Bradley L. Radoff Announces Vote AGAINST the Reelection of Marston’s PLC’s Non-Executive Directors

Believes the Board Must Be Held Accountable at the Upcoming AGM for Failing to Return Capital to Shareholders

HOUSTON–(BUSINESS WIRE)–Bradley L. Radoff, who collectively with his affiliates owns approximately 3% of the outstanding common shares of Marston’s PLC (LSE: MARS) (“Marston’s” or the “Company”), today issued the following open letter to shareholders regarding Mr. Radoff’s decision to vote against the reelection of the Company’s five non-executive members of the Board of Directors (the “Board”) at the upcoming Annual General Meeting (“AGM”): Chair Ken Lever, Octavia Morley, Rachel Osborne, Bridget Lea and Sir Nick Varney.

Fellow Shareholders,

I am a major shareholder of Marston’s, with an approximately 3% stake in the Company. I am writing to you to announce that I have decided to use my vote at the upcoming AGM to hold the Board accountable for its persistent refusal to act in shareholders’ best interests. Specifically, I voted my shares against the reelection of the Company’s non-executive directors, Ken Lever, Octavia Morley, Rachel Osborne, Bridget Lea and Sir Nick Varney.

Late last year, I had multiple conversations with Marston’s Board Chair and management during which I stressed the importance of initiating a capital return program. Specifically, I advocated for a share repurchase program, with the Company’s share price trading at a more than 60% discount to net asset value (“NAV”) at the time.

Disappointingly, when the Company announced its preliminary results for fiscal year 2025 in late November, not only was there no commencement of a dividend or share buyback – but the Company vaguely stated that “shareholder returns are expected to commence once leverage reduces below 4.0x.”¹ The fact that the Company could not even be bothered to provide a timeline for this indicates the leadership’s indifference toward the subject. Marston’s operates in a mature, highly cash-generative business and owns a significant majority of its estate – shareholders in this type of a business expect some cash return.

I also note that the Company’s directors own a paltry 0.21% of Marston’s and do not act like owners.² While there have been negative returns for long-term shareholders, the Company recently approved a capex-intensive program and ceased selling non-core properties. The Board claims to be focused on “disciplined investment and deleveraging”³ – if the Board was truly interested in delivering value for long-suffering shareholders, it could have heeded my simple and measured suggestion to immediately commence capital returns to shareholders and increase them only as it deleverages. The Board also could have prioritized the sale of non-core real estate if it wanted to accelerate deleveraging.

If Board members are congratulating themselves for the recent increase in the Company’s share price, the embarrassing reality is that this recent outperformance is based off a crashed price. The share price continues to trade at a massive discount to the most recently disclosed per share NAV of £1.25 (and likely £1.40+ at the end of this calendar year). The Board cannot be content when the Company has delivered negative returns over the past five, seven and 10 years.

It is my belief that non-executive Chair Ken Lever is being strongly influenced by his relationship with Aberforth Partners LLP (“Aberforth”), the Company’s largest shareholder. Aberforth introduced Mr. Lever to the Company to fill the Board Chair role⁴ and has been a large shareholder at other companies where Mr. Lever held a high-level board position. Based on my due diligence, I believe that Aberforth does not support a buyback, which helps to explain why the Company has resisted doing one. If Aberforth supported a buyback, it would happen.

By voting against the reelection of all five non-executive directors at the upcoming AGM, I hope that the Company will revisit its capital allocation framework to accelerate shareholder returns and maximize long-term value for those that have actually invested in the Company.

Sincerely,

Bradley L. Radoff

Contacts

Greg Lempel

[email protected]