Marks & Spencer Regulatory News (MKS)

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

Deferred Share Bonus Plan - 2015/16 award

It was confirmed on 24 June 2016 that on 22 June 2016 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 2015/16. 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 2. 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 (third anniversary). 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 £3.558

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 2015/16 incorporated a mixture of group profit before tax, corporate financial measures and individual performance.

2 Patrick Bosquet-Chavanne award is structured as conditional shares which vest on the third anniversary of grant.

3. Shareholdings of PDMRs

The above holdings are at 24 June 2016, 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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