Director/PDMR Shareholding

RNS Number : 2317C

Marks & Spencer Group PLC

24 June 2016

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:

Name of Participant	Value of Grant	Form of Award (Nil Cost Option / Conditional Award)	Maximum Number of Options / Shares
Steve Rowe	£115,195	Nil Cost Option	32,376
Patrick Bousquet-Chavanne	£182,910	Conditional Award	51,408
Laura Wade-Gery	£103,745	Nil Cost Option	29,158
Helen Weir	£309,750	Nil Cost Option	87,057

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.

²Patrick Bosquet-Chavanne 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
Steve Rowe	188,535	De minimis
Patrick Bousquet-Chavanne	99,070	De minimis
Laura Wade-Gery	172,955	De minimis
Helen Weir	25,000	De minimis