Director/PDMR Shareholding

RNS Number : 0798U

Marks & Spencer Group PLC

24 July 2015

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

1. Performance Share Plan
It was confirmed today that 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	456,974
Helen Weir	276,527
Patrick Bousquet-Chavanne ¹	255,905
Steve Rowe	260,826
Laura Wade-Gery	266,451

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 ¹. The vesting of the award will depend on the Company's Earnings Per Share (EPS), Return On Capital Employed (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 £5.334.

¹Patrick Bousquet-Chavanne's award is structured as conditional shares which vest on the third anniversary of grant.

3. Shareholdings of PDMRs

Directors	Total Holding of Ordinary Shares	Total Percentage Holding in the Company
Marc Bolland	683,929	De minimis
Patrick Bousquet-Chavanne	2,000	De minimis
Steve Rowe	188,535	De minimis
Laura Wade-Gery	172,955	De minimis