Marks & Spencer Regulatory News (MKS)

Director/PDMR Shareholding

Marks and Spencer Group plc (the 'Company') announces that on 9 December 2022 it was notified of the following transactions in the Company's Ordinary 1p shares undertaken by directors / persons discharging managerial responsibility ('PDMRs'):

1. Performance Share Plan Award 2022/23

The Performance Share Plan ('PSP') continues to be the Company's primary long-term incentive plan for executives. As a result, an award of 859,537 shares under the PSP was made on 9 December 2022 to an incoming PDMR of the Company, Alex Freudmann, Managing Director, Food.

As with the awards granted on 5 July 2022 to our other PDMRs, this award has been granted as conditional shares, the vesting of which is subject to the continued employment of the participant and satisfaction of certain performance conditions, as disclosed in the Company's 2022 Annual Report published on 7 June 2022. Specifically, the vesting of the award will depend on relative Total Shareholder Return (TSR), the Company's Earnings Per Share (EPS), Return on Capital Employed (ROCE) and strategic measures over a fixed three-year performance period starting on the first day of the financial year in which the award was granted.

On vesting, the award is subject to an additional, mandatory two-year holding period, making a total period of five years post grant. The value of dividends accrued, in the form of dividend equivalents, will be paid at the end of the period (third anniversary) based on the number of vested shares. No consideration was paid for the grant of the award. For the purposes of this award, a share price of £1.3961 was used, being the five-day average share price immediately preceding the July grant date of 5 July 2022.

2. Restricted Share Plan Award

Alex Freudmann has also been granted an award of conditional shares under the Company's Restricted Share Plan ('RSP'). This award compensates, on a fair value basis, the share awards forfeited on resigning from his role with Endeavour Group. The fair value has been calculated to take account of the original performance period and the estimated satisfaction of the performance conditions of the original awards. The original vesting timeline for the first tranche of this award has been extended by eight months. The vesting of the final tranche of the award has been aligned to the Company's 2021 PSP awards and is subject to satisfaction of the same performance conditions, as disclosed in the Company's 2021 Annual Report published on 2 June 2021.

The value of dividends accrued, in the form of dividend equivalents, will be paid on the vesting date based on the number of vested shares. No consideration was paid for the grant of the award and no price is payable on the exercise of the award. The Company requires Alex Freudmann to have an equity position equivalent to 100% of salary within 5 years of appointment. For the purposes of this award, the five-day average share price immediately preceding the date of grant of £1.2227 was used for the first tranche. For the final tranche of the award, a share price of £1.5267 was used, being the five-day average share price immediately preceding the 2021 PSP grant date of 29 June 2021.

3. Restricted Share Plan Vesting

Vesting of an award granted on 6 July 2020 to Stuart Machin under the Company's Restricted Share Plan ('RSP'), and subsequent sale of shares to satisfy the tax and National Insurance liabilities arising as set out below.

The award, as previously announced on 6 July 2020, was a conditional share award of 100,000 shares vesting in two tranches over three years, subject to Stuart's continued employment with the Company. This vesting is the first of the two tranches. Following his appointment in May 2022 as CEO, the Company requires Stuart Machin to have an equity position equivalent to 250% of salary within 5 years of appointment.

The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulations.