptions to ensure these are

appropriate and robust

Engaged with management to ensure that

reporting mechanisms are in place to

support future disclosures

Approved the replacement of the risk

management portal for more effective and

efficient risk management processes and

reporting mechanisms

Health and safety

Management and internal audit presented

to the Committee on work being done to

ensure the safety of our guests and people

in key areas of risk, including food safety,

allergen compliance and fire risk

Cyber risk

Received presentations from the Director of

IT on material controls and assurance for

data security and cyber risk, including

resilience, ransomware defences, training

protocols and business continuity plans

Considered the observations made by the

external Auditor’s in relation to the year-end

audit processes, regarding IT controls

Reviewed the results of a cyber security

testsundertaken by the Company’s third

party consultants and recommended

improvement measures

Considered and approved the Company’s

approach to cyber insurance

Evaluated the Group’s cyber security

posture against established standards and

guidelines, such as those outlined by the

national Institute of Standards and

Technology (NIST)

Other matters considered

thisyear

Cyber risk readiness and

responsecapability

As described on page 23, the Board

recognises that cyber risk remains one of the

most significant threats to business continuity

and stakeholder trust. While the Committee

plays a critical role in overseeing key cyber risk

controls as outlined on page 23, its remit

increasingly extends to ensuring the Group is

prepared for evolving threats and remains

resilient in the event of an incident. During the

year, this included challenging management

on the adequacy of preventative measures

and, with support from the internal Audit team,

reviewing contingency and incident response

plans to safeguard critical operations. Looking

forward to the year ahead, the Committee will

strengthen its oversight of the Group’s response

capabilities by reviewing the outputs and

actions arising from scenario-based incident

response testing and by overseeing

enhancements to supplier cyber security

controls, particularly for vendors with access to

sensitive data or those supporting critical

operational systems. By maintaining a

proactive stance on cyber security and

resilience, the Committee aims to protect the

integrity of systems, minimise disruption, and

uphold confidence in the organisation even

under adverse circumstances.

Whistleblowing

Our whistleblowing procedures ensure that

ourpeople are able to raise concerns about

possible misconduct on a confidential basis.

Concerns can be raised online, via our website

or QR code, through a secure and confidential

portal called ‘Speak Up’ managed by a third

party. This year the Committee received a

report on improvements to the accessibility

ofSpeak Up together with an anonymised

summary of any reported issues, investigation

details, resolution rates relative to KPIs and

follow-up actions.

The Committee also considered the

effectiveness of the whistleblowing framework,

the Company’s speak up culture and as part of

that review, supported management to

consider ways to measure culture and

compliance indicators to ensure our people

feel safe to speak up and believe reports lead

to action. More information is available on

ourwebsite.

Anti-bribery, gifts and hospitality

The Committee also received updates in

relation to anti-bribery training and awareness

programmes, together with a summary of

theCompany’s policy and, for oversight, a

summary of gifts or hospitality accepted or

declined by management during the reporting

year. More information is available on our

website: www.marstonspubs.co.uk

Statutory Pubs Code

The Committee approved the annual

compliance report to the Pubs Code

Adjudicator (PCA) for 1 April 2024 to

31March 2025. During this period, six

validmarket rent-only requests were received,

one of which was referred to the PCA for

arbitration. The report and supporting

documents are available on our website.

Rachel Osborne

Chair of the Audit Committee

READ MORE ONLINE

www.marstonspubs.co.uk

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 35

Directors’ remuneration report

Annual Statement

Dear Shareholder

I am pleased to present our report for the

period ended 27 September 2025 which

setsout the details of our new Directors’

Remuneration Policy (the “Policy”), being put

toshareholders at the 2026 AGM, Directors’

remuneration in respect of FY2025 and how

we intend to operate the Policy in FY2026.

Overview of performance in

FY2025 and business context

FY2025 marked another year of strategic

progress and delivery of strong financial

results. Comprehensive commentary on the

Group’s operational and financial

achievements is provided in the Chair and

CEO statements, as well as our Financial

review (on pages 3, 4 and 10).

Key performance metrics that impact

remuneration outcomes performed strongly,

with significant profit growth: underlying

EBITDA from continuing operations

increasedby 6.5% to £205.1 million (2024:

£192.5 million) and underlying profit before

tax from continuing operations increased

year-on-year by £30.0 million to £72.1 million

(2024: £42.1 million), whilst revenue was stable

at £897.9 million (2024: £898.6 million).

Underlying operating margins of 17.8% grew

by 140 basis points (2024: 16.4%) and we

achieved a record Reputation score of 816

atthe end of FY2025.

The Committee’s decisions on remuneration

outcomes and policy implementation have

been made in the context of this performance,

with a continued focus on fairness, alignment

with shareholder interests and long-term

valuecreation.

Performance outcomes

fortheyear

Annual bonus FY2025

The FY2025 annual bonus was structured to

drive strategy, with an 80:20 split between

financial and non-financial metrics, (revenue,

EBITDA, recurring FCF and Reputation score)

all aligned to the key elements of our market-

leading pub operating model, and stretching

targets were set at the start of the year.

As summarised above, whilst revenue

remained stable, EBITDA achieved above

target performance with both recurring FCF

and Reputation score achieving above stretch

and maximum performance outturn. Despite a

challenging market, we made strong progress

delivering central efficiencies, procurement

gains, and digital transformation. Our people

are dedicated and passionate about

consistently delivering great guest experiences

and improving guest satisfaction.

When reviewing the formulaic outcome of the

bonus against targets, the Committee

considered other stakeholder outcomes:

Wider workforce experience – bonus

schemes for salaried employees are aligned,

therefore all eligible employees will receive

a consistent outturn of c.68% of their

achievable bonus for FY2025. Our pub

team members have the opportunity to earn

monthly incentives, based on drinks sales,

and rewards through a quarterly bonus

scheme, tailored to each individual pub.

Almost 80% of our pub team members, as at

the end of the reporting year, had received

one or more payments via these schemes.

Investors – as noted in the Chair’s statement

(on page 3), closing the gap between our

share price and its net tangible asset value

is a key priority for the Board. We have

continued to reduce net debt during the

period and rebuild the investment case

forMarston’s.

Wider business performance – whilst

revenue remained stable, each of the other

key metrics has achieved significant growth

on the previous year’s outturn.

Having considered the formulaic bonus outturn

in the context of stakeholder outcomes during

the reporting year, the Committee is

comfortable that the bonus payout of 68% of

maximum for the CEO is appropriate and so

no discretion has been applied on the

formulaic outcome. Stephen Hopson joined

Marston’s as CFO on 8 September 2025 and

is not eligible to receive the FY2025 bonus.

A full breakdown of the measures, targets

andour performance against them is set out

onpage 47. In line with the Policy, one-third of

bonus earned (after tax) by the CEO will be

deferred into shares for a period of three years.

LTIP FY2023 vesting

The three-year performance period for the LTIP

award granted in December 2022 ended on

27September2025. Neither of the current

Executive Directors were in role at the time of

grant and will not benefit from this vesting.

Andrew Andrea, former CEO, who stepped

down from the Board in November 2023,

willreceive the award as a good leaver and

inaccordance with our approved policy.

Thenumber of vested shares will be subject

toa pro-rata reduction and the two-year

post-vesting holding period will continue to

apply. Outturn against each of the performance

metrics is set out on page 48. The Committee

discussed the formulaic outturn of the award,

noting in particular that the CMBC disposal

proceeds were excluded from the outturn figure

for the net cash flow metric, and were satisfied

that the vesting outcome appropriately reflects

the performance delivered over the period and

aligns with the interests of shareholders.

The Committee is comfortable that actions

taken on pay during the year across the

Company were appropriate and balanced the

interests of all stakeholders and that the Policy

operated as intended.

Board changes during the year

Hayleigh Lupino stepped down as CFO and

was succeeded by Stephen Hopson, who

joined the business on 8 September 2025.

Having completed a comprehensive handover

with Stephen, Hayleigh left Marston’s on

30September 2025 and continued to receive

her base salary, pension and contractual

benefits until that date; no payments for loss

ofoffice were made. Hayleigh forfeited her

entitlement to the FY2025 annual bonus and

outstanding unvested LTIP awards lapsed

on30 September 2025.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 36

Directors’ remuneration report continued

Performance outcomes

fortheyear continued

Board changes during the year continued

Hayleigh retains the vested FY2022 LTIP

award, which is within the two-year holding

period, until the normal release date (following

the FY2026 results announcement), in

accordance with the rules of the Marston’s

Long Term Incentive Plan and remains subject

to the post-employment shareholding

requirement until 30September2027.

We were delighted to announce the

appointment of Stephen, following a

comprehensive external process. Previously

CFO of Topps Tiles plc, he brings a wealth of

experience across the leisure and retail sectors.

When determining his remuneration, the

Committee considered a number of factors

which included (i) his previous package at

Topps Tiles, (ii) pay at companies of a similar

size and complexity and, (iii) the package for

the previous CFO. As a result, Stephen’s base

salary was set at £375,000 (11.1% lower than

the FY2025 salary for the former CFO). For

FY2026 he will also be eligible for an annual

bonus of up to 100% of salary and an LTIP

grant of 125% of salary, both in line with the

normal policy.

Stephen has foregone his FY2025 annual

bonus at his previous employer and he will also

forfeit outstanding deferred bonus and LTIP

awards. In line with our recruitment policy, and

as part of the discussions ahead of Stephen

being appointed, we agreed to replicate the

FY2025 bonus foregone and deferred bonus

and LTIP awards being forfeited as closely as

possible, taking into account the nature of the

deferred remuneration forfeited, the

performance conditions, the expected value

and the time over which they would have

vested or been paid.

Stephen must retain at least 50% of the shares

vesting under his buyout awards as part of his

shareholding requirement as CFO (200% of

salary). Further details of the buyout awards to

be granted are set out later in this report.

Directors’ Remuneration Policy

Our current Policy was approved at our 2023

AGM and is due for renewal at our 2026

AGM. The Committee conducted a thorough

review of the current Policy taking into account

the Group strategy, corporate governance

developments, institutional investor views and

market practice. The review concluded that our

Policy is working effectively and is aligned to

the Group strategy, provides a good link

between reward and performance, and is in

line with institutional investors’ best practice

expectations. Alternative incentive models,

such as replacing the LTIP with restricted

shares, and more leveraged arrangements,

were considered but there was a consensus

that performance shares remained appropriate

for all of the senior management population.

Therefore, the only material change to the

policy is the removal of references to the

‘normal’ and ‘exceptional’ maximum limits

within the LTIP (currently 150% and 200% of

salary, respectively). Instead, there will be a

single maximum LTIP limit of 200% of salary.

This will provide the Committee with slightly

more flexibility in the future to make higher LTIP

grants to support our growth strategy, with

appropriately stretching targets to encourage

focus on delivery of exceptional performance.

For FY2026, LTIP grant levels will be

unchanged from those applied in FY2025.

Implementation of the

Remuneration Policy in FY2026

Subject to shareholder approval at the 2026

AGM, the revised Policy will take effect from

that date. The Committee has considered how

the Policy should be implemented for FY2026,

taking into account market practice, investor

guidelines, pay across the business and the

views of management. The key decisions taken

for FY2026 included:

Base salary, Chair and Non-executive

Director fees effective 1 October 2025

During the year, the Committee reviewed

salary increases for the wider salaried

workforce taking into consideration external

benchmarking, the continued focus on

controlling costs and the first year of

performance-based increases. Following the

review, individual pay rises for the wider

salaried workforce ranged from 0-3%, with an

average across that cohort of 2.4%. For the

majority of our pub teams, their remuneration is

set by statute rather than the market. Total pay

awards for our pub team members averaged

an increase of 6.8%. We aim to maintain a

responsible and fair approach to executive

pay, aligned with workforce decisions and, in

the context of these increases, the Committee

agreed that a 2.4% increase was appropriate

for the CEO’s base salary. The CFO does not

qualify for an increase in FY2026 due to time

in role.

Chair and Non-executive Directors’ fees have

also been increased by 2.4% for FY2026.

Annual bonus for FY2026

The bonus opportunity for the Executive

Directors will remain unchanged for FY2026,

with the CEO eligible for an annual bonus of

up to 125% of salary and the CFO up to 100%

of salary. In line with the previous year,

performance measures and weightings for

FY2026, aligned to the key elements of our

market-leading operating model, are as

follows: revenue (20%), EBITDA (40%),

recurring free cash flow (20%) and Reputation

score (20%). These measures support our

strategy and delivery against key areas of

focus for the business.

The targets are stretching and incentivising with

one third of any bonus paid deferred into

shares for three years.

LTIP for FY2026

Both the CEO and CFO will receive an LTIP

award in line with previous grant levels (150%

and 125% of base salary, respectively) and in

line with the current, and below the proposed

revised, Policy. Performance measures and

weightings have been reviewed and remain

unchanged for FY2026: underlying PBT (40%),

operating margin (30%) and relative total

shareholder return (30%). However,

acknowledging the challenge of identifying an

appropriate peer group for TSR, the Committee

reviewed the FTSE SmallCap index constituents

and agreed to exclude the following sectors

from the comparator group: Oil, Gas and

Coal, Basic Resources, Banks and Financial

Services in addition to Investment Trusts, to

arrive at a more UK focused group. In

addition, when considering the formulaic

outturn of the LTIP, at the end of the three-year

performance period, the Committee will

undertake a ‘quality of earnings’ assessment

for the profit measure. This will apply to future

LTIP grants.

Stretching targets have been agreed and the

threshold and maximum ranges are set out on

page 47.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 37

Directors’ remuneration report continued

Other considerations during

the year

Executive Director pay

andthewiderworkforce

We continue to operate with fairness, integrity

and transparency across the business. Salary,

benefits and performance-related rewards

provided to employees are taken into account

when setting the policy for Executive Director

remuneration, and for annual reviews, as

notedabove.

The Committee also retains oversight of how

bonus schemes are aligned throughout the

organisation, and of the performance measures,

targets and outturn of each scheme. Bonus

measures, and more targeted monthly and

quarterly incentives for our pub team members

and operational teams, are aligned to our

vision and strategy for the entire workforce.

Bridget Lea, a fellow Non-executive Director

and member of the Committee, conducted an

employee engagement session during the year,

which I also attended in my capacity as Chair

of the Committee, with a specific focus on pay

and reward at all levels of the organisation.

Neither the Policy, nor Executive remuneration

were raised as a material issue during the

session. Following the discussion, no

amendments were required to the proposed

Policy or its implementation in FY2026 as a

result of this engagement.

Shareholder engagement

During the reporting year, we engaged with

our largest investors as well as Institutional

Shareholder Services (ISS), Investment

Association (IA) and Glass Lewis, to

understand their views on our proposed new

Policy and the proposed implementation in

FY2026. Whilst we were pleased to receive full

support for the one Policy change, views on the

implementation of the Policy were taken into

consideration by the Committee when finalising

the operation of the Policy in FY2026. In

particular we had proposed a slightly different

weighting to the LTIP performance measures

which, following feedback, was changed to

revert to the same mix as for the FY2025 LTIP

grant and we also added the quality of

earnings assessment to the PBT measure.

We continue to welcome and encourage all

feedback from our shareholders, as it helps

toinform our thinking on remuneration matters,

and hope we can rely on your continued

support. If you would like to contact me

directlyto discuss any aspect of our Policy

orthis report, then please email me at

investorrelations@marstons.co.uk. I will be

available at our AGM (on 28 January 2026)

to answer your questions. Alternatively,

ifyouare not able to attend the AGM,

pleasedosend your questions to the email

address above.

Octavia Morley

Chair of the Remuneration Committee

Summary of activities during FY2025

Reviewed the Remuneration Policy ahead of

the 2026 AGM.

Consulted with investors on the

Remuneration Policy and the proposed

implementation of the Policy in FY2026.

In relation to CFO succession, worked

closely with the Nomination Committee to

determine the leaving arrangements for

Hayleigh Lupino and joining arrangements

for Stephen Hopson.

Engaged with the wider workforce on the

alignment between Executive pay and the

wider workforce.

Consideration of pay review proposals for

the Chair, senior management and the

wider workforce.

FY2025 bonus and FY2023 LTIP award

outturns, as outlined above.

Consideration of targets for Operational,

Group, senior management and Executive

Director bonus schemes.

Consideration of LTIP performance

metricsand grant.

Review of Executive Directors’ and senior

management shareholdings in the Company,

in the context of shareholding guidelines.

The Committee receives advice from a

numberof different sources. This helps to

inform decision-making and ensures it is aware

of pay and conditions inthe business as a

whole, and inthe wider market.

The CEO attended all meetings during the year

to provide advice in respect of the remuneration

of senior management. The HR Director and

Deputy Company Secretary also attend each

meeting and provide advice to the Committee.

No person is in attendance for any discussions

regarding their own remuneration.

Korn Ferry continue to advise the Committee,

following their appointment in 2022 and

attend meetings when required. They provided

advice on the implementation of

theRemuneration Policy and supported

management with technical matters relating

tothe execution of the Committee’s decisions.

Korn Ferry received fees amounting to £47,512

during the year for advice provided to the

Committee. They are a member of the

Remuneration Consultants Group and, as such,

voluntarily operate under its Code of Conduct

in relation to executive remuneration consulting

in the UK. The Committee is satisfied that the

advice received was objective and independent.

AGM voting outcomes

The following table summarises the details of votes cast for the Directors’ Remuneration Policy (at

the 2023 AGM) and the Directors’ remuneration report at the 2025 AGM, along with the number

of votes withheld.

Votes for %

Votes

against % Votes total

Votes

withheld

Directors’ Remuneration

Report 2025 AGM 75,107,160 94.70 4,205,481 5.30 79,312,641 68,142

Directors’ Remuneration

Policy 2023 AGM 64,571,195 93.20 4,709,941 6.80 69,281,136 86,649

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 38

Remuneration summary

Performance snapshot for FY2025

Annual bonus performance for FY2025

Measure

Weighting of

measure

Outturn

(as a % of max)

Outcome

(% of total award)

Revenue 20% 0% 0%

EBITDA 40% 70% 28%

Recurring free cash flow 20% 100% 20%

Reputation score 20% 100% 20%

Bonus outturn 68%

Long-term incentive performance FY2023 award

Measure

Weighting of

measure

Outturn

(as a % of max)

Outcome

(% of total award)

Underlying PBT 30% 25% 7.5%

Net cash flow (cumulative) 30% 100% 30%

Return on Capital Employed (three-year average) 20% 62.5% 12.5%

Relative TSR vs FTSE 250 (excl. investment trusts) 20% 0% 0%

LTIP outturn 50%

Applying the policy in FY2026

Base salary

Justin Platt – £633,000 (2.4% increase)

Stephen Hopson – £375,000 (salary on appointment)

Benefits

No change

Pension

3% of salary

Bonus

Maximum opportunity:

Justin Platt – 125% of salary

Stephen Hopson – 100% of salary

Performance measures: Revenue (20%), EBITDA (40%), recurring free cash

flow (20%) and Reputation score (20%)

One third of any bonus paid will be deferred into shares to be held for

threeyears

LTIP

Maximum opportunity:

Justin Platt – 150% of salary

Stephen Hopson – 125% of salary

Performance measures: underlying PBT (40%), operating margin (30%)

and relative Total Shareholder Return (30%)

Two-year post-vesting holding period applies

Shareholding

guidelines

In employment: 200% of salary

Post-employment: 200% of salary for 2 years

Incentive timelines

Year 1 Year 2 Year 3 Year 4 Year 5

Annual bonus

Long-term incentive plan

Key: / Performance period / Deferral/holding period

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 39

Directors’ Remuneration Policy

This report has been prepared in accordance with the provisions of the Companies Act 2006,

theLarge and Medium Sized Companies and Groups (Accounts and Reports) (Amendment)

Regulations 2008 and the subsequent amendments, and the Financial Conduct Authority (FCA)

Listing Rules. In addition, the report has been prepared on a ‘comply or explain’ basis with regard to

the UK Corporate Governance Code 2018.

The Remuneration Policy (the “Policy”) described in this section is intended to apply for three years

and will be applicable from the date of approval by shareholders at the Company’s 2026 AGM.

The only change to the Policy is under the long-term incentive plan (LTIP), where the ‘normal’ and

‘exceptional’ maximum limits within the LTIP (currently 150% and 200% of salary, respectively)

have been removed. Instead, there will be a single maximum LTIP limit of 200% of salary.

Determining the Policy

The Committee is responsible for the development, implementation and review of the Policy. In

addressing this responsibility, the Committee works with management and external advisers to

develop proposals and recommendations.

The Committee considers the sources of information presented to it, takes care to understand the

detail and ensures that independent judgement is exercised when making decisions.

The pay alignment across the business

The Company aims to provide a remuneration package that is market competitive, complies

withany statutory requirements and is applied fairly and equitably across the wider employee

population. Where remuneration is not determined by statutory regulation, the Company

operates the same core principles as it does for Executive Directors, namely:

We remunerate people in a manner that allows for stability of the business and the opportunity

for sustainable long-term growth.

We seek to remunerate fairly and consistently for each role with due regard to the

marketplace, internal consistency and our ability to pay.

Our bonus schemes have evolved to ensure all our employees have the opportunity to be

appropriately rewarded for the achievement of our goals. Performance measures and targets

arealigned to our vision ’to be the UK’s leading local pub company’ and cascade as

appropriate, from Executive Directors down to pub level.

Participation in the LTIP is extended to the senior management team in line with the policy for

Executive Directors. Share ownership is encouraged and shareholding requirements apply to

theExecutive Committee and Leadership Group. We also encourage long-term employee

engagement through the offer of an all-employee share plan to all employees of the Group

whomeet a minimum service requirement.

How employee views are taken into account

Salary, benefits and performance-related rewards provided to employees are taken into account

when setting policy for Executive Directors’ remuneration. We engage with our employees

regularly through engagement surveys and other mechanisms.

Annually, in October, a paper is submitted to the Committee by the HR Director summarising the

outcome of any annual reviews made to the wider workforce (which includes all employees except for

the majority of pub-based employees who have their remuneration rate set by statute rather than the

market). This paper is taken into account when setting Executive Directors’ remuneration effective from

the start of October for the following 12 months.

In addition, and where relevant, a similar paper is submitted in October covering the decisions

taken by the Executive Committee relating to bonus payments for employees within the wider

workforce. This is taken into consideration by the Committee when approving bonus awards for

Executive Directors.

How shareholder views are taken into account

In considering the operation of the Policy, the Committee will take into account the published

remuneration guidelines and specific views of shareholders and proxy voting agencies.

The Committee is committed to open and transparent dialogue with shareholders and welcomes

feedback on Executive and Non-executive Directors’ remuneration.

The Committee will consult with our larger shareholders, where considered appropriate, regarding

changes to the operation of the Policy and when the Policy is being reviewed and brought to

shareholders for approval. Furthermore, the Committee will consider specific remuneration concerns or

matters raised at any time by shareholders.

During FY2025, we engaged with our 20 largest investors as well as Institutional Shareholder

Services (ISS), Investment Association (IA) and Glass Lewis to understand their views on our

proposed new Policy and the proposed implementation in FY2026. The outcome of this shareholder

consultation isset out in the Chair’s annual statement.

Aims

The Policy is designed to ensure that Executive Directors are provided with sufficient remuneration

tomotivate each individual with incentives that are aligned to strategy and encourage enhanced

performance. The Committee believes that variable pay should only be earned for achievement

against stretching targets. It will continue to ensure that targets provide an appropriate balance

between motivating and rewarding Executive Directors to deliver stretching but sustainable

performance, without encouraging excessive risk taking.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 40

Directors’ Remuneration Policy continued

Aims continued

The table below and the accompanying notes describe the Policy for ExecutiveDirectors.

Base salary

Purpose and

link tostrategy

Core element of fixed remuneration, reflecting the individual’s role and experience.

Operation Usually reviewed annually and fixed for 12 months commencing 1 October.

While Executive Directors are contractually entitled to an annual review of their salaries,

there is no entitlement to an increase as a result of this review.

Salary levels are determined by the Committee taking into account a range

offactors,including:

role, experience and performance of the individual;

underlying performance of the business;

alignment with salary increases across the wider workforce;

prevailing market conditions; and

external benchmarks for similar roles at comparable companies.

Opportunity Salary increases are reviewed in the context of salary increases across the wider workforce.

The Committee considers any increase which is out of line with these very carefully and such

increases may be awarded where there is a reason to do so, taking into account relevant

factors. These circumstances may include but are not limited to:

increase in scope and responsibility of the role;

development and performance in the role (including that, if a newly appointed Executive

Director’s salary is positioned below a market rate, it may be increased to a market rate over

such period as the Committee considers appropriate); or

a salary falling significantly below market positioning as determined bytheCommittee.

Performance

metrics

Not applicable, although the individual’s contribution and overall performance are

considerations in determining the level of any salary increase.

Benefits

Purpose and

link to strategy

Ensures the overall package is competitive.

Operation Executive Directors receive benefits in line with market practice which currently include a car

allowance, private medical insurance and life assurance.

Other benefits may be provided based on the role and individual circumstances. These may

include, for example, relocation and travel allowances.

Opportunity Set at a level which the Committee considers appropriate against the market and which

provides a sufficient level of benefit based on individual circumstances.

Performance

metrics

Not applicable.

Retirement

benefits

Purpose and

link tostrategy

Contributing to savings to deliver appropriate income in retirement.

Operation Executive Directors are eligible to participate in the defined contribution pension scheme (or

such other pension plan as may be deemed appropriate).

In appropriate circumstances, Executive Directors may receive a salary supplement instead of

contributions into a pension plan.

Opportunity Pension contributions (or an equivalent cash allowance) will not exceed the pension

contributions available to the majority of the workforce (which is currently 3% of salary).

Performance

metrics

Not applicable.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 41

Directors’ Remuneration Policy continued

Annual bonus

Purpose and

link to strategy

Rewards performance against targets which support the strategic direction of the Group.

Compulsory deferral into shares aligns Executive Directors with shareholder interests and

provides a retention element.

Operation Performance measures and applicable targets are set annually and any payout is normally

determined by the Committee after the period end, based on performance. The Committee has

discretion to vary the bonus payout should any formulaic output not reflect its assessment of overall

business performance or not be appropriate in the context of circumstances that were unexpected

or unforeseen at the start of the bonus year.

One third of any bonus paid (after tax) will normally be used to purchase shares which the

Executive Director must normally hold for three years.

Recovery provisions apply, as referred to below.

Opportunity The maximum annual bonus opportunity is 125% of base salary.

Performance

metrics

Performance measures are determined each year reflecting the business priorities that

underpin Group strategy.

At least 50% of the award will be based on financial performance measures aligned to

theGroup’s financial key performance indicators. The balance of the bonus opportunity

may be based on non-financial objectives such as the delivery of strategic/individual/

ESGobjectives.

No more than 20% of each relevant portion of the annual bonus is normally payable for

delivering a threshold level of performance, and no more than 50% is normally payable for

delivering a target level of performance (where the nature of the performance metric allows

such an approach).

There is usually straight-line vesting between the threshold and target performance levels and

between target and maximum performance levels.

Long Term Incentive Plan (LTIP)

Purpose and

link to strategy

Incentivises Executive Directors to deliver against the Group’s strategy over the longer term.

Long-term performance targets and share-based remuneration support the creation of

sustainable shareholder value.

Operation Awards of conditional shares or nil-cost options can be made with vesting dependent on the

achievement of performance conditions, normally over a three-year performance period. Vested LTIP

awards are normally subject to an additional holding period of two years before being released.

The Committee may grant nil-cost options in conjunction with a tax-advantaged option granted

under the tax-advantaged schedule to the LTIP (a ‘Linked Nil-Cost Option’). This linking

arrangement gives the participant and the Group the opportunity to benefit from the tax treatment

available in respect of tax-advantaged options without increasing the pre-tax value delivered to

the participant.

The Committee has discretion to vary the formulaic vesting output applying to any LTIP award

where it believes the outcome does not reflect the Committee’s assessment of overall business

performance or is not appropriate in the context of circumstances that were unexpected or

unforeseen at the date of grant.

LTIP awards may (where permissible) carry a right to a separate payment (in cash or shares)

equalto the value of dividends that would have been received on the shares over the vesting

period (and holding period if structured as a nil-cost option). The payment may assume the

reinvestment of the dividends.

Recovery provisions apply as referred to below.

Opportunity The maximum award size will be 200% of base salary in respect of any financialyear.

For the reasons above, if an LTIP award is granted as a Linked Nil-Cost Option, the shares

subject to the tax-advantaged option to which it is linked will not count towards this limit.

Performance

metrics

The vesting of LTIP awards is subject to the satisfaction of performance targets set by theCommittee.

Performance measures will be determined by the Committee for each LTIP award in line with

the long-term business strategy and KPIs. Threshold performance under each metric will result

in no more than 25% of that portion of the award vesting. The Committee will regularly review

the performance conditions and targets to ensure they are aligned to the Company’s strategy

and remain challenging and reflective of commercial expectations. Financial or shareholder

return targets will apply to the majority of an award.

All-employee share plan

Purpose and

link to strategy

To provide alignment with Group employees and to promote share ownership.

Operation The Executive Directors may participate in any all-employee share plan operated by

the Company.

Opportunity The value of shares over which awards may be granted will be in line with the relevant

legislative limits.

Performance

metrics

Not applicable.

Aims continued

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 42

Directors’ Remuneration Policy continued

Shareholding guidelines

Purpose and

link to strategy

To provide alignment with shareholders’ interests.

Operation During employment

Executives are required to build up and retain a shareholding equivalent to 200% of their

base salary.

Until the shareholding requirement is met, Executive Directors will normally be required to retain

50% of the net of tax shares they receive under any incentive plan.

Post-employment

Any Executive Director leaving the Company will normally be expected to retain the lower

of the shares held at cessation of employment and shares to the value of 200% of salary,

for a period of two years. The Committee will have discretion to amend the requirement

inexceptional circumstances.

Opportunity Not applicable.

Performance

metrics

Not applicable.

Recovery provisions (malus and clawback)

Annual bonus awards and LTIP awards are subject to recovery provisions which may be applied

for up to two years following the payment in the case of the annual bonus, and for up to two

years following vesting in the case of an LTIP award. These provisions may be applied in the

following circumstances:

a material misstatement of the Company’s audited financial results;

a material failure of risk management by, or corporate failure of, the Company, any member of

the Company’s group (the “Group”) or a relevant business unit;

the Remuneration Committee determining that the relevant Participant or former Participant has

been guilty of serious misconduct;

serious reputational damage to the Company, any Group member or a relevant business unit

as a result of the Participant’s misconduct or otherwise;

an error in assessing a Performance Condition applicable to the Award; and

in the case of recovery before vesting, other relevant circumstances at the discretion oftheCommittee.

Malus and clawback may be applied to any tax-advantaged option granted under the LTIP to the

extent permitted by the applicable tax legislation.

Non-executive Director fees

Purpose and link to strategy Non-executive Director fees are set at a level that reflects market conditions and

is sufficient to attract individuals with appropriate knowledge and experience.

Operation Fees are reviewed as required and amended to reflect market positioning and

any change in responsibilities.

The Committee recommends the remuneration of the Chair to the Board. Fees

paid to Non-executive Directors are determined and approved by the Board

as a whole.

The Non-executive Directors do not participate in the annual bonus plan or

any ofthe Group’s share incentive plans. Non-executive Directors may be

eligible to receive benefits such as the use of secretarial support, travel costs

or other benefits that may be appropriate (and may be reimbursed for any tax

liability thereon).

Fees may be payable in cash or shares.

Opportunity Fees are set taking into account a range of factors including the level of fees

paid to Non-executive Directors serving on boards of similar-sized UK-listed

companies and the time commitment and contribution expected for the role.

Non-executive Directors receive a basic fee and an additional fee for further

duties (for example chairing a Committee, Senior Independent Director

responsibilities or holding the position of Non-executive Director responsible

for workforce engagement).

Performance metrics Not applicable.

The Committee reserves the right to make any remuneration payments and payments for loss of

office notwithstanding that they are not in line with the Policy set out above, where the terms of the

payment were agreed before this Policy came into effect or, at a time when the relevant individual

was not a Director of the Company (or other person to whom this Policy applies) and, in the

opinion of the Committee, the payment was not in consideration for the individual becoming

aDirector of the Company (or other such person).

For these purposes the term ‘payments’ includes the Committee satisfying awards of variable

remuneration and, in relation to an award over shares, the terms of the payment are agreed at

thetime the award is granted.

Aims continued

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 43

Directors’ Remuneration Policy continued

Explanation of performance metrics chosen

Performance measures are selected to reflect the Group’s strategy. Stretching performance

targets are set each year for the annual bonus and long-term incentive awards. In setting these

performance targets the Committee will take into account a number of different reference points

which may include the Group’s business plans and strategy and the market environment.

The Committee retains the discretion to adjust or set different performance measures or targets if

events occur which cause it to determine that the measures are no longer appropriate, and that

amendment is required so that they achieve their original purpose. Such events may include a

change in strategy, a material acquisition and/or a divestment of a Group business or a change

in prevailing market conditions.

Discretion

The Committee can exercise discretion in a number of areas when operating the Company’s

incentive schemes, in line with the relevant rules of the schemes and, where relevant, HMRC

guidance and the legislation relating to tax-advantaged schemes. These areas include (but are not

limited to):

the choice of participants;

the size of awards in any year (subject to the limits set out in the Policy table above);

the extent of payments or vesting in light of the achievement of the relevant performance conditions;

determination of ‘qualifying leavers’ and the treatment of outstanding awards (subject to the

provisions of the scheme rules and the Policy provisions); and

the treatment of outstanding awards (other than tax-advantaged options on a change of control).

Operation of share plans

The Committee may amend the terms of awards and options under the Group’s share plans in

accordance withthe plan rules in the event of a variation of the Company’s share capital or a

demerger, special dividend or other similar event or otherwise in accordance with the rules of those

plans. Shares awards granted under any such plan may be settled (in whole or in part) in cash where

permitted, although the Committee would only do so where the particular circumstances made it

appropriate – for example, where there is a regulatory restriction on the delivery of shares.

Illustration of application of the Policy

The charts on the following page show the relative split of remuneration between fixed pay (base

salary, benefits and pension) and variable pay (annual bonus and LTIP) for each Executive Director

on the basis of minimum remuneration, remuneration receivable for performance in line with the

Company’s expectations and maximum remuneration (including and excluding share price

appreciation of 50% on the LTIP award).

In illustrating the potential reward, the following assumptions have been made:

Minimum: Comprises fixed pay only using the salary on 1 October 2025; the benefits value has

been assumed to be equivalent to that included in the single figure calculation on page 47 and

a3% company pension contribution.

On-target: Fixed pay plus a bonus pay-out at 50% of maximum and LTIP vesting at 50% of face value.

Maximum: Comprises fixed pay and assumes full payout under the annual bonus and LTIP vesting

at 100% of face value.

Maximum performance with share price appreciation of 50%: the maximum scenario assumes

50% share price growth on the LTIP award from the date of grant to vesting.

Justin Platt (£’000)

Stephen Hopson (£’000)

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 44

Minimum Annual Bonus LTIP LTIP value with 50% share price growth

£1,600

£1,400

£1,200

£1,000

£800

£600

£400

£200

£0

Minimum On target Maximum Maximum (with 50%

Share Price increase)

£402k

£824k

£1,245k

£1,480k

100.0% 48.8% 32.3% 2 7. 2%

22.8%

30.1% 25.3%

28.4%

37. 6% 31. 7%

15.8%

£3,500

£3,000

£2,500

£2,000

£1,500

£1,000

£500

£0

Minimum Annual Bonus LTIP LTIP value with 50% share price growth

Minimum On target Maximum Maximum (with 50%

Share Price increase)

£670k

£1,540k

£2 , 411k

£2,886k

100.0% 43.5% 27. 8 % 23.2%

25.7%

32.8%

27. 4%

30.8%

39.4% 32.9%

16.5%

Directors’ Remuneration Policy continued

Recruitment remuneration policy

Executive Directors

When setting remuneration packages for new Executive Directors, pay will be set in line with the

Policy outlined above. In determining appropriate remuneration, the Committee will take into

consideration all relevant factors (including the quantum and nature of remuneration) to ensure

the arrangements are in the best interests of Marston’s and its shareholders.

Salary Base salary will be set at a level appropriate to the role and experience of

the Executive Director being appointed. This may include agreement on future

increases up to an appropriate market rate as determined by the Committee, in

line with experience and/or responsibilities and subject to good performance,

where it is considered appropriate.

Pension and benefits Pension and benefits will be provided in line with the Policy.

Relocation Appropriate costs and support will be covered if the recruitment requires

relocation of the individual.

Annual bonus New joiners may receive a pro-rated annual bonus based on their employment

as a proportion of the financial year subject to a maximum opportunity of

125% of base salary. Targets may be different to those set for other Executive

Directors if the Committee deems this appropriate.

LTIP Grants under the LTIP will be made in line with the Remuneration Policy in the

year of joining, subject to the maximum award limit of 200% of base salary.

For the avoidance of doubt, in the case of an internal promotion, legacy

arrangements should be allowed to continue including continuation of the plan

the individual is in for the year of joining if required.

Buyout awards For external appointments, the Committee (if it is considered appropriate) may

make an award to ‘buy-out’ incentive awards that will be forfeited on leaving

a previous employer. To the extent possible buyout awards will be made on

a broadly like-for-like basis. In doing so the Committee will take account of

relevant factors including the vehicle (i.e. cash or equity), the performance

conditions attached to vesting, the vesting schedule and the likelihood of

vesting of the forfeited incentives. The Committee would seek to incorporate

buyout awards in line with the Company’s remuneration framework as far

as is practical. However, the Committee may consider other components for

structuring the buyout, including cash or share awards, restricted stock awards

and share options where there is a commercial rationale for doing so.

Non-executive Directors

Fees payable to a newly appointed Chair or Non-executive Director will be in line with the fee

policy in place at the time of appointment.

Service contracts and policy on payment for loss of office

The Executive Directors have service contracts requiring 12 months’ notice of termination from

either party as shown below.

Non-executive Directors, including the Chair, do not have service contracts and are not entitled

to compensation for loss of office. Their appointments are governed by letters of appointment,

typically for a three year term, and are approved by shareholders on initial election and subject

to annual re-election thereafter. For administrative purposes, letters of appointment include

indicative notice periods to facilitate an orderly transition.

Name Commencement date Unexpired term remaining as at 1 October 2025

Justin Platt 10 January 2024 Terminable on 12 months’ notice

Stephen Hopson 8 September 2025 Terminable on 12 months’ notice

Bridget Lea 1 September 2019 Fixed term expiring on 31 August 2026 (subject to renewal) and

terminable on one month’s notice

Ken Lever 8 July 2024 Fixed term expiring on 7 July 2027 (subject to renewal) and

terminable on six months’ notice

Octavia Morley 1 January 2020 Fixed term expiring on 31 December 2026 (subject to renewal) and

terminable on one month’s notice.

Rachel Osborne 23 January 2024 Fixed term expiring on 22 January 2027 (subject to renewal) and

terminable on one month’s notice.

Nick Varney 1 July 2022 Fixed term expiring on 30 June 2028 (subject to renewal) and

terminable on one month’s notice.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 45

Directors’ Remuneration Policy continued

Service contracts and policy on payment for loss of office continued

The principles on which the determination of payments of loss of office will be approached are summarised below:

Provision Treatment upon loss of office

Payment in lieu of notice

Payments to Executive Directors upon termination of their contracts will be equal to base salary plus the value of core benefits for the duration of the notional notice period.

They will also be entitled to pension contributions for the duration of the notional notice period or the requisite cash allowance equivalent.

The Executive Director will normally have a duty to seek alternative employment and any outstanding payments will be subject to offset against earnings from any new role.

A de minimis value of £1,000 will apply for reporting purposes.

Annual bonus

‘Qualifying leavers’ will normally be eligible to receive an annual bonus at the usual time with performance measured at the usual time. The annual bonus will normally be

pro-rated for service during the financial year. Any bonus earned will normally be paid in cash and shares in line with the current Policy.

‘Non-qualifying’ leavers will not normally be eligible to receive an annual bonus.

Shares subject to a holding period will normally be released at the normal time.

LTIP

The treatment of any award under the LTIP would be determined based on the leaver provisions contained within the LTIP rules.

Awards are forfeited on cessation of employment except for ‘qualifying leavers’ (where awards vest subject to performance conditions and are normally scaled back pro

rata to the proportion of the performance or vesting period served).

Shares subject to a holding period will normally be released at the normal time.

Change of control

There are no enhanced contractual provisions on a change of control.

Upon a change of control incentive awards will usually vest subject to performance conditions. Pro-rating for time, to reflect the proportion of the performance period that

has elapsed, will ordinarily apply to LTIP awards. The Committee retains the discretion to waive pro-rating for time. Awards may vest on a similar basis on the occurrence

of any other relevant event.

Other payments

Payments may be made in the event of loss of office under the all-employee scheme (which is governed by its respective rules and the applicable tax legislation and does

not provide for discretionary treatment). The Committee reserves the right to make any other payments in connection with a Director’s cessation of office or employment

where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement

of any claim arising in connection with the cessation of a Director’s office or employment. Any such payments may include but are not limited to payments in respect of

accrued holiday pay, outplacement and legal fees and other relevant benefits.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 46

Annual report on remuneration

This part of the Directors’ remuneration report sets out how we have implemented our current

Remuneration Policy (the “Policy”) during the period ended 27 September 2025. Sections in the

report not specifically stated as audited are not subject to audit.

Executive Directors

Total remuneration payable (audited)

Period ended

27September 2025

Salary

Benefits

Pensions

Other

Total

fixed

Bonus

Long-term

incentives

Total

variable

Total

Stephen Hopson 24,148 982 724 – 25,853 – – 0 25,853

Hayleigh Lupino 422,066 13,500 12,662 – 448,228 – – 0 448,228

Justin Platt 618,000 18,093 18,540 – 654,633 525,300 – 525,300 1,17 9,9 3 3

Period ended

28September 2024

Salary

Benefits

Pensions

Other

Total

fixed

Bonus

Long-term

incentives

Total

variable

Total

Hayleigh Lupino 409,773 13,500 12,293 – 435,566 287, 619 90,362 377, 9 81 813 ,54 7

Justin Platt 434,783 13,054 5,797 – 453,634 380,342 – 380,342 833,976

Andrew Andrea 83,457 2,344 2,504 – 88,305 58,578 113,599 172 ,177 260,482

1. Private medical insurance benefits are unchanged, but premiums may vary from year to year. Benefits include a car allowance, private medical

insurance and life assurance.

2. Executive Directors receive a pension contribution of 3% of salary, in line with the wider workforce.

3. LTIP values included in the Total remuneration payable for the period ended 28 September 2024 comparative figures have been updated to

reflect the actual market value of the LTIP awards that vested on 6 December 2024, of £0.428. The share price was £0.6705 at the time of grant

of the award. Therefore, none of the value of the award is due to share price appreciation.

Annual bonus FY2025

Performance against the measures to 27 September 2025 is set out below.

Performance metric Weighting

Threshold

(20% of

maximum)

Target

(50% of

maximum)

Maximum

(100%of

maximum) Actual

% of

maximum

opportunity

Revenue 20% £906m £ 919m £932m £897.9m 0%

Group EBITDA 40% £198m £203m £208m £205.1m 28%

Group recurring free cash flow 20% £44m £48m £52m £53.2m 20%

Reputation score 20% 801 805 810 816 20%

Bonus outturn 68%

Bonus awarded 68%

Annual bonus outcome

Executive Director % salary Value £

Deferral into

Hayleigh Lupino

0 0 N/A

Justin Platt

85% 525,300 One third

Stephen Hopson

– – –

1. One third of any bonus paid (after tax) will be deferred into shares, which the Director must normally hold for a period of three years.

2. Hayleigh Lupino forfeited any entitlement to an annual bonus in respect of FY2025.

3. Justin Platt was eligible for a maximum bonus opportunity of 125% of salary.

4. Stephen Hopson was appointed with effect from 8 September 2025 and was not eligible for an annual bonus in respect of FY2025.

LTIP awards vesting in respect of performance during FY2025(audited)

The FY2023 LTIP award was granted in December 2022 and the three-year performance period

ended on 27 September 2025.

Performance metric Weighting

Threshold at

25%

Maximum

100% vesting Actual LTIP vesting

Underlying PBT in FY2025 30% £72.0m £87.0m £72.1m 7.5% out of 30%

Net cash flow (three-year aggregate) 30% £130.0m £164.0m £195.5m 30% out of 30%

Return on Capital Employed¹

(three-year average)

20% 6.5% 7.3% 6.9% 12.5% out of 20%

TSR vs FTSE 250 (excluding Investment

Trusts)

20% Median Upper quartile Below median 0% out of 20%

Total outcome 50% out

of100%

maximum

1. ROCE: calculation average capital employed over 5 years. ROCE is underlying EBIT exclusive of income from associates expressed as a

percentage of capital employed.

The December 2022 awards will vest in December 2025, with the shares subject to a two-year

holding period.

Former Executive Directors

Number of

shares granted

Number of

shares due to vest Total £

Andrew Andrea

2,036,176 481,074 192,430

Hayleigh Lupino

1,085,960 0 0

1. The share price was £0.381 at the time of the award, compared to the three-month average share price of £0.40 to 27 September 2025.

Therefore, 4.99% of the value of the award is due to share price appreciation.

2. Value of shares based on a three-month average share price of £0.40 to 27 September 2025.

3. The number of shares due to vest has been pro-rated to reflect the period of service during the performance period for the award.

4. Hayleigh Lupino’s December 2022 LTIP award lapsed in full on 30 September 2025 when her employment with the Company ended.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 47

Annual report on remuneration continued

Executive Directors continued

LTIP awards granted during FY2025 (audited)

The following LTIP awards were granted on 5 December 2024 as nil-cost options.

Percentage

of salary

Number of nil-cost

options granted

Face value

at grant

% of award

vesting at

threshold

Hayleigh Lupino

125 % 1,225,511 £527,582 25%

Justin Platt 150% 2,153,310 £927,000 25%

1. Calculated using the mid-market share price at date of grant of £0.4305.

2. Hayleigh Lupino’s award lapsed on 30 September 2025, when her employment with the Group ended.

3. The performance period for this award comprises the FY2025-FY2027 financial periods. The holding period for this award comprises the

FY2028 and FY2029 financial periods.

The awards will vest subject to the satisfaction of performance metrics set out below:

Measure Weighting

Threshold

(25% vest)

Maximum

(100% vest)

Underlying PBT in FY2027 40% £80m £100m

Operating margin 30% 17.2% 19%

Relative TSR vs FTSE SmallCap (excluding Investment Trusts) 30% Median Upper quartile

1. Straight-line vesting applies between threshold and maximum.

Non-executive Directors

Total remuneration (Chair and Non-executive Directors) (audited)

Base

fee

Committee

Chair

SID

FY2025

Total

FY2024

Total

Bridget Lea 60,646 – – 60,646 58,880

Ken Lever 220,000 – – 220,000 51, 014

Octavia Morley 60,646 10,927 10,927 82,500 80,098

Rachel Osborne 60,646 10,927 – 71, 573 48,088

Nick Varney 60,646 – – 60,646 58,880

1. The maximum authority for Non-executive Directors’ fees (in aggregate), as outlined in our Articles of Association, is £750,000 a year, as

approved by shareholders at our 2017 AGM.

Interests in ordinary shares (audited)

The beneficial interests of the Non-executive Directors and their connected persons in the share

capital of the Company are shown below:

As at

27 September

2025

As at

28 September

2024

Bridget Lea 86,703 86,703

Octavia Morley 25,000 25,000

Ken Lever 280,000 280,000

Rachel Osborne 141,067 141,067

Nick Varney 317,882 317,882

Payments for loss of office and to past Directors (audited)

No payments were made for loss of office or to past Directors during the reporting year.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 48

Annual report on remuneration continued

Total shareholder return chart and CEO remuneration history

The graph below shows the value, at 27 September 2025, of £100 invested in the Company on

5October 2015 compared to the value of £100 invested in the FTSE All Share Index. The FTSE All

Share Index has been selected as a comparator because the Company is a member of that index.

Total remuneration of the CEO over the past 10 financial periods is shown below. The annual

bonus payout and LTIP vesting level as a percentage of the maximum opportunity are also shown.

Year Name

Total

remuneration

Annual bonus

(% maximum)

LTIP vesting

(% of maximum)

FY2025 Justin Platt 1,179,933 68% N/A

FY2024 Justin Platt 833,976 70.19% N/A

FY2023 Andrew Andrea 656,725 0% 0%

FY2022 Andrew Andrea 783,654 14 % 40%

FY2021 Ralph Findlay 711 , 612 0% 0%

FY2020 Ralph Findlay 592,423 0% 0%

FY2019 Ralph Findlay 722,432 0% 0%

FY2018 Ralph Findlay 807,665 17.7% 0%

FY2017 Ralph Findlay 803,303 20% 0%

FY 2016 Ralph Findlay 1,008,320 40% 21 %

1. Justin Platt was appointed as CEO and a Director with effect from 10 January 2024. Andrew Andrea stepped down as CEO and as a Director

with effect from 17 November 2023, having been appointed as CEO from 3 October 2021. Ralph Findlay stepped down from the Board and

retired from the Group as CEO on 2 October 2021.

2. The performance conditions were achieved at a level such that 11.2% of the 2016/17 LTIP would have vested. However, the Executive Directors

waived their rights to this award.

5 Oct

2015

30 Sep

2016

29 Sep

2017

28 Sep

2018

27 Sep

2019

2 Oct

2020

1 Oct

2021

30 Sep

2022

29 Sep

2023

27 Sep

2024

26 Sep

2025

250

200

150

100

Marston’s TSR FTSE All Share TSR

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 49

Annual report on remuneration continued

Change in remuneration of Directors’ and employee pay

The table below shows the percentage change in the Directors’ salary, benefits and annual bonus over the last five financial years. This is then compared to the wider workforce. It was agreed that all

employees of the Group should be included in the comparison. Marston’s PLC does not have any direct employees, as all employees within the Group are employed by a wholly owned subsidiary

company, Marston’s Trading Limited.

Current Directors Former Director

Wider workforce Justin Platt Stephen Hopson

Ken Lever Bridget Lea Octavia Morley Rachel Osborne Nick Varney Hayleigh Lupino

Salary/fees

FY2025 and FY2024 6.8% 3% N/A 0% 3% 3% 3% 3% 3%

FY2024 and FY2023 8.1% N/A N/A N/A 3% 3% N/A 3% 3%

FY2023 and FY2022 4.7% N/A N/A N/A 3% 3% N/A 3% 3%

FY2022 and FY2021 11.1% N/A N/A N/A 2.7% 8.7% N/A N/A N/A

FY2021 and FY2020 2.9% N/A N/A N/A 0% 0% N/A N/A N/A

Taxable benefits

FY2025 and FY2024 See note 3 0% N/A – – – – – 0%

FY2024 and FY2023 See note 3 N/A N/A – – – – – 0%

FY2023 and FY2022 See note 3 N/A N/A – – – – – 0%

FY2022 and FY2021 See note 3 N/A N/A – – – – – N/A

FY2021 and FY2020 See note 3 N/A N/A – – – – – N/A

Annual bonus FY2025 and FY2024 (3.8%) 38.1%

N/A – – – – – N/A

FY2024 and FY2023 See note 5 N/A N/A – – – – – 100%

FY2023 and FY2022 See note 5 N/A N/A – – – – – N/A

FY2022 and FY2021 See note 5 N/A N/A – – – – – N/A

FY2021 and FY2020 See note 5 N/A N/A – – – – – N/A

1. Salary/fee reviews for the Executive Directors, Non-executive Directors and salaried workforce are effective 1 October. However, whilst Marston’s accounting reference date is 30 September, the Group reports on a 52-week basis and, therefore, the period end date changes from year to year. The year-on-year

comparisons in the table above are based on the salaries/fees applying with effect from 1 October. Average employee change to salary is calculated by reference to the mean of employee pay. The majority of pub-based employees have their remuneration set by statute rather than the market.

2. Where the incumbent did not serve for the full year, the calculation has not been made as it is unrepresentative. Stephen Hopson was appointed CFO effective 8 September 2025.

3. No changes to benefits policy. Premiums for private medical insurance may vary from year to year. Eligibility to receive the individual benefits under the policy may be determined by an employee’s role or length of service, where applicable.

4. The bonus earned by Justin Platt, in respect of FY2024, was on a pro-rata basis due to joining part way through the year. The bonuses earned for FY2024 and FY2025 were calculated with reference to the base salary for the relevant FY. Whilst there has been an increase in the cash bonus amount,

thepercentage outturn for FY2025 of 68% was (3.1%) lower than 70.19% in respect of FY2024.

5. No bonuses were payable in respect of FY2023, based on Group performance, (with the exception of operational bonuses and discretionary payments earned by a small number of employees), therefore a comparison with bonuses earned in respect of FY2024 is not meaningful. This also applies to

comparisons between FY2023, FY2022, FY2021 and FY2020.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 50

Annual report on remuneration continued

CEO pay ratio

The tables below show how the CEO’s single total figure of remuneration compares with the

equivalent figures for UK employees whose remuneration was ranked at the 25th percentile, 50th

percentile and 75th percentile.

Year Method

25th percentile

pay ratio

50th percentile

pay ratio

75th percentile

pay ratio

FY2025 Option B 54:1 50:1 47:1

FY2024

Option B 56:1 52:1 49:1

FY2023 Option B 36:1 34:1 31:1

FY2022 Option B 46:1 45:1 40:1

FY2021 Option B 47:1 44:1 43:1

1. The CEO pay ratio for FY2024 was calculated based on the aggregate pay of Justin Platt and Andrew Andrea.

Component

CEO

25th percentile

50th percentile

75th percentile

Base salary 618,000 21,944 23,795 25,293

Total remuneration 1,179,933 21,944 23,795 25,293

We have chosen Option B which uses the hourly rate data from the most recent Gender Pay Gap

reporting. This represents the most efficient and robust method to determine the respective pay

ratios. The 2025 gender pay gap data is used to identify the employees falling at the relevant

percentile. Total remuneration is then calculated for FY2025. To ensure year-on-year methodology

and reporting is consistent, we have removed any variances in the total remuneration package for

employees sitting at each of the percentiles as, for example, not all employees contribute to a

pension scheme or receive a bonus. Necessary adjustments are then made to ensure that the 25th,

median and 75th percentile employees are reasonably representative for FY2025. The employee

percentiles were determined by reference to 5 April 2025.

A substantial proportion of the CEO’s total remuneration is performance-related and delivered

inshares. The ratios will depend significantly on the CEO’s annual bonus and long-term incentive

outcomes and may fluctuate year-on-year. The Company considers the median pay ratio is

consistent with the Group’s wider policies on employee pay, reward and progression.

Relative importance of spend on pay

The table below demonstrates the relative importance of the Group’s expenditure on total

employee pay compared to dividend payments to shareholders.

FY2025 FY2024 % change

Dividend payments

£0m £0m –

Total employee pay

£199.5m £208.8m (4.45%)

1. No distributions by way of share buybacks were made to shareholders during the FY2025 or FY2024 financial years.

2. Excluding non-underlying items.

External appointments for Executive Directors

Executive Directors are permitted to take up external appointments, subject to approval by the

Board, and are allowed to retain any fees received.

Executive Directors’ share interests (audited)

Each Executive Director is required to build and retain a shareholding with a value equal to two

times salary. To achieve these holdings under the current Policy, Directors are required to retain

50% of the net of tax shares they receive under the annual bonus and LTIP, until the guidelines are

satisfied. Shares subject to vested LTIP awards which are in a holding period count towards this

guideline (on a net of assumed tax basis) and deferred bonus shares also count towards the

shareholding guideline.

As at 27 September 2025, Justin Platt held shares worth 31% of base salary, Stephen Hopson

held 0% of base salary and Hayleigh Lupino held 35% of base salary in shares.

In assessing the extent to which the guidelines are satisfied, shares are valued at the end of the

relevant financial period. Once the required holding has been achieved, any change in the share

price is disregarded when assessing the value attributed to shares already held.

Executive Directors’ share interests as at 27 September 2025

Shares owned outright

Share options

Not subject to performance Subject to performance

Executive

Director

At 27

September

2025

At 28

September

2024 Unvested

Vested

but

unexercised Unvested

Vested

but

unexercised

Shareholding

requirement

(% of salary)

Actual %

of salary

holding

Hayleigh

Lupino 373,800 198,517 – 40,909

4,068,768 211, 12 6 200% 35%

Justin Platt 495,786 347,886 – – 5,435,361 – 200% 31 %

Stephen

Hopson – – – – – – 200% 0%

1. The table above includes the holdings of persons connected with each of the Directors.

2. All scheme interests are structured as nil-cost or tax-advantaged options.

3. The 40,909 vested share options are Sharesave options.

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 51

Annual report on remuneration continued

Executive Directors’ share interests (audited) continued

Executive Directors interests in share options as at 27 September 2025

Grant date

Brought forward

28 September 2024 Granted

Exercised

/vested Cancelled /lapsed

Carried forward

27 September 2025

Exercise price

£ Vesting date Release date

Hayleigh Lupino LTIP 2019

17,550 – 17,550 – – Nil 2022 2024

Dec 2021

720,078 – 211, 126 508,952 211,126 Nil 2024 2026

2022

1,085,960 – – – 1,085,960 Nil N/A N/A

Mar 2024

1,552,169 – – – 1,552,169 Nil N/A N/A

205,128 – – – 205,128 0.2925 N/A N/A

Dec 2024

_ 1,225,511 – – 1,225,511 Nil N/A N/A

Sharesave June 2022 40,909 – – – 40,909 0.44 2025 N/A

Justin Platt LTIP Mar 2024

3,076,923 – – – 3,076,923 Nil 2026 2028

205,128 – – – 205,128 0.2925 2026 2028

Dec 2024

– 2,153,310 – – 2,153,310 Nil 2027 2029

1. Awards granted annually in December, unless otherwise stated.

2. The performance conditions applying to the FY2020 LTIP are set out on page 67 of the 2020 Directors’ Remuneration Report.

3. The performance conditions applying to the FY2022 LTIP are set out on page 67 of the 2021 Directors’ Remuneration Report.

4. The performance conditions applying to the FY2023 LTIP are set out on page 94 of the 2022 Directors’ Remuneration Report.

5. The performance conditions applying to the FY2024 LTIP are set out on page 70 of the 2023 Directors’ Remuneration Report.

6. The performance conditions applying to the FY2025 LTIP are set out on page 47 in this report.

7. The exact release date will be confirmed when the date of the relevant preliminary results announcement is known and the associated closed

period ends.

8. The aggregate gain for Hayleigh Lupino in the year from the exercise of awards granted under the Long Term Incentive Plan in December 2019

was £7,608 based on the share price on the date of exercise of £0.4335. Hayleigh retained all of the resulting shares. Hayleigh will retain the

vested December 2021 LTIP award, in accordance with the rules of the scheme, until the normal release date. The post-employment shareholding

requirement will apply to any shares acquired on the exercise of this award. Outstanding unvested awards under the Long Term Incentive Plan

lapsed on 30September 2025.

9. Stephen Hopson was appointed to the Board on 8 September 2025. As at the date of this report, no share options have been granted to Stephen.

There have been no further changes to the Directors’ share interests and interests in share options

between 27 September 2025 and 21 November 2025 (being the latest practical date prior to

the date of this report).

Implementation of the Policy in FY2026

The section below sets out the implementation of the Policy in FY2026 which has been set in line

with the Policy to be put to shareholders at the 2026 AGM.

Base salary

As set out in the Chair’s annual statement on page 37, a 2.4% increase has been applied to the

CEO’s base salary. No increase has been applied to the CFO’s base salary due to time in role.

Base salary

FY2025

Base salary

FY2026

Stephen Hopson 375,000 375,000

Justin Platt 618,000 633,000

Annual bonus

Bonus opportunities for the CEO (up to 125% of salary) and CFO (up to 100% of salary) are

unchanged from the previous year.

As set out in the Chair’s annual statement, the bonus structure remains unchanged with an 80:20

split between financial and non-financial metrics, all aligned to the key elements of our pub

operating model.

Operating model element Performance measure % weighting for FY2026

Revenue growth Revenue 20%

Cost efficiency EBITDA 40%

Recurring free cash flow 20%

Guest satisfaction Reputation score 20%

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 52

Annual report on remuneration continued

Implementation of the Policy in FY2026 continued

Annual bonus continued

The Directors consider that the annual bonus targets for FY2026 are commercially sensitive. The

Committee will continue to disclose how the bonus payout delivered relates to performance

against the targets in next year’s report. Whilst performance measures are unchanged, the

Reputation score will move from an end of year score to an average score over the financial year.

One third of any bonus paid will be deferred into shares which must be held for three years.

LTIP

LTIP grant levels will remain unchanged, with the CEO receiving an LTIP grant of 150% of base

salary and the CFO an LTIP grant of 125% of base salary.

The extent to which the LTIP awards will vest will be determined by the performance measures

listed below:

Weighting

Threshold

25% vesting

Maximum

100% vesting

Underlying Profit Before Tax in FY2028 40% £87m £118m

Operating margin 30% 18.2% 19.6%

Relative Total Shareholder Return vs FTSE SmallCap (excl. the

following sectors: Oil, Gas and Coal, Basic Resources, Banks,

Financial Services and Investment Trusts) 30% Median Upper quartile

1. Straight line vesting applies between threshold and maximum.

New CFO – Replacement awards in respect of awards forfeited from previous

employment

Stephen Hopson will be granted buyout awards following his appointment as CFO to replace

awards forfeited from his previous employment upon leaving. An overview of the awards to be

granted is provided below, with further details to be provided in next year’s report once the

awards have been granted.

Stephen has foregone his annual bonus for the period of time worked at his previous employer

during FY2025 and has also forfeited his deferred bonus and outstanding LTIP awards. In line

with our recruitment policy and as part of the discussions regarding Stephen joining, the

Committee agreed to replicate the FY2025 bonus foregone, deferred bonus and LTIP awards

being forfeited as closely as possible, taking into account the nature of the deferred remuneration

forfeited, the performance conditions, the expected value and the time over which they would

have vested or been paid.

As such, the FY2025 annual bonus foregone at his previous employer will be payable on the

basis that the original financial targets are achieved, subject to the same cash and deferred

shares mix as per the policy at his previous employer.

Stephen’s deferred bonus awards will be replaced with Marston’s shares, to be held beneficially,

and subject to the equivalent holding period that applied to the original awards.

Stephen’s forfeited FY2023 and 2024 LTIP awards will be replaced with equivalent awards

granted under the Marston’s PLC LTIP, based on the value of the original awards. These awards

will vest on the same date as his original 2023 and 2024 Topps Tiles plc LTIP awards would have

vested, subject to the original performance conditions and will be subject to two-year post-vesting

holding periods. Clawback will also apply, if circumstances at his former employer give rise to

clawback at that company. With regards to his forfeited 2025 Topps Tiles plc LTIP award,

Stephen will not receive a replacement award in the same way as his other forfeited LTIP awards

but will instead receive an award under the Marston’s PLC LTIP in 2025, which is subject to the

performance conditions set out on page 47 of this report.

We have ensured that all of the buyout arrangements are strictly like-for-like and are no more

than necessary to ensure Stephen’s successful recruitment.

Non-executive Director remuneration

A 2.4% increase has been applied to the base fee, and additional fees, for Non-executive

Directors (in line with the increase for the CEO and that of the wider salaried workforce). The fees

that apply from 1 October 2025 are set out below.

FY2025 FY2026

Chair’s fee £220,000 £225,280

Non-executive Director basic fee £60,646 £62,101

Additional fee for:

Chair of the Audit Committee £10,927 £11,189

Chair of the Remuneration Committee £10,927 £11,189

Senior Independent Director £10,927 £11,189

Approval

This Remuneration report was approved by the Board of Directors on 25 November 2025 and

signed on its behalf by the Remuneration Committee Chair.

Octavia Morley

Chair of the Remuneration Committee

25 November 2025

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 53

Directors’ report

This report contains additional information which the Directors are required by law and regulation

to include within the Annual Report and Accounts. This section, along with the information from

the Corporate governance report on page 27 to the Statement of Directors’ responsibilities on

page 56, constitutes the Directors’ report in accordance with the Companies Act 2006.

Reporting requirement Section of the Annual Report and Accounts

Dividends Strategic report on page 12

Board of Directors Pages 29 and 30

Greenhouse gas emissions and carbon reporting Strategic report on page 19 and our Impact Report

Modern Slavery statement Available at marstonspubs.co.uk/responsibility

Financial instruments Note 25 to the Financial statements on pages 93 to 98

Section 172(1) Statement Page 5

Stakeholder engagement Strategic report on pages 14 and 15

Corporate governance statement Page 27

Strategic report Pages 1 to 26

Going concern and Viability statement Note 1 to the Financial statements on page 71

Disclosures Comments

Political donations No donations were made for political purposes in the UK

or EU.

Events after balance sheet No post-balance sheet events were identified at the date

ofthis report.

Employee information

The average number of employees within the Group is shown in Note 5 to the financial statements

on page 81.

We have a responsibility to create and foster safe environments where our teams and guests feel

a sense of belonging, feel respected and feel valued for who they are. We are taking steps to

ensure that everyone feels included. That means creating a culture where we embrace different

perspectives, backgrounds and ideas. Above all, we want our pubs and Pub Support Centre to

be a place where everyone feels like they can be themselves. More information on our People

and inclusion at Marston’s can be found on our website and in our 2025 Impact Report.

Directors’ indemnities and insurance

The Company maintains Directors’ and Officers’ Liability Insurance in respect of legal action that

might be brought against its Directors and Officers. The Company has indemnified each of its

Directors and other Officers of the Group against certain liabilities that may be incurred as a

result of their position. These indemnities were in place for the whole of the period ended

27September 2025, and as at the date of the report. There are no indemnities in place for

thebenefit of the external Auditor.

Directors’ powers

Under the Articles of Association, the Directors have authority to allot ordinary shares subject

tothe aggregate set at the 2025 Annual General Meeting (AGM). The Company was also

givenauthority at its 2025 AGM to make market purchases of ordinary shares up to a maximum

number of 63,418,120 shares. Similar authority will again be sought from shareholders at the

2026 AGM. The powers of the Directors are further described in the Corporate governance

report on pages 27 and 28.

Share capital and shareholder voting rights

As at 21 November 2025, being the last practicable date prior to publication of this Report, the

Company’s issued share capital consisted of 660,362,194 issued ordinary shares. Details of the

Company’s issued share capital and of the movements during the period are shown in Note 28 to

the Financial statements on page 100. The Company has one class of ordinary shares and one

class of preference shares. On a poll vote, ordinary and preference shareholders have one vote

for every 25 pence of nominal value of ordinary and preference share capital heldin relation to

all circumstances at general meetings of the Company. The issued nominal value of the ordinary

shares and preference shares is 100% of the total issued nominal value ofall share capital.

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are

both governed by the general provisions of the Articles of Association and prevailing legislation.

The Directors are not aware of any agreements between holders of the Company’s shares that

may result in restrictions on the transfer of securities or on voting rights.

Details of employee share schemes are set out in Note 27 to the Financial statements on page 99.

Where shares are held on behalf of the Company’s share schemes, the trustees have waived their

right to vote and to dividends. No person has any special rights of control over the Company’s

share capital, and all issued shares are fully paid.

Significant shareholders

Notifications of the following voting interests in the Company’s ordinary share capital have been

received by the Company (in accordance with DTR 5). The information shown was correct at the

time of disclosure. However, the date received may not have been within the current financial

reporting period and the percentages shown (as provided at the time of disclosure) have not been

recalculated based on the issued share capital at the period end. It should also be noted that

these holdings may have changed since the Company was notified, however, notification of any

change is not required until the next notifiable threshold is crossed. Subsequent to the year-end,

Bradley Louis Radoff has disclosed information (in accordance with DTR 5) on 28 October 2025,

disclosing an indirect interest over 5,627,125 voting rights (3.00%).

Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 54