Director/PDMR Shareholding

RNS Number : 9063H

Marks & Spencer Group PLC

26 June 2013

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 26 June 2013 that on 24 June 2013 the following awards under the Marks and Spencer Group Deferred Share Bonus Plan were made to the following PDMRs of the Company:

Directors	Allocation of Deferred Bonus Shares (See Note Below)
Marc Bolland	94,822
John Dixon	62,471
Steve Rowe	50,457
Steve Sharp	60,701
Alan Stewart	56,310
Laura Wade-Gery	53,684

Note: The above awards were made under the Company's Annual Bonus Scheme for 2012/13. 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 (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 £4.37

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 2012/13 incorporated a mixture of group profit before tax, and individual performance.

2. Performance Share Plan
It was confirmed on 26 June 2013 that on 24 June 2013 the following awards under the Marks and Spencer Group Performance Share Plan were made to PDMRs of the Company:

Directors	Allocation of Performance Shares (See Note Below)
Marc Bolland	557,780
John Dixon	343,249
Steve Rowe	300,343
Alan Stewart	331,235
Laura Wade-Gery	315,789

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 at the end of period (third anniversary) 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 £4.37

3. Shareholdings of PDMRs

Directors	Total Holding of Ordinary Shares	Total Percentage Holding in the Company
Marc Bolland	495,290	De minimis
John Dixon	276,399	De minimis
Steve Rowe	226,572	De minimis
Steven Sharp	540,781	De minimis
Alan Stewart	51,622	De minimis
Laura Wade-Gery	118,324	De minimis