Director/PDMR Shareholding

RNS Number : 8537F

Marks & Spencer Group PLC

21 June 2012

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 21 June 2012 that on 18 June 2012 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	101,968
Kate Bostock	50,495
John Dixon	62,233
Steven Sharp	62,288
Alan Stewart	53,194
Laura Wade-Gery	37,442

Note: The above awards were made under the Company's Annual Bonus Scheme for 2011/12. 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. 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 £3.251.

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 2011/12 incorporated a mixture of group profit before tax, and individual performance.

2. Performance Share Plan
It was confirmed on 21 June 2012 that on 18 June 2012 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	749,769
Kate Bostock	467,548
John Dixon	432,174
Steven Sharp	519,071
Alan Stewart	436,019
Laura Wade-Gery	416,025

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 following the third anniversary of grant 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 £3.251

3. Shareholdings of PDMRs

Directors	Total Holding of Ordinary Shares	Total Percentage Holding in the Company
Marc Bolland	147,430	De minimis
Kate Bostock	187,243	De minimis
John Dixon	156,295	De minimis
Steven Sharp	397,044	De minimis
Alan Stewart	10,000	De minimis
Laura Wade-Gery	55,055	De minimis