Marks & Spencer Regulatory News (MKS)

Marks and Spencer Group Plc (the 'Company') Notification of Transactions Of Directors/Persons Discharging Managerial Responsibility

1. Deferred Share Bonus Plan

It was confirmed on 21 June 2012 that on 18 June 2012 the following awards under the Marks and Spencer Group Deferred Share Bonus Plan were made to the following PDMRs of the Company:

Note:  The above awards were made under the Company's Annual Bonus Scheme for 2011/12. This required executive directors to defer 50% of their bonus earned into shares in the Deferred Share Bonus Plan. This award was granted as a nil cost option, where a participant will normally be entitled to exercise their award and receive free shares between the third and tenth anniversary of grant. There will be no match paid against these deferred shares, although the value of dividends accrued, in the form of dividend equivalents will be paid at the end of the period. No price is payable on the exercise of the award. For the purposes of this calculation, the grant was made at a share price of £3.251. 

The Annual Bonus Scheme is designed to focus and reward executives for specific operational improvements which will drive the Company's performance. The targets for the Company are determined annually by the Remuneration Committee and for 2011/12 incorporated a mixture of group profit before tax, and individual performance.

2. Performance Share Plan
It was confirmed on 21 June 2012 that on 18 June 2012 the following awards under the Marks and Spencer Group Performance Share Plan were made to PDMRs of the Company:

Note: This award was granted as a nil cost option, where a participant will normally be entitled to exercise their award and receive free shares between the third and tenth anniversary of grant, subject to the extent to which performance conditions have been satisfied and their continuing employment. The vesting of the award will depend on the Company's earnings per share (EPS), return on capital (ROCE) and Revenue performance over a fixed three-year performance period starting on the first day of the financial year in which the award was granted. The value of dividends accrued, in the form of dividend equivalents, will be paid following the third anniversary of grant based on the number of vested Shares. No consideration was paid for the grant of the award. No price is payable on the exercise of the award. For the purposes of this award, the grant was made at a Share price of £3.251

3. Shareholdings of PDMRs

The above holdings are at 21 June 2012, being the date of this announcement, and include holdings for Connected Persons.

The above information has been disclosed under DTR 3.1.4

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