EGM Statement

Marks & Spencer Group PLC
22 October 2004


Marks & Spencer General Meeting
Friday 22 October, 2004


Chairman's speech

At the Extraordinary General Meeting today of Marks and Spencer Group plc, the
Chairman, Paul Myners, is to give the following statement:

Good morning ladies and gentlemen and welcome to this Marks & Spencer
Extraordinary General Meeting of Shareholders. I am Paul Myners, the Chairman of
the Board of your Company.

I would like to thank you for attending today. We appreciate the time and effort
that you have taken to come here - particularly so soon after we gathered for
the Annual General Meeting. It is warming to see so many familiar faces in the
audience.

Firstly, I would just like to run through some housekeeping points: Kevin Lomax
and Anthony Habgood, two of our non executive directors, are not able to be with
us today as they, unfortunately, had prior commitments before the date of this
EGM was confirmed.

Secondly, please can I ask you to turn off your mobiles during the meeting and,
in the case of an emergency, can I point out that the fire exits are towards the
centre of the auditorium, in between the red and blue seating areas.

Back to the meeting: the main purpose of today is to seek your approval for the
plans to return £2.3bn to shareholders, via a tender offer. The details of this
have been circulated to you and are summarised in your Notice of Meeting.

After my opening remarks there will be time for you to ask questions before we
proceed to the formal part of the meeting, the votes.

The tender offer is one part of the plan to restore the company's fortunes as
laid out on 12th July and which Stuart Rose, your Chief Executive, covered at
the AGM.

At the heart of this plan was a determination to get things right for our
customers: better stores, better product, better service, better supply chain
and better retailing skills. In everything that we do, we want to return to our
core values of: Quality, Value, Service, Innovation and Trust.

Progress has already and continues to be made on our plans: the first objective
was to reduce costs and drive efficiency - this is well underway. We have called
a halt to the failed Lifestore experiment; we have bought per una and the sale
of M&S Money to HSBC was given clearance by the Office of Fair Trading last
week.

We have also started work on changing our buying to deliver better products for
our customers. You will see the results of this work in our merchandise through
next year.

Trading was difficult when the new management team arrived in the Summer - the
result of inherited product and execution. The impact of this legacy has
continued to be felt, as was demonstrated in our Sales figures for the period to
2nd October, which were reported on 12th October.

At that time, we also provided guidance on the un-audited 1st half Group Profit
Before Tax and Exceptionals to ensure that all our shareholders have full
information within the tender offer period.

We will further update the market on progress on 9th November when we release
our half year figures.

Marks & Spencer is a great business with enormous potential to deliver
significant value for you, its shareholders. But turning round a company like
Marks & Spencer cannot happen overnight - this is a large business and it
requires major change. You cannot see everything that is going on behind the
scenes but I can attest to the scale of the work that the new team has underway.
But it will take time to come through.

Now let me turn to your Board's proposal to return money to shareholders. Most
questions from investors have been about the offer structure and the price. Let
me first explain why we are returning capital.

Your Company has a strong balance sheet. With the proceeds of the M&S Money
sale, our financial structure will be biased towards equity. It is in
shareholders' interest that the Company is financed with an appropriate mix of
debt and equity. The tender will lower the Company's cost of capital and improve
financial and fiscal efficiency. This will help us create economic value. It
will also increase the rate for growth in earnings per share.

Next: the mechanism for the return. Your Board looked at a range of methods for
returning money to you, our shareholders. The tender offer route was chosen
because it treats all shareholders equally. All eligible shareholders can
participate but none are compelled to participate. You can choose to keep some,
or all of your shares. The choice is entirely yours.

It was judged to be the best way to adjust your Company's capital structure in a
relatively short period of time. If we do not achieve the return of the full
£2.3 billion through the tender offer we would look to return the balance by
alternative methods.

Moving on to price. Some people have asked why, if the Board rejected a possible
bid from Mr. Green with a figure of up to 400p a share, the tender offer is
priced in a range of 332p to 380p a share.

I'd like to explain. A potential offer for all the Company's shares is one
thing. A move to repurchase a significant proportion of equity, leaving the rest
in your hands, is entirely different. In the former, the shareholders should
receive a premium for giving up control of their company; in the latter, the
Board must be mindful not to transfer value from continuing holders to exiting
holders. As far as the possible bid was concerned, the Board concluded that the
proposal of no more than 400p a share was a significant undervaluation of your
business.

Our rejection of Mr. Green's potential offer was not a promise to return the
share price to 400p in a matter of months. No responsible Board could make such
a promise. The rejection was about the value of your investment over the longer
term - as our plan begins to bear fruit.

Some investors have asked why the documentation is so complicated and long. All
I can say is that that is a very good question - but one that needs to be
addressed to the regulators, not us. Believe me; we did our very best to keep it
all as straightforward as possible.

On an administrative note, the deadline for receiving your applications under
the tender offer is today at 3pm. If you want to take part but have not yet sent
in your forms, you can hand them in today via the post box next to shareholder
enquiries on the first floor of this conference centre. We will ensure that they
get to the right place at the right time.

The next stage in this process will come by Tuesday 26th October when we will
expect to announce the results of the tender offer. Notifications of
successfully tendered shares and cheques for those shares sold will be posted at
the end of next week. This is the largest Tender offer made in the UK by a
company for its own shares and it is probably worth pointing out some features
of the process.  The announcement will state the take up of the tender offer and
the strike price.  But, it is up to our larger shareholders to tell us of any
notifiable change in their holding and we would expect to have a clearer view on
this as next week progresses.

Finally, before I take your questions, let me remind everyone. Marks & Spencer
is a business with significant strengths; it has a strong brand; a large
customer following; a leading market share and a great store portfolio. Our
people are motivated and skilled. Our passion to win is strong and getting
stronger.

These strengths, coupled with our plans for the future - of which this tender
offer forms an important part - will enable Stuart and his team to restore the
fortunes of this great business.

Now I will take your questions, both from private and institutional
shareholders. The subject of today's business is the tender offer so please
frame your questions with that in mind. Other questions can be directed to the
customer and shareholder desks.

And, as I said at the AGM, I personally welcome feedback from you at any time -
either in the shape of letters or directly by my e-mail address which is
[e-mail]. We also have a shareholder helpline number that
you can call which is 0845 6090810 .

A poll vote was then taken on the 2 resolutions.

Please note that the Registrars are required to make a final audit check at the
end of the meeting and, therefore, the poll results displayed will be
indicative. The confirmed results will be announced later today via the London
Stock Exchange and will be available on the company's website at
www.marksandspencer.com

Resolution One:

I propose a Resolution that the Company be authorised to make market purchases
of ordinary shares pursuant to the tender offer.

Resolution Two:

I propose a Resolution that the Company be generally authorised to purchase its
own shares, replacing the authority granted by shareholders at the AGM.

Before I close the meeting, I just want to talk to you about a commitment I made
to you at the AGM to explore how we could best reward those loyal shareholders
who are also customers.

As a result, we have decided to issue vouchers annually, giving discounts on
purchases at M&S. In August we sent Cafe Revive and Spend and Save vouchers to
our shareholders for the first time. These have proved extremley popular.

We have been fairly challenged by those who hold their shares in nominee
accounts and who did not receive the vouchers. We value all our investors;
however they choose to hold our shares. We are working with nominees to ensure
that we can include their clients next time.

Ladies and gentlemen, that concludes the business of the meeting.

A summary of the questions and answers from the EGM will be available on the
company's website at www.marksandspencer.com.



Contacts:

Marks and Spencer Group plc

Investor Relations:
Amanda Mellor           [phone]
Damian Evans            [phone]
Press Office:           [phone]

Cazenove & Co. Ltd      [phone]
Duncan Hunter
Richard Wintour
Emma John
Jonathan Wilcox



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