Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

Marks and Spencer Group p.l.c.

MARKS AND SPENCER GROUP EXECUTIVE SHARE OPTION PLAN 2025

Approved by shareholders of the Company on [●] 2025.

Adopted by the Remuneration Committee of the Board of the Company on [●] 2025.

HMRC Reference (Part A only): [●]

The Plan is a discretionary benefit offered by Marks and Spencer Group p.l.c. for the benefit of employees of its group. Its purpose is to increase the interest of the employees in Marks and Spencer Group's business goals and results through share ownership. The Plan is an incentive for the employees' future performance and commitment to the goals of Marks and Spencer Group p.l.c.

Shares purchased or received under the Plan, any cash received under the Plan and any gains made by exercising options granted under the Plan are not part of salary for any purpose (except to any extent required by statute).

The remuneration committee of the board of Marks and Spencer Group p.l.c. has the right to decide, in its sole discretion, whether or not any options will be granted under the Plan and to which employees those options will be granted.

Participation in the Plan is an investment opportunity distinct from any employment contract and entails the risks associated with an investment. An individual who participates in the Plan is treated as being aware of such risks and accepts such risks of their own free will.

The detailed rules of the Plan are set out in this document.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

Rule	Page
PART A	1
1. Definitions and Interpretation	1
2. Eligibility	3
3. Grant of Options	3
4. Limits	6
5. Vesting and Exercise of Options	8
6. Leavers and deceased Participants	11
7. Takeovers and other corporate events	13
8. Adjustment of Options	17
9. Alterations	18
10. Miscellaneous	20
PART B	22
1. Definitions and Interpretation	22
2. Eligibility	23
3. Grant of Options	23
4. Limits	25
5. Reduction for Malus	27
6. Vesting and Exercise of Options	28
7. Leavers and deceased Participants	32
8. Takeovers and other corporate events	35
9. Adjustment of Options	37
10. Clawback	38
11. Alterations	40
12. Miscellaneous	42
Schedule 1	44
Schedule 2	45

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

PART A

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Board" means the board of directors of the Company or a duly authorised committee of it or appointed by it or a duly authorised person;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 7 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means Marks and Spencer Group p.l.c. (registered in England and Wales with registered number 4256886);

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

"Directors' Remuneration Policy" means directors' remuneration policy within the meaning of section 226A(1) of the Companies Act 2006;

"Early Vesting Date" means a date of notification referred to in Rule 7.1 (General offers), Rule 7.2 (Compulsory acquisition, schemes of arrangement and winding up) or the date of Vesting referred to in Rule 7.3 (Demergers and similar events);

"Grant Date" means the date on which an Option is granted;

"Group Member" means:

(a) a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;

(b) a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of the Companies Act 2006) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and

(c) any other body corporate in relation to which a body corporate within paragraph (a) or (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Board for this purpose;

"HMRC" means HM Revenue & Customs;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

"Market Abuse Regulation" means the Market Abuse Regulation (596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended from time to time;

"Normal Vesting Date" means the date on which an Option would normally become exercisable under Rule 5.1 (Timing of Vesting: Normal Vesting Date);

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

"Option" means a right to acquire Shares granted under the Plan;

"Participant" means a person who holds an Option including their personal representatives;

"Participating Company" means the Company or any Subsidiary of the Company and of which the Company has Control, and to which the Board has resolved that the Plan shall for the time being extend;

"Performance Condition" means a condition related to performance which is specified by the Committee under Rule 3.1 (Terms of grant);

"Plan" means the Marks and Spencer Group Executive Share Option Plan 2025 as amended from time to time;

"Restricted Period" means the period from the Grant Date to the Normal Vesting Date set by the Committee for the purposes of Rule 5.1 (Timing of Vesting: Normal Vesting Date) which shall be three years from the Grant Date unless the Committee otherwise determines at the Grant Date;

"Restriction" has the same meaning as in paragraph 36(3) of Schedule 4;

"Rule" means a rule of the Plan;

"Schedule 4" means Schedule 4 to ITEPA;

"Schedule 4 CSOP" means a plan under which any CSOP options granted are intended to meet the requirements of Schedule 4;

"Shares" means fully paid ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 16 to 18 of Schedule 4 (fully paid up, ordinary share capital) unless Rule 5.10 (Shares ceasing to satisfy Schedule 4 requirements) applies;

"Subsidiary" means a body corporate which is a subsidiary of another company, that is if that other company:

(a) holds a majority of the voting rights in it; or
(b) is a member of it and has the right to appoint or remove a majority of its board of directors; or
(c) is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it,

or if it is a subsidiary of a company which is itself a subsidiary of that other company;

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

"Tax Year" means a calendar year commencing on 6 April; and

"Vest" means an Option becoming exercisable and Vesting shall be construed accordingly,

and expressions not defined in this Part A of the Plan have the same meanings as they have in Schedule 4.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

1.2 The Options granted under this Part A are intended to meet the requirements of Schedule 4. In order for an Option to meet the requirements of Schedule 4, the Plan must be notified to HMRC by 6 July of the Tax Year following the Grant Date to the extent not already notified.

1.3 Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

1.4 Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.

2. ELIGIBILITY

2.1 General rule on eligibility

Subject to Rule 2.3 (Individuals not eligible), an individual is eligible to be granted an Option only if they are a full-time director or qualifying employee as defined in Rule 2.2 (Individuals eligible).

2.2 Individuals eligible

For the purposes of Rule 2.1 (General rule on eligibility):

(a) a full-time director is an individual who is a director of a Participating Company and is obliged to devote not less than 25 hours a week to the performance of the duties of their office or employment with that and any other Participating Company; and

(b) a qualifying employee is an employee of a Participating Company (except an employee who is a director of a Participating Company).

2.3 Individuals not eligible

An individual is not eligible to be granted an Option at any time when they are not eligible to participate in the Plan by virtue of paragraph 9 of Schedule 4 (material interest in a close company).

3. GRANT OF OPTIONS

3.1 Terms of grant

Subject to Rule 3.5 (Timing of grant), Rule 3.7 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Option on:

(a) the terms set out in Part A of the Plan; and

(b) such additional objective terms and conditions (whether the Performance Condition and/or any other terms or conditions including any post-Vesting and post-cessation holding requirements) as the Committee may specify,

to any person who is eligible to be granted an Option under Rule 2 (Eligibility).

Where the Company has in place a Directors' Remuneration Policy approved by the Company in a general meeting, the terms of an Option to be granted to any person who is a director of the Company must fall within the scope of the Directors' Remuneration Policy most recently approved by the Company in a general meeting or as otherwise permitted under Chapter 4A of the Companies Act 2006.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

3.2 Method of grant

An Option shall be granted by a deed executed by the Company. At the time an Option is granted the following terms must be stated as required by paragraph 21A of Schedule 4:

(a) the price at which Shares may be acquired by the exercise of the Option;

(b) the number and description of the Shares which may be acquired by the exercise of the Option;

(c) whether or not the Shares which may be acquired on the exercise of the Option may be subject to any Restriction and if so, the details of such Restriction;

(d) the times at which the Option may be exercised (in whole or in part); and

(e) the circumstances under which the Option will lapse or be cancelled (in whole or in part) including any conditions to which the exercise of the Option is subject (in whole or in part).

These terms may be varied after the grant of the Option, but only to the extent permitted by paragraph 21A of Schedule 4.

As soon as practicable after the grant of an Option, the grantor of the Option shall notify the relevant Participant of the matters set out in paragraph 21A of Schedule 4.

3.3 Method of satisfying Options

Unless specified to the contrary by the Committee on or before the time of grant of an Option, an Option may be satisfied:

(a) by the issue of new Shares; and/or

(b) by the transfer of treasury Shares; and/or

The Committee may decide to change the way in which it is intended that an Option may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).

3.4 Option price

The Committee shall decide before an Option is granted the price at which Shares may be acquired by the exercise of that Option, but the price shall not be less than:

(a) if Shares are quoted in the London Stock Exchange Daily Official List, the average of the closing middle-market price (as derived from the London Stock Exchange Daily Official List) during a period determined by the Committee not exceeding the 5 dealing days ending with the Grant Date or, if the Committee so determines, the closing middle-market price of the Shares (as derived from the London Stock Exchange Daily Official List) on the dealing day before the Grant Date provided any such dealing day(s) do not fall during a period when dealings in the Company's shares are prohibited under the Company's share dealing rules and provided that any Restrictions applicable to the Shares shall be disregarded;

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(b) if Rule 3.4(a) does not apply, the market value (within the meaning of Part VIII of the Taxation of Chargeable Gains Act 1992) of Shares, as agreed in advance for the purposes of the Plan with HMRC Shares Valuation, on the Grant Date (or such other day(s) as may be agreed with HMRC) provided that any Restrictions applicable to the Shares shall be disregarded; and

3.5 Timing of grant

Subject to Rule 3.7 (Approvals and consents), an Option may only be granted:

(a) within the period of 6 weeks beginning with:

(i) the date on which the Plan is approved by shareholders of the Company; or
(ii) the dealing day after the date on which the Company announces its results for any period; or
(iii) any day on which any changes to legislation or regulations affecting employee share plans are announced, effected or made; or

(b) at any other time when the Committee considers that circumstances are sufficiently exceptional to justify its grant.

An Option may not be granted:

(a) after 30 June 2035 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by shareholders of the Company); or
(b) at any time during which dealing in Shares is not permitted by the Market Abuse Regulation, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other UK or overseas regulation or enactment.

3.6 Non-transferability and bankruptcy

An Option granted to any person:

(a) shall not be transferred, assigned, charged or otherwise disposed of by them except on their death to their personal representatives and shall lapse immediately on any attempt to do so; and
(b) shall lapse immediately if they are declared bankrupt.

3.7 Approvals and consents

The grant of any Option shall be subject to obtaining any approval or consent required under the Market Abuse Regulation, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other UK or overseas regulation or enactment.

3.8 Confirmation of acceptance of Option

The Committee may require an individual who is (or is to be) granted an Option to confirm their acceptance of the Rules and the terms of any Option granted to them by a specified date. Such

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

confirmation will be in a manner and form set by the Board (which may require the individual to confirm acceptance on a portal or execute a document). The Committee may provide that the Option will lapse (and as a result be treated as never having been granted) if the confirmation of acceptance is not provided by the specified date, or provide that the Option will not Vest until they do so agree in writing.

3.9 CSOP reporting requirements

The Company shall give notice in the form specified by paragraphs 28A and 28B of Schedule 4 to HMRC including that Options granted under this Part A meet the requirements set out in Parts 2 to 6 of Schedule 4 and make any declarations in relation to amendments to key features (as defined in paragraph 28B(8) of Schedule 4) or variations under paragraph 22(3) of Schedule 4 to confirm that the requirements of Parts 2 to 6 of Schedule 4 continue to be met.

Options granted in a Tax Year in advance of notification of the Plan to HMRC in accordance with paragraph 28A of Schedule 4 will only fall within the provisions of the CSOP code (as defined under section 521(3) ITEPA 2003) if the Company notifies the Plan to HMRC by 6 July of the following Tax Year.

4. LIMITS

4.1 10 per cent. in 10 years limit

No Option shall be granted in any calendar year which would, at the time it is proposed to be granted, cause the number of Shares allocated (as defined in Rule 4.2 (Meaning of "allocated")) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

4.2 Meaning of "allocated"

For the purposes of Rule 4.1 (10 per cent. in 10 years limit):

(a) Shares are allocated:

(i) when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted; or

(ii) where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;

(c) for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as allocated.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

4.3 Post-grant events affecting numbers of allocated Shares

For the purposes of Rule 4.2 (Meaning of "allocated"):

(a) where:

(i) any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or

(ii) after the grant of an option, award or other contractual right the Committee determines that:

(bb) it shall be satisfied wholly or partly by the transfer of existing Shares (other than Shares transferred out of treasury),

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right from time to time or absolutely (as appropriate) shall not count as allocated; and

(b) the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

4.4 Changes to investor guidelines

Treasury Shares shall cease to count as allocated for the purposes of Rule 4.2 (Meaning of "allocated") if institutional investor guidelines cease to require such Shares to be so counted.

4.5 Individual limit

Subject to Rule 4.6 (HMRC limit), the maximum total market value of Shares (calculated as set out in this Rule) over which Options may be granted to any employee during any financial year of the Company shall be such percentage of salary (as defined in this Rule) as is set out in the Company's Directors' Remuneration Policy most recently approved by shareholders of the Company in general meeting or as otherwise permitted under Chapter 4A of the Companies Act 2006.

For the purpose of this Rule 4.5:

(a) an employee's salary shall be taken to be their base salary (excluding benefits in kind and any salary allowances which the Committee decides to exclude), expressed as an annual rate payable by the Participating Companies to them as at the Grant Date (or such earlier date as the Committee shall determine). Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Committee may reasonably select; and

(b) the market value of the Shares over which an Option is to be granted shall be calculated:

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(i) for an Option, as on the day(s) by reference to which the price at which Shares may be acquired by the exercise of that Option as determined under Rule 3.4 (Option price); and

(ii) for an option granted under any other Schedule 4 CSOP, as at the time when it was granted or, in a case where an agreement relating to the shares has been made under paragraph 22 of Schedule 4, such earlier time or times as may be provided in that agreement.

4.6 HMRC limit

No person shall be granted an Option which would, at the time it is granted, cause the total market value of the shares (calculated as set out in Rule 4.5(b)) which they may acquire:

(a) as a result of Options granted to them under Part A of the Plan; and
(b) as a result of options granted under any other Schedule 4 CSOP established by the Company or any of its associated companies (as defined in paragraph 35 of Schedule 4),

to exceed £60,000 (or such other limit as may from time to time be imposed by paragraph 6(1) of Schedule 4).

For the purpose of this limit:

(a) shares subject to an option which has been exercised, lapsed or renounced shall be disregarded; and
(b) if shares are subject to a Restriction, their market value (calculated as set out in Rule 4.5(b)) measured on the date of grant of the relevant option is to be determined as if they were not subject to a Restriction.

The Committee must not grant an Option to an individual without their prior agreement in writing if the result of granting the Option would be that a disqualifying event under section 536(1)(e) of ITEPA would arise in relation to any Enterprise Management Incentive options held by him.

4.7 Effect of limits

Any Option shall be limited and take effect so that the limits in this Rule 4 are complied with.

4.8 Restriction on use of unissued Shares and treasury Shares

No Shares may be issued or treasury Shares transferred to satisfy the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.2 (Meaning of "allocated") and adjusted under Rule 4.3 (Post-grant events affecting numbers of allocated Shares)) to exceed the limit in Rule 4.1 (10 per cent. in 10 years limit).

5. VESTING AND EXERCISE OF OPTIONS

5.1 Timing of Vesting: Normal Vesting Date

Subject to Rule 5.3 (Restrictions on exercise: regulatory and tax issues), an Option will Vest on the later of:

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(a) the date on which the Committee determines whether or not any Performance Condition and any other condition imposed on the Vesting of the Option has been satisfied (in whole or part); and

(b) the day after the end of the Restricted Period,

except where Rule 6 (Leavers and deceased Participants), Rule 7.1 (General offers), Rule 7.2 (Compulsory acquisition, schemes of arrangement and winding up) or Rule 7.3 (Demergers and similar events) applies.

5.2 Performance Conditions and other exercise conditions

An Option may only Vest and be exercised to the extent:

(a) that any Performance Condition is satisfied;

(b) as permitted by any other term or condition specified under Rule 3.1(b); and

(c) as permitted under Rules 6.5 (Leavers: reduction in number of Shares) and 7.7 (Corporate events: reduction in number of Vested Shares).

Where, under Rule 6 (Leavers and deceased Participants) or Rule 7 (Takeovers and other corporate events), an Option would (subject to the satisfaction of any Performance Condition) become exercisable before the end of the full period over which performance is measured under the Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Committee on such reasonable basis as it decides.

5.3 Restrictions on exercise: regulatory and tax issues

An Option will not Vest nor may it be exercised (as the case may be) unless the following conditions are satisfied:

(a) the Vesting and/or exercise of the Option (as the case may be), and the issue or transfer of Shares after such exercise, would be lawful in all relevant jurisdictions and in compliance with the Market Abuse Regulation, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment;

(b) where the Company has in place a Directors' Remuneration Policy, the Vesting and/or exercise of an Option held by a Participant who is or was a director of the Company must, where relevant, fall within the scope of the Directors' Remuneration Policy most recently approved by the Company in a general meeting prior to Vesting and/or exercise of the Option or as otherwise permitted under Chapter 4A of the Companies Act 2006;

(i) made a payment to the Group Member of an amount at least equal to the Company's estimate of the Tax Liability; or

(ii) entered into arrangements acceptable to the Board to secure that such a payment is made (whether by authorising the sale of some or all of the Shares on their behalf and the payment to the Group Member of the relevant amount out of the proceeds of sale or otherwise); and

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(d) the Participant has entered into such arrangements as the Committee requires to satisfy a Group Member's liability to social security contributions in respect of the exercise of the Option.

Where a Participant has given or received notice of termination of their directorship or employment with a Group Member (and regardless of whether such notice is as a result of lawful or unlawful termination of their office or employment) an Option granted to them shall not Vest (nor may they exercise an Option) during any period when the notice is effective and an Option granted to them shall not Vest during this period unless the Committee determines otherwise. If an Option would otherwise have Vested during this period, and the notice is withdrawn, the Option will Vest when the notice is withdrawn.

For the purposes of this Rule 5.3, references to Group Member include any former Group Member.

5.4 Restriction on exercise: material interest in a close company

A Participant shall not be eligible to exercise an Option at any time when they are not eligible to participate in Part A of the Plan by virtue of paragraph 9 of Schedule 4 (material interest in close company).

5.5 Long stop date for exercise

Subject to Rule 6.2 (Deceased Participants), an Option may not in any circumstances (and regardless of any other Rule) be exercised after the expiry of 10 years beginning with the Grant Date (or such shorter period beginning with the Grant Date as the Committee may have decided before the grant of that Option) and if not exercised shall lapse at the end of such period.

5.6 Exercise in whole or part

An Option may be exercised in whole or in part on any occasion.

5.7 Method of exercise

The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably, determines otherwise, any notice of exercise shall, subject to Rule 5.3 (Restrictions on exercise: regulatory and tax issues), take effect only when the Company receives it, together with:

(a) payment of the relevant price at which Shares can be acquired under the Option (or, if the Board so permits, an undertaking to pay that amount); and

(b) where applicable, payment relating to the Tax Liability in accordance with Rule 5.3 (Restrictions on exercise: regulatory and tax issues) or an agreement to secure that such a payment is made under arrangements acceptable to the Board.

5.8 Allotment and transfer timetable

Within 30 days after an Option has been exercised by a Participant, the Board shall allot to them (or a nominee for them) or, if appropriate, transfer or procure the transfer to them (or a nominee for them) of the number of Shares in respect of which the Option has been exercised.

10 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

5.9 Share rights

All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of allotment.

Where Shares are transferred under the Plan to Participants (or their nominee) after the exercise of an Option, Participants will be entitled to any rights attaching to such Shares by reference to a record date on or after the date of such transfer.

5.10 Shares ceasing to satisfy Schedule 4 requirements

The Shares subject to an Option must satisfy paragraphs 16 to 18 of Schedule 4 at the Grant Date. If at any time the Shares cease to satisfy the requirements of paragraphs 16 to 18 of Schedule 4 (fully paid up, ordinary share capital) after the Grant Date, subject to paragraph 25A7(B) of Schedule 4, the Option shall cease to be treated as granted or held in accordance with Schedule 4 but an Option may be exercised regardless of that fact (but subject to the other provisions of the Plan).

6. LEAVERS AND DECEASED PARTICIPANTS

6.1 Cessation of employment on or before the first anniversary of the Grant Date

If a Participant ceases to be a director or an employee of a Group Member on or before the first anniversary of the Grant Date of an Option for any reason (and regardless of whether such cessation is as a result of lawful or unlawful termination of their office or employment) then that Option shall lapse immediately on such cessation.

6.2 Deceased Participants

If a Participant dies after the first anniversary of the Grant Date at a time when either they are a director or employee of a Group Member or they are or may be entitled to exercise the Option under Rule 6.3 (Disability, retirement and transfer out of the Group) or Rule 6.4 (Cessation of employment in other circumstances), the following provisions apply:

(a) any Option granted to them that is already capable of exercise at the time of death shall, subject to Rules 5.3 (Restrictions on exercise: regulatory and tax issues) and 5.4 (Restriction on exercise: material interest in a close company), continue to be capable of exercise by their personal representatives for a period of 12 months after their death and if not exercised shall lapse at the end of that period;

(b) any other Option granted to them may, subject to Rule 5.2 (Performance Conditions and other exercise conditions) Rule 5.3 (Restrictions on exercise: regulatory and tax issues) and Rule 5.4 (Restriction on exercise: material interest in a close company) and Rule 6.5 (Leavers: reduction in number of Shares) be exercised by their personal representatives during the period of 12 months after their death and if not exercised shall lapse at the end of that period; and

(c) in both cases (a) and (b) above the period for exercise shall be shortened if Rule 7.2 (Compulsory acquisition, schemes of arrangement and winding up) applies in the event of a winding up of the Company.

11 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

6.3 Disability, retirement and transfer out of the Group

If a Participant ceases to be a director or an employee of a Group Member (and regardless of whether such cessation is as a result of lawful or unlawful termination of their office or employment) after the first anniversary of the Grant Date by reason of:

(a) disability, ill health or injury, evidenced to the satisfaction of the Committee;

(b) retirement with the agreement of their employer;

(c) a relevant transfer (within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006); or

(d) their office or employment being either with a company which ceases to be a Group Member or relating to a business or part of a business which is transferred to a person who is not a Group Member

the following provisions apply:

(e) any Option granted to them that is already capable of exercise at the date of cessation shall, subject to Rules 5.3 (Restrictions on exercise: regulatory and tax issues) and 5.4 (Restriction on exercise: material interest in a close company) and Rule 6.2 (Deceased Participants), continue to be capable of exercise for a period of 12 months after the date of cessation and if not exercised shall lapse at the end of that period;

(f) any other Option granted to them may, subject to Rules 5.3 (Restrictions on exercise: regulatory and tax issues) and 5.4 (Restriction on exercise: material interest in a close company), Rule 6.2 (Deceased Participants) and Rule 6.5 (Leavers: reduction in number of Shares) be exercised during the period of 12 months after the Normal Vesting Date and if not exercised shall lapse at the end of that period; and

(g) in both cases (e) and (f) above, the period for exercise shall (unless Rule 6.2 (Deceased Participants) applies) be shortened if Rule 5.5 (Long stop date for exercise), Rule 7.1 (General offers), Rule 7.2 (Compulsory acquisition, schemes of arrangement and winding up) or Rule 7.3 (Demergers and similar events) applies.

6.4 Cessation of employment in other circumstances

If a Participant ceases to be a director or an employee of a Group Member after the first anniversary of the Grant Date of an Option for any reason other than those specified in Rule 6.2 (Deceased Participants) and Rule 6.3 (Disability, retirement and transfer out of the Group) and regardless of whether such cessation is as a result of lawful or unlawful termination of their office or employment, the following provisions apply:

(a) any Option granted to them may not be exercised at all and shall lapse on such cessation unless the Committee, acting fairly and reasonably, decides it may be exercised under this Rule 6.4;

(b) if the Committee permits the Option to be exercised then it may, subject to Rules 5.3 (Restrictions on exercise: regulatory and tax issues) and Rule 5.4 (Restriction on exercise: material interest in a close company), Rule 6.2 (Deceased Participants) and Rule 6.5 (Leavers: reduction in number of Shares) be exercised during the period of 12 months after the Normal Vesting Date and if not exercised shall lapse at the end of that period; and

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(c) the periods for exercise referred to in Rule 6.4(b) above shall (subject to Rule 6.2 (Deceased Participants)) be shortened if Rule 5.5 (Long stop date for exercise), Rule 7.1 (General offers), Rule 7.2 (Compulsory acquisition, schemes of arrangement and winding up) or Rule 7.3 (Demergers and similar events) applies.

6.5 Leavers: reduction in number of Shares

Where an Option becomes exercisable under any of Rules 6.2 (Deceased Participants) to 6.4 (Cessation of employment in other circumstances) before the Normal Vesting Date, the Committee shall determine the number of Shares in respect of which the Option becomes exercisable by the following steps:

(a) applying any Performance Condition and any other condition imposed on the Option; and
(b) applying a pro rata reduction to the number of Shares determined under Rule 6.5(a) based on the number of whole calendar months in the period of time after the Grant Date and ending on the date of cessation of employment of the Participant relative to the Restricted Period,

unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Shares under Rule 6.5(b) is inappropriate in any particular case when it shall increase the number of Shares in respect of which the Option becomes exercisable to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 6.5(a).

An Option shall lapse to the extent of any Shares in respect of which it does not become exercisable as a result of the operation of this Rule 6.5.

6.6 Meaning of ceasing employment

A Participant shall not be treated for the purposes of this Rule 6 as ceasing to be a director or employee of a Group Member until such time as they are no longer a director or employee of any Group Member. If any Participant ceases to be such a director or employee before exercising an Option in circumstances where they retain a statutory right to return to work then they shall be treated as not having ceased to be such a director or employee until such time (if at all) as they cease to have such a right while not acting as an employee or director.

7. TAKEOVERS AND OTHER CORPORATE EVENTS

7.1 General offers

If any person (or group of persons acting in concert):

(a) obtains Control of the Company as a result of making a general offer to acquire shares in the Company; or
(b) having obtained Control of the Company makes such an offer and such offer becomes unconditional in all respects,

the Board shall within 7 days of becoming aware of that event notify every Participant of it and, subject to Rule 5.2 (Performance Conditions and other exercise conditions), Rules 5.3 (Restrictions on exercise: regulatory and tax issues) and 5.4 (Restriction on exercise: material interest in a close company), Rule 5.5 (Long stop date for exercise), Rule 6 (Leavers and deceased Participants) and Rule 7.6 (Internal reorganisations), any Option may be exercised within one month (or such longer period not exceeding 6 months as the Committee may permit)

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

of such notification and Rule 7.7 (Corporate events: reduction in number of Vested Shares) shall apply.

Subject to the remainder of this Rule 7.1, an Option can be exercised as a CSOP Option in accordance with this Rule 7.1 where:

(a) the offer falls within paragraphs 25A(3) to (5) of Schedule 4; and
(b) the CSOP Option is exercised within 6 months of the appropriate relevant date as set out in paragraph 25A(2)(a) of Schedule 4.

Where the Board determines that it is likely that a person will obtain Control of the Company and passes a resolution to that effect, in the circumstances contemplated by Rule 7.1 and paragraphs 25A(3) to 25A(5) of Schedule 4, the Board may determine that Options may be exercised during the period of 20 days ending with the day on which the person obtains such Control of the Company. If an Option is exercised in reliance of this Rule 7.1 and in anticipation of such person obtaining Control of the Company, but the person does not obtain Control of the Company during the period of 20 days beginning with the date on which the Option is exercised, the exercise of the Option is to be treated as having had no effect.

Subject to the above, if in consequence of a person obtaining Control of the Company within the scope of this Rule 7.1, the Shares to which the Option relates no longer meet the requirements of Part 4 of Schedule 4, the Option may be exercised no later than 20 days after the day on which the person obtains Control of the Company, as referred to above, notwithstanding that the Shares no longer meet the requirements of Part 4 of Schedule 4.

7.2 Compulsory acquisition, schemes of arrangement and winding up

In the event that:

(a) any person becomes bound or entitled to acquire shares in the Company under sections 979 to 982 or 983 to 985 of the Companies Act 2006;
(b) the Court sanctions a compromise or arrangement under section 899 of the Companies Act 2006 for the purposes of or in connection with a change in Control of the Company;
(c) the Company passes a resolution for a voluntary winding up of the Company; or
(d) an order is made for the compulsory winding up of the Company,

the Board shall, as soon as practicable, notify every Participant of that event and, subject to Rule 5.2 (Performance Conditions and other exercise conditions), Rules 5.3 (Restrictions on exercise: regulatory and tax issues) and 5.4 (Restriction on exercise: material interest in a close company), Rule 5.5 (Long stop date for exercise), Rule 6 (Leavers and deceased Participants) and Rule 7.6 (Internal reorganisations), any Option may be exercised within one month of such notification and Rule 7.7 (Corporate events: reduction in number of Vested Shares) shall apply, but to the extent that an Option is not exercised within that period, it shall (regardless of any other provision of the Plan) lapse at the end of that period.

Subject to the remainder of this Rule 7.2, an Option can be exercised as a CSOP Option in accordance with this Rule 7.2 where:

(i) paragraph (a) above applies and the compulsory acquisition of the Shares falls within paragraph 25A(7) of Schedule 4 and the CSOP Option is exercised within the period as set out in paragraph 25A(7) of Schedule 4; or

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(ii) paragraph (b) above applies and the compromise or arrangement falls within paragraph 25A(6) of Schedule 4 and the CSOP Option is exercised within 6 months of the relevant date as set out in paragraph 25A(6) of Schedule 4.

Where the Board determines that it is likely that a person will become bound or entitled to acquire shares in the Company in the circumstances contemplated by this Rule 7.2 and paragraph 27A(7) of Schedule 4, or that it is likely that the Court will sanction a compromise or arrangement within this Rule 7.2 and paragraph 25A(6) of Schedule 4 and in either case the Board passes a resolution to that effect, the Options may be exercised during the period of 20 days ending with, as the case may be, the day on which the person becomes bound or entitled to acquire shares in the Company or the Court sanctions such a compromise or arrangement, and in either case the CSOP Option shall be treated as if it was exercised in accordance with Rule 7.2. If an Option is exercised in reliance of this Rule 7.2 and in anticipation of a person becoming bound or entitled to acquire shares in the Company within (i) above or the Court sanctioning a compromise or arrangement within (ii) above, but, as the case may be, that person does not become so bound or entitled by the end of the period of 20 days, or the Court does not sanction the compromise or arrangement during the period of 20 days, beginning in each case with the date on which the Option is exercised, the exercise of the Option is to be treated as having had no effect.

Subject to the above, if in consequence of a person who is entitled or bound to acquire shares in the Company within Rule 7.2 obtaining Control of the Company or a person obtaining Control of the Company as a result of a compromise or arrangement sanctioned by the court within Rule 7.2, the Shares to which the Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be exercised no later than 20 days after the day on which the person obtains Control of the Company, notwithstanding that the Shares no longer meet the requirements of Part 4 of Schedule 4.

7.3 Demergers and similar events

If a demerger, special dividend or other similar event (the "Relevant Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its discretion (acting fairly and reasonably), notify a Participant that, subject to Rule 5.2 (Performance Conditions and other exercise conditions), Rules 5.3 (Restrictions on exercise: regulatory and tax issues) and 5.4 (Restriction on exercise: material interest in a close company), Rule 5.5 (Long stop date for exercise), and Rule 6 (Leavers and deceased Participants), their Option may be exercised on such terms as the Committee may determine and during such period preceding the Relevant Event or on the Relevant Event as the Committee may determine and, if not exercised, shall lapse at the end of that period.

If an Option is exercised in advance of and conditional upon the Relevant Event and such event does not occur then the conditional exercise shall not be effective and the Option shall continue to subsist.

If the Committee decides that an Option becomes exercisable under this Rule 7.3 then the date of that Vesting shall be the Early Vesting Date and the provisions of Rule 7.7 (Corporate events: reduction in number of Vested Shares) shall apply.

7.4 Option rollover: general provisions

If any company (the "acquiring company"):

(a) obtains Control of the Company as a result of making a general offer to acquire:

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(i) the whole of the issued ordinary share capital of the Company (other than that which is already owned by it or a person connected with the acquiring company) which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

(ii) all the Shares (other than those Shares already owned by it or a person connected with the acquiring company); or

(b) obtains Control of the Company as a result of a compromise or arrangement sanctioned by the Court under section 899 of the Companies Act 2006; or

(d) obtains Control of the Company as a result of a non-UK company reorganisation arrangement (within the meaning of Schedule 4) which has become binding on the shareholders covered by it,

any Participant may, at any time within the relevant period specified under paragraph 26(3) of Schedule 4, by agreement with the acquiring company, release any Option granted under Part A of the Plan (the "Old Option") in consideration of the grant to them of an Option (the "New Option") which for the purposes of paragraph 27 of Schedule 4 is equivalent to the Old Option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph 16(b) or (c) of Schedule 4). No further CSOP Options may be granted under the Plan.

For the avoidance of doubt, in determining whether the Old Option is equivalent to the New Option, the market value of the Shares shall be determined using a methodology agreed with HMRC.

7.5 Option rollover: interpretation of Rules

Where a New Option is granted under Rule 7.4 (Option rollover: general provisions) the following terms of Part A of the Plan shall, in relation to the New Option, be construed as if:

(a) except for the purposes of the definitions of "Group Member", "Participating Company" and "Subsidiary" in Rule 1.1 and the reference to the "Committee" in Rule 5.5 (Long stop date for exercise), the expression the "Company" were defined as "a company whose shares may be acquired by the exercise of Options granted under Part A of the Plan";

(b) the Performance Condition had been satisfied (subject to any alterations made under Rule 9.5 (Alterations to a Performance Condition) including the altered Performance Condition applying to the New Option); and

7.6 Internal reorganisations

In the event that:

(a) an offer (as referred to in Rule 7.1 (General offers)) is made or a compromise or arrangement (as referred to in Rule 7.2(b) (Compulsory acquisition, schemes of arrangement and winding up)) is proposed which is expected to result in the Company becoming controlled by a new company (the "New Company");

16 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(b) at least 75% of the shares in the New Company will be held by persons who immediately before the offer or proposal was made were shareholders in the Company; and

then an Option granted under Part A of the Plan (the "Original Option") shall not become exercisable under Rule 7.1 (General offers) or Rule 7.2 (Compulsory acquisition, schemes of arrangement and winding up) but shall be automatically surrendered within the relevant period specified in paragraph 26(3) of Schedule 4 in consideration for the grant of a new Option which, for the purposes of paragraph 27 of Schedule 4, is equivalent to the Original Option but relates to shares in the New Company and Rule 7.5 (Option rollover: interpretation of Rules) (other than Rule 7.5(c)) will apply.

7.7 Corporate events: reduction in number of Vested Shares

If an Option Vests under any of Rules 7.1 (General offers) to 7.3 (Demergers and similar events), the Committee shall determine the number of Shares in respect of which the Option becomes exercisable by the following steps:

(a) applying any Performance Condition and any other condition imposed on the Option; and

(b) subject to Rule 6.5 (Leavers: reduction in number of Shares), by applying a pro rata reduction to the number of Shares determined under Rule 7.7(a) based on the period of time after the Grant Date and ending on the Early Vesting Date relative to the Restricted Period,

unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Shares under Rule 7.7(b) is inappropriate in any particular case when it shall increase the number of Shares in respect of which the Option becomes exercisable to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 7.7(a).

If an Option Vests under any of Rules 7.1 (General offers) to 7.3 (Demergers and similar events) after the holder of that Option has ceased to be a director or employee of a Group Member then Rule 6.5 (Leavers: reduction in number of Shares) shall take precedence over this Rule 7.7.

8. ADJUSTMENT OF OPTIONS

8.1 General rule

Subject to Rule 8.3 (Permitted adjustments), in the event of any variation of the share capital of the Company, the Committee may make such adjustments as it considers appropriate under Rule 8.2 (Method of adjustment).

8.2 Method of adjustment

Subject to Rule 8.3 (Permitted adjustments), an adjustment made under this Rule shall be to one or more of the following:

(a) the number of Shares in respect of which any Option may be exercised;

(b) subject to Rule 8.4 (Adjustment below nominal value), the price at which Shares may be acquired by the exercise of any Option; and

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(c) where any Option has been exercised but no Shares have been allotted or transferred after such exercise, the number of Shares which may be so allotted or transferred and the price at which they may be acquired,

but for the avoidance of doubt, nothing in this Rule 8.2 shall authorise any adjustment which would result in the requirements of Schedule 4 not being met in relation to an Option.

8.3 Permitted adjustments

Any adjustment of an Option under Rule 8.2 (Method of adjustment) in accordance with paragraph 22(3) of Schedule 4 shall only be permitted to the extent that the total market value of the Shares which may be acquired by the exercise of the Option and the total price at which those Shares may be acquired are substantially the same as immediately before the variation of the share capital of the Company.

8.4 Adjustment below nominal value

An adjustment under Rule 8.2 (Method of adjustment) may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

(a) to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and
(b) to apply that sum in paying up such amount on such Shares,

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

9. ALTERATIONS

9.1 General rule on alterations

Except as described in Rule 9.2 (Shareholder approval), Rule 9.4 (Alterations to disadvantage of Participants) and Rule 9.5 (Alterations to a Performance Condition), the Committee may at any time alter the Plan or the terms of any Option.

If an alteration which does not solely relate to the Performance Condition is made to a key feature (as defined in paragraph 28B(8) of Schedule 4) of the Plan, the alteration will not have effect unless and until the Committee resolves that the alteration shall take effect even if this causes the Plan to cease to be a Schedule 4 CSOP.

9.2 Shareholder approval

Except as described in Rule 9.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Option has been or may be granted shall be made under Rule 9.1 (General rule on alterations) to the provisions concerning:

(a) eligibility;
(b) the individual limits on participation;
(c) the overall limits on the issue of Shares or the transfer of treasury Shares;

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(d) the basis for determining a Participant’s entitlement to, and the terms of, Shares provided under the Plan;

(e) the adjustments that may be made in the event of any variation of capital; and

(f) the terms of this Rule 9.2,

without the prior approval by ordinary resolution of the members of the Company in general meeting.

9.3 Exceptions to shareholder approval

Rule 9.2 (Shareholder approval) shall not apply to:

(a) any minor alteration to benefit the administration of the Plan, to take account of a change in legislation, to obtain or maintain favourable tax or in order to meet the requirements of Schedule 4, exchange control or regulatory treatment for Participants or any Group Member; or

(b) any alteration solely relating to the Performance Condition.

In addition, the Committee may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the Rules or otherwise) based on the Rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. Any Shares made available under such plans shall be treated as counting against any limits on individual or overall participation in the Plan under Rule 4.

9.4 Alterations to disadvantage of Participants

No alteration to the material disadvantage of Participants shall be made under Rule 9.1 (General rule on alterations) unless:

(a) the Board shall have invited every relevant Participant to indicate whether or not they approve the alteration; and

(b) the alteration is approved by a majority of those Participants who have given such an indication.

9.5 Alterations to a Performance Condition

No alteration which solely relates to a Performance Condition shall be made under Rule 9.1 (General rule on alterations) unless:

(a) an event has occurred which causes the Committee reasonably to consider that the Performance Condition would not, without the alteration, achieve its original purpose;

(b) the altered Performance Condition will, in the reasonable opinion of the Committee, be no less or more difficult to satisfy than the unaltered Performance Condition would have been but for the event in question; and

19 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

10. MISCELLANEOUS

10.1 Employment

The rights and obligations of any individual under the terms of their office or employment with any Group Member shall not be affected by their participation in the Plan or any right which they may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of their office or employment for any reason whatsoever insofar as those rights arise or may arise from their ceasing to have rights under or be entitled to exercise any Option as a result of such termination (whether lawfully or unlawfully). Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Option does not imply that any further Option will be granted nor that a Participant has any right to be granted any further Option.

10.2 Disputes, powers and discretions

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.

The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.

10.3 Notices

Any notice or other communication under or in connection with the Plan may be given:

(a) by personal delivery or by post, in the case of a company to its registered office or to such other address as may from time to time be notified to an individual, and in the case of an individual to their last known address, or, where they are a director or employee of a Group Member (or former Group Member), either to their last known address or to the address of the place of business at which they perform the whole or substantially the whole of the duties of their office or employment; or

(b) in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or

10.4 Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

10.5 Benefits not pensionable

Benefits provided under the Plan shall not be pensionable.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

10.6 Data protection

For the purposes of operating the Plan, the Company and its subsidiaries, including Marks and Spencer plc (collectively "M&S") will process personal information about Participants in accordance with the M&S Colleague Privacy Policy ("Privacy Policy"), which may be updated from time to time. The Privacy Policy provides information about how M&S uses colleagues' personal information and outlines their statutory rights relating to such personal information.

10.7 Governing law

The Plan and all Options shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

21 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

PART B

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Board" means the board of directors of the Company or a duly authorised committee of it or appointed by it or a duly authorised person;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 8 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means Marks and Spencer Group p.l.c. (registered in England and Wales with registered number 4256886);

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

"Directors' Remuneration Policy" means directors' remuneration policy within the meaning of section 226A(1) of the Companies Act 2006;

"Early Vesting Date" means a date of notification referred to in Rule 8.1 (General offers), Rule 8.2 (Compulsory acquisition, schemes of arrangement and winding up) or the date of Vesting referred to in Rule 8.3 (Demergers and similar events);

"Grant Date" means the date on which an Option is granted;

"Group Member" means:

(a) a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

"Market Abuse Regulation" means the Market Abuse Regulation (596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended from time to time;

"Normal Vesting Date" means the date on which an Option would normally become exercisable under Rule 6.1 (Timing of Vesting: Normal Vesting Date);

"Option" means a right to acquire Shares granted under the Plan;

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

"Participant" means a person who holds an Option including their personal representatives; "Participating Company" means the Company or any Subsidiary of the Company;

"Performance Condition" means a condition related to performance which is specified by the Committee under Rule 3.1 (Terms of grant);

"Plan" means the Marks and Spencer Group Executive Share Option Plan 2025 as amended from time to time;

"Restricted Period" means the period from the Grant Date to the Normal Vesting Date set by the Committee for the purposes of Rule 6.1 (Timing of Vesting: Normal Vesting Date) which shall be three years from the Grant Date unless the Committee otherwise determines at the Grant Date;

"Rule" means a rule of the Plan;

"Shares" means fully paid ordinary shares in the capital of the Company;

"Subsidiary" means a body corporate which is a subsidiary of another company, that is if that other company:

or if it is a subsidiary of a company which is itself a subsidiary of that other company;

"Vest" means an Option becoming exercisable and Vesting shall be construed accordingly.

1.2 Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

1.3 Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.

2. ELIGIBILITY

An individual is eligible to be granted an Option only if they are an employee (including an executive director) of a Participating Company.

3. GRANT OF OPTIONS

3.1 Terms of grant

Subject to Rule 3.5 (Timing of grant), Rule 3.7 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Option on:

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(a) the terms set out in Part B of the Plan; and
(b) such additional terms and conditions (whether the Performance Condition and/or any other terms or conditions including any post-Vesting and post-cessation holding requirements) as the Committee may specify,

to any person who is eligible to be granted an Option under Rule 2 (Eligibility).

3.2 Method of grant

An Option shall be granted by a deed executed by the Company.

3.3 Method of satisfying Options

Unless specified to the contrary by the Committee on or before the time of grant of an Option, an Option may be satisfied:

(a) by the issue of new Shares; and/or
(b) by the transfer of treasury Shares; and/or
(c) by the transfer of Shares (other than the transfer of treasury Shares).

The Committee may decide to change the way in which it is intended that an Option may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).

3.4 Option price

The Committee shall decide before an Option is granted the price at which Shares may be acquired by the exercise of that Option, but the price shall not be less than:

(a) if Shares are quoted in the London Stock Exchange Daily Official List, the average of the closing middle-market price (as derived from the London Stock Exchange Daily Official List) during a period determined by the Committee not exceeding the 5 dealing days ending with the Grant Date or, if the Committee so determines, the closing middle-market price of the Shares (as derived from the London Stock Exchange Daily Official List) on the dealing day before the Grant Date provided any such dealing day(s) do not fall during a period when dealings in the Company's shares are prohibited under the Company's share dealing rules;
(b) if Rule 3.4(a) does not apply, the market value of the Shares on the Grant Date as determined by the Committee; and
(c) in the case of an Option to acquire Shares only by subscription, the nominal value of those Shares.

3.5 Timing of grant

Subject to Rule 3.7 (Approvals and consents), an Option may only be granted:

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(a) within the period of 6 weeks beginning with:

(b) at any other time when the Committee considers that circumstances are sufficiently exceptional to justify its grant.

An Option may not be granted:

3.6 Non-transferability and bankruptcy

An Option granted to any person:

3.7 Approvals and consents

3.8 Confirmation of acceptance of Option

The Committee may require an individual who is (or is to be) granted an Option to confirm their acceptance of the Rules and the terms of any Option granted to them by a specified date. Such confirmation will be in a manner and form set by the Board (which may require the individual to confirm acceptance on a portal or execute a document). The Committee may provide that the Option will lapse (and as a result be treated as never having been granted) if the confirmation of acceptance is not provided by the specified date, or provide that the Option will not Vest until they do so agree in writing.

4. LIMITS

4.1 10 per cent. in 10 years limit

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

4.2 Meaning of "allocated"

For the purposes of Rule 4.1 (10 per cent. in 10 years limit):

(a) Shares are allocated:

(i) when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted; or
(ii) where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;

(b) any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any relevant employee share plan shall be treated as allocated; and
(c) for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as allocated.

4.3 Post-grant events affecting numbers of allocated Shares

For the purposes of Rule 4.2 (Meaning of "allocated"):

(a) where:

(i) any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or
(ii) after the grant of an option, award or other contractual right the Committee determines that:

(aa) where an amount is normally payable on its exercise it shall be satisfied without such payment but instead by the issue of Shares and/or the transfer of treasury Shares and/or the payment of cash equal to the gain made on its exercise; or
(bb) it shall be satisfied wholly or partly by the transfer of existing Shares (other than Shares transferred out of treasury),

(b) the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

4.4 Changes to investor guidelines

Treasury Shares shall cease to count as allocated for the purposes of Rule 4.2 (Meaning of "allocated") if institutional investor guidelines cease to require such Shares to be so counted.

4.5 Individual limit

The maximum total market value of Shares (calculated as set out in this Rule 4.5) over which Options may be granted to any employee during any financial year of the Company shall be such percentage of salary (as defined in this Rule 4.5) as is set out in the Company's Directors' Remuneration Policy most recently approved by shareholders of the Company in general meeting or as otherwise permitted under Chapter 4A of the Companies Act 2006.

For the purpose of this Rule 4.5:

(i) an employee's salary shall be taken to be their base salary (excluding benefits in kind and any salary allowances which the Committee decides to exclude), expressed as an annual rate payable by the Participating Companies to them as at the Grant Date (or such earlier date as the Committee shall determine). Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Committee may reasonably select; and

(ii) the market value of the Shares over which an Option is to be granted shall be calculated by reference to the price at which Shares may be acquired by the exercise of that Option as determined under Rule 3.4 (Option price).

4.6 Effect of limits

Any Option shall be limited and take effect so that the limits in this Rule 4 are complied with.

Where the grant of an Option under Part A of the Plan is limited solely by virtue of Rule 4.6 (HMRC limit) of that Part the grant shall be effective under this Part B of the Plan subject to the limits set out in this Part.

4.7 Restriction on use of unissued Shares and treasury Shares

5. REDUCTION FOR MALUS

Notwithstanding any other rule of the Plan, the Committee may, in its absolute discretion, determine at any time prior to the Vesting of an Option (or any part thereof) to:

(a) reduce the number of Shares to which the Option relates;

(b) cancel the Option; or

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

in circumstances in which the Committee considers such action is appropriate. Such circumstances include, but are not limited to, a material misstatement of the Company’s audited results.

For the avoidance of doubt, any reduction under this Rule 5 may be applied on an individual basis as determined by the Committee. Whenever a reduction is made under this Rule 5, the relevant Option shall be treated to that extent as having lapsed.

6. VESTING AND EXERCISE OF OPTIONS

6.1 Timing of Vesting: Normal Vesting Date

Subject to Rule 6.3 (Restrictions on exercise: regulatory and tax issues), an Option will Vest on the later of:

(a) the date on which the Committee determines whether or not any Performance Condition and any other condition imposed on the Vesting of the Option has been satisfied (in whole or part); and
(b) the day after the end of the Restricted Period,

except where Rule 7 (Leavers and deceased Participants), Rule 8.1 (General offers), Rule 8.2 (Compulsory acquisition, schemes of arrangement and winding up) or Rule 8.3 (Demergers and similar events) applies.

6.2 Performance Conditions and other exercise conditions

An Option may only Vest and be exercised to the extent:

(a) that any Performance Condition is satisfied;
(b) as permitted by any other term or condition specified under Rule 3.1(b); and
(c) as permitted under Rules 7.5 (Leavers: reduction in number of Shares) and 8.5 (Corporate events: reduction in number of Vested Shares).

In addition, the Committee may determine that Vesting of the Option shall be delayed until any relevant investigation or other procedure relevant to an event falling within the scope of Rule 5 (Reduction for Malus) has been completed.

Where, under Rule 7 (Leavers and deceased Participants) or Rule 8 (Takeovers and other corporate events), an Option would (subject to the satisfaction of any Performance Condition) become exercisable before the end of the full period over which performance is measured under the Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Committee on such reasonable basis as it decides.

The Committee may determine to adjust the level of Vesting (upwards or downwards) notwithstanding that the Performance Condition has been satisfied in full or in part, to ensure it is appropriate and fair in the context of the overall performance of the Company or the Participant (in either case as determined by the Board).

28 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

6.3 Restrictions on exercise: regulatory and tax issues

An Option will not Vest nor may it be exercised (as the case may be) unless the following conditions are satisfied:

(b) where the Company has in place a Directors’ Remuneration Policy, the Vesting and/or exercise of an Option held by a Participant who is or was a director of the Company must, where relevant, fall within the scope of the Directors’ Remuneration Policy most recently approved by the Company in a general meeting prior to the relevant Vesting and/or exercise of the Option or as otherwise permitted under Chapter 4A of the Companies Act 2006;

(c) if, on the Vesting and/or exercise of the Option, a Tax Liability would arise by virtue of such exercise and the Board decides that the Tax Liability will not be satisfied by the sale of Shares pursuant to Rule 6.10 (Payment of Tax Liability) then the Participant must have entered into arrangements acceptable to the Board that the relevant Group Member shall receive the amount of such Tax Liability;

(d) the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the Vesting or exercise of the Option; and

(e) where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

For the purposes of this Rule 6.3, references to Group Member include any former Group Member.

6.4 Tax liability before Vesting

If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Option then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant will be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to their Option on their behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to their Option shall be reduced accordingly.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

For the purposes of this Rule 6.4, references to Group Member include any former Group Member.

6.5 Long stop date for exercise

An Option may not in any circumstances (and regardless of any other Rule) be exercised after the expiry of 10 years beginning with the Grant Date (or such shorter period beginning with the Grant Date as the Committee may have decided before the grant of that Option) and if not exercised shall lapse at the end of such period.

6.6 Exercise in whole or part

An Option may be exercised in whole or in part on any occasion. If an Option is being exercised in part then it must be exercised over such minimum number of Shares as the Committee may decide from time to time unless it is being exercised to the full extent outstanding.

6.7 Method of exercise

The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably, determines otherwise, any notice of exercise shall, subject to Rule 6.3 (Restrictions on exercise: regulatory and tax issues), take effect only when the Company receives it, together with:

(a) payment of the relevant price at which Shares can be acquired under the Option (or, if the Board so permits, an undertaking to pay that amount); and
(b) if a Participant decides to satisfy the Tax Liability other than pursuant to the authority in Rule 6.10 (Payment of Tax Liability), an agreement relating to the payment of the Tax Liability having been entered into.

To the extent that a Vested Option remains unexercised on the last day of the period allowed for exercise under Rule 6.5 (Long stop date for exercise), the Company will, subject to Rule 6.3 (Restrictions on exercise: regulatory and tax issues) and the condition set out below being satisfied, be deemed to have received a valid notice of exercise for such Option with a direction to sell sufficient Shares arising on the exercise of the Option to fund the price payable on exercise of the Option. The condition referred to is that A – B is greater than C, calculated as follows: A is the expected sale proceeds of the Shares resulting from the exercise of the Option; B is any costs of sale; and C is the total price payable on exercise of the Option. A Participant may give notice (in a form decided by the Board) that this paragraph shall not apply in respect of an Option.

A Participant who holds an Option shall not have any beneficial interest in the Shares subject to their Option prior to the allotment or transfer of Shares to them (or their nominee).

6.8 Allotment and transfer timetable

(a) Within 30 days after an Option has been exercised by a Participant, the Board shall, subject to Rule 6.10 (Payment of Tax Liability) and any arrangement made under Rules 6.3(a) and 6.3(d), allot to them (or a nominee for them) or, if appropriate, transfer or procure the transfer to them (or a nominee for them) of the number of Shares in respect of which the Option has been exercised.

30 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(b) Where an Option has been granted subject to a post-Vesting or post-cessation holding requirement under Rule 3.1(b), the number of Shares in respect of which the Option has been exercised will be delivered (net of any Tax Liability and unless the Board determines otherwise the total price payable on exercise of the Option) to such nominee, or other holding arrangement, as the Committee may determine.

6.9 Share rights

6.10 Payment of Tax Liability

The Participant authorises the Company to sell or procure the sale of sufficient Shares on or following the Vesting and/or exercise of their Option on their behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge any Tax Liability which arises on such Vesting and/or exercise except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner.

6.11 Cash alternative

Where an Option has been exercised by a Participant in respect of any number of Shares, and those Shares have not yet been allotted or transferred to them (or their nominee), the Committee may determine that, in substitution for their right to acquire such number of those Shares as the Committee may decide (but in full and final satisfaction of that right), they shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 6.11(a)) of that number of Shares in accordance with the following provisions of this Rule 6.11.

(a) For the purpose of this Rule 6.11, the cash equivalent of a Share is the amount by which the market value of that Share exceeds the option price. The market value of a Share for this purpose is either:

(i) if on the date of exercise, Shares are quoted in the London Stock Exchange Daily Official List, the closing middle-market price of a Share, as derived from the London Stock Exchange Daily Official List, on the dealing day before that day; or
(ii) if Shares are not so quoted, such value of a Share as the Committee reasonably determines.

(b) Subject to Rule 6.11(c), as soon as reasonably practicable after the Committee has determined under this Rule 6.11 that a Participant shall be paid a sum in substitution for their right to acquire any number of Shares:

(i) the Company shall pay to them or procure the payment to them of that sum in cash; and
(ii) if they have already paid the Company for those Shares, the Company shall return to them the amount so paid by them.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(c) There shall be deducted from any payment under this Rule 6.11 such amounts (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable.

(d) Subject to Rule 6.11(c) if the Committee so decides, the whole or any part of the sum payable under Rule 6.11(b)(i) shall, instead of being paid to the Participant in cash, be applied on their behalf:

(i) in subscribing for Shares at a price equal to the market value by reference to which the cash equivalent is calculated; or
(ii) in purchasing such Shares; or
(iii) partly in one way and partly in the other,

and the Company shall allot to them (or their nominee) or procure the transfer to them (or their nominee) of the Shares so subscribed for or purchased.

7. LEAVERS AND DECEASED PARTICIPANTS

7.1 Cessation of employment on or before the first anniversary of the Grant Date

7.2 Deceased Participants

If a Participant dies after the first anniversary of the Grant Date of an Option at a time when either they are a director or employee of a Group Member or they are or may be entitled to exercise the Option under Rule 7.3 (Disability, retirement and transfer out of the Group) or Rule 7.4 (Cessation of employment in other circumstances), the following provisions apply:

(a) any Option granted to them that is already capable of exercise at the time of death shall, subject to Rule 6.3 (Restrictions on exercise: regulatory and tax issues), continue to be capable of exercise by their personal representatives for a period of 12 months after their death and if not exercised shall lapse at the end of that period;

(b) any other Option granted to them may, subject to Rule 6.2 (Performance Conditions and other exercise conditions), Rule 6.3 (Restrictions on exercise: regulatory and tax issues) and Rule 7.5 (Leavers: reduction in number of Shares) be exercised by their personal representatives during the period of 12 months after their death or, if the Committee so decides, the period of 12 months after the Normal Vesting Date, and if not exercised shall lapse at the end of that period; and

(c) in both cases (a) and (b) above the period for exercise shall be shortened if Rule 6.5 (Long stop date for exercise), Rule 8.1 (General offers), Rule 8.2 (Compulsory acquisition, schemes of arrangement and winding up) or Rule 8.3 (Demergers and similar events) applies.

32 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

7.3 Disability, retirement and transfer out of the Group

(a) disability, ill health or injury, evidenced to the satisfaction of the Committee;

(b) retirement with the agreement of their employer; or

(c) their office or employment being either with a company which ceases to be a Group Member or relating to a business or part of a business which is transferred to a person who is not a Group Member,

the following provisions apply:

(d) any Option granted to them that is already capable of exercise at the date of cessation shall, subject to Rule 6.3 (Restrictions on exercise: regulatory and tax issues) and Rule 7.2 (Deceased Participants), continue to be capable of exercise for a period of 12 months after the date of cessation and if not exercised shall lapse at the end of that period;

(e) any other Option granted to them may, subject to Rule 6.3 (Restrictions on exercise: regulatory and tax issues), Rule 7.2 (Deceased Participants) and Rule 7.5 (Leavers: reduction in number of Shares) be exercised:

(i) during the period of 12 months after the Normal Vesting Date; or

(ii) if the Committee so decides, during the period of 12 months after the date of cessation,

and if not exercised during the relevant period in Rule 7.3(e)(i) or 7.3(e)(ii) shall lapse at the end of that period; and

(f) in both cases (d) and (e) above, the period for exercise shall be shortened if Rule 6.5 (Long stop date for exercise), Rule 8.1 (General offers), Rule 8.2 (Compulsory acquisition, schemes of arrangement and winding up) or Rule 8.3 (Demergers and similar events) applies.

7.4 Cessation of employment in other circumstances

If a Participant ceases to be a director or an employee of a Group Member after the first anniversary of the Grant Date of an Option for any reason other than those specified in Rule 7.2 (Deceased Participants) and Rule 7.3 (Disability, retirement and transfer out of the Group) (and regardless of whether such cessation is as a result of lawful or unlawful termination of their office or employment), the following provisions apply:

(a) any Option granted to them may not be exercised at all and shall lapse on such cessation unless the Committee, acting fairly and reasonably, decides it may be exercised under this Rule 7.4;

(b) if the Committee permits the Option to be exercised then it may, subject to Rule 6.3 (Restrictions on exercise: regulatory and tax issues), Rule 7.2 (Deceased Participants) and Rule 7.5 (Leavers: reduction in number of Shares) be exercised:

(i) during the period of 12 months after the Normal Vesting Date; or

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(ii) if the Committee so decides, during the period of 12 months after the date of cessation,

and if not exercised during the relevant period in Rule 7.4(b)(i) or 7.4(b)(ii) shall lapse at the end of that period; and

(c) the periods for exercise referred to in Rule 7.4(b) above shall be shortened if Rule 6.5 (Long stop date for exercise), Rule 8.1 (General offers), Rule 8.2 (Compulsory acquisition, schemes of arrangement and winding up) or Rule 8.3 (Demergers and similar events) applies.

7.5 Leavers: reduction in number of Shares

Where an Option becomes exercisable under any of Rules 7.2 (Deceased Participants) to 7.4 (Cessation of employment in other circumstances) before the Normal Vesting Date, the Committee shall determine the number of Shares in respect of which the Option becomes exercisable by the following steps:

(a) applying any Performance Condition and any other condition imposed on the Option; and
(b) applying a pro rata reduction to the number of Shares determined under Rule 7.5(a) based on the number of whole calendar months in the period of time after the Grant Date and ending on the date of cessation of employment of the Participant relative to the Restricted Period,

unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Shares under Rule 7.5(b) is inappropriate in any particular case when it shall increase the number of Shares in respect of which the Option becomes exercisable to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 7.5(a).

An Option shall lapse to the extent of any Shares in respect of which it does not become exercisable as a result of the operation of this Rule 7.5.

7.6 Meaning of ceasing employment

A Participant shall not be treated for the purposes of this Rule 7 as ceasing to be a director or employee of a Group Member until such time as they are no longer a director or employee of any Group Member. If any Participant ceases to be such a director or employee before exercising an Option in circumstances where they retain a statutory right to return to work then they shall be treated as not having ceased to be such a director or employee until such time (if at all) as they cease to have such a right while not acting as an employee or director.

The Committee may determine that a Participant will be treated as ceasing to be a director or employee of a Group Member when they give or receive notice of termination of their employment.

7.7 Participant relocated abroad

If it is proposed that a Participant, while continuing to be employed by a Group Member, should work in a country other than the country in which they are currently working and, by reason of the change, the Participant would:

(a) suffer less favourable tax treatment in respect of their Options; or

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(b) become subject to a restriction on their ability to exercise an Option, to have issued or transferred to them the Shares subject to an Option or to hold or deal in such Shares or the proceeds of sale of such Shares,

their Options may, at the discretion of the Committee, Vest immediately either in full or to the extent determined by the Committee in its absolute discretion taking into account the period of time the relevant Option has been held and the extent to which any Performance Condition and any other condition imposed on the Vesting of the Option have been met. Where the Option has become Vested pursuant to this Rule 7.7, the Participant may exercise their Vested Option at any time during the period beginning three months before the proposed date of their transfer and ending three months after the date of their actual transfer. If not so exercised, the Option shall not lapse but shall cease to be treated as having Vested and shall continue in force in accordance with the Rules.

8. TAKEOVERS AND OTHER CORPORATE EVENTS

8.1 General offers

If any person (or group of persons acting in concert):

the Board shall within 7 days of becoming aware of that event notify every Participant of it and, subject to Rule 6.2 (Performance Conditions and other exercise conditions), Rule 6.3 (Restrictions on exercise: regulatory and tax issues), Rule 6.5 (Long stop date for exercise), Rule 7 (Leavers and deceased Participants) and Rule 8.4 (Internal reorganisations), any Option may be exercised within one month (or such longer period as the Committee may permit) of such notification and Rule 8.5 (Corporate events: reduction in number of Vested Shares) shall apply.

8.2 Compulsory acquisition, schemes of arrangement and winding up

In the event that:

(a) any person becomes bound or entitled to acquire shares in the Company under sections 979 to 982 of the Companies Act 2006;
(b) the Court sanctions a compromise or arrangement under section 899 of the Companies Act 2006 for the purposes of or in connection with a change in Control of the Company;
(c) the Company passes a resolution for a voluntary winding up of the Company; or
(d) an order is made for the compulsory winding up of the Company,

the Board shall, as soon as practicable, notify every Participant of that event and, subject to Rule 6.2 (Performance Conditions and other exercise conditions), Rule 6.3 (Restrictions on exercise: regulatory and tax issues), Rule 6.5 (Long stop date for exercise), Rule 7 (Leavers and deceased Participants) and Rule 8.4 (Internal reorganisations), any Option may be exercised within one month of such notification and Rule 8.5 (Corporate events: reduction in number of Vested Shares) shall apply, but to the extent that an Option is not exercised within that period, it shall (regardless of any other provision of the Plan) lapse at the end of that period.

35 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

8.3 Demergers and similar events

If a demerger, special dividend or other similar event (the "Relevant Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may notify a Participant that, subject to Rule 6.2 (Performance Conditions and other exercise conditions), Rule 6.3 (Restrictions on exercise: regulatory and tax issues), Rule 6.5 (Long stop date for exercise) and Rule 7 (Leavers and deceased Participants), their Option may be exercised on such terms as the Committee may determine and during such period preceding the Relevant Event or on the Relevant Event as the Committee may determine and, if not exercised, shall lapse at the end of that period.

If an Option is exercised conditional upon the Relevant Event and such event does not occur then the conditional exercise shall not be effective and the Option shall continue to subsist.

If the Committee decides that an Option becomes exercisable under this Rule 8.3 then the date of that Vesting shall be the Early Vesting Date and the provisions of Rule 8.5 (Corporate events: reduction in number of Vested Shares) shall apply.

8.4 Internal reorganisations

In the event that:

(a) an offer (as referred to in Rule 8.1 (General offers)) is made or a compromise or arrangement (as referred to in Rule 8.2(b)) is proposed which is expected to result in the Company becoming controlled by a new company (the "New Company");

(b) at least 75% of the shares in the New Company will be held by persons who immediately before the offer or proposal was made were shareholders in the Company; and

then an Option granted under Part B of the Plan (the "Original Option") shall not become exercisable under Rule 8.1 (General offers) or Rule 8.2 (Compulsory acquisition, schemes of arrangement and winding up) but shall be automatically surrendered in consideration for the grant of a new Option which the Committee determines is equivalent to the Original Option it replaces except that it will be over shares in the New Company or some other company.

The Rules will apply to any new Option granted under this Rule 8.4 as if references to Shares were references to shares over which the new Option is granted and references to the Company were references to the company whose shares are subject to the new Option.

8.5 Corporate events: reduction in number of Vested Shares

If an Option Vests under any of Rules 8.1 (General offers) to 8.3 (Demergers and similar events), the Committee shall determine the number of Shares in respect of which the Option becomes exercisable by the following steps:

(a) applying any Performance Condition and any other condition imposed on the Option; and

(b) subject to Rule 7.5 (Leavers: reduction in number of Shares), by applying a pro rata reduction to the number of Shares determined under Rule 8.5(a) based on the period of time after the Grant Date and ending on the Early Vesting Date relative to the Restricted Period,

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Shares under Rule 8.5(b) is inappropriate in any particular case when it shall increase the number of Shares in respect of which the Option becomes exercisable to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 8.5(a).

If an Option Vests under any of Rules 8.1 (General offers) to 8.3 (Demergers and similar events) after the holder of that Option has ceased to be a director or employee of a Group Member then Rule 7.5 (Leavers: reduction in number of Shares) shall take precedence over this Rule 8.5.

9. ADJUSTMENT OF OPTIONS

9.1 General rule

In the event of:

(a) any variation of the share capital of the Company; or
(b) a demerger, special dividend or other similar event which affects the market price of Shares to a material extent,

the Committee may make such adjustments as it considers appropriate under Rule 9.2 (Method of adjustment).

9.2 Method of adjustment

An adjustment made under this Rule shall be to one or more of the following:

(a) the number of Shares in respect of which any Option may be exercised;
(b) subject to Rule 9.3 (Adjustment below nominal value), the price at which Shares may be acquired by the exercise of any Option; and
(c) where any Option has been exercised but no Shares have been allotted or transferred after such exercise, the number of Shares which may be so allotted or transferred and the price at which they may be acquired.

9.3 Adjustment below nominal value

An adjustment under Rule 9.2 (Method of adjustment) may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

10. CLAWBACK

10.1 Trigger events

In this Rule 10, “Trigger Events” means:

(a) discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or any Group Member for a period that was wholly or partly before the end of the period over which the Performance Condition applicable to an Option was assessed; and/or

(b) the assessment of any Performance Condition or terms or conditions in respect of an Option was based on error, or inaccurate or misleading information; and/or

(c) the discovery that any information used to determine the number of Shares subject to an Option was based on error, or inaccurate or misleading information; and/or

(d) action or conduct of a Participant occurs or is discovered which, in the reasonable opinion of the Committee, amounts to gross misconduct or a material breach of the executive service agreement or employment contract that falls short of gross misconduct; and/or

(e) events or behaviour of a Participant have had a significant detrimental impact on the reputation of any Group Member provided that the Committee is satisfied that the relevant Participant was responsible for the reputational damage and that the reputational damage is attributable to the Participant.

10.2 Clawback

Notwithstanding any other provision of the Rules, if at any time during the period of two years following the Vesting of an Option a Trigger Event occurs, then the Committee may in its absolute discretion require the relevant Participant:

(a) to transfer to the Company (or, if required by the Company, to any other person specified by the Company) all or some of the Shares acquired by the Participant (or their nominee) pursuant to the exercise of that Option; and/or

(b) to pay to the Company (or if required by the Company, to any other person specified by the Company) an amount equivalent to all or part of the proceeds of sale or, in the event of a disposal of the Shares at a price which the Committee reasonably determines was less than market value at the time of disposal and where the disposal was not made at arm’s length, an amount equivalent to the market value (as reasonably determined by the Committee) at the time of disposal of all or some of the Shares acquired pursuant to the exercise of that Option; and/or

(c) to pay to the Company (or, if required by the Company, to any other person specified by the Company) an amount equivalent to all or part of the amount of any cash in respect of an Option paid to or for the benefit of the Participant; and/or

(d) to pay to the Company (or, if required by the Company, any other person specified by the Company) all or part of any benefit or value derived from or attributable to the Shares referred to in paragraph (a) above (including but not limited to any special dividend or additional or replacement shares) on such terms as the Committee may reasonably direct,

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

less in each case the amount of tax and social security contributions actually paid (or due to be paid) by the Participant in respect of the acquisition of the Shares and/or payment of cash in respect of an Option.

In addition to the obligation of the Participant as described above, the Participant shall use their best endeavours to seek and obtain repayment or credit from HM Revenue & Customs ("HMRC") or any relevant overseas tax authority of the tax and social security contributions paid on the Participant's behalf in relation to the Option as soon as reasonably practicable and to notify the Company of such claim and/or receipt of any credit or payment by HMRC (or any relevant overseas tax authority) in this regard. Following such notification the Company will be entitled to require the Participant to make a payment to it within 30 days of an amount equivalent to the amount of any payment or credit received from HMRC (or any relevant overseas tax authority).

By accepting the grant of an Option, the Participant authorises the Company or such other Group Member as may be the employer of the Participant to make deductions, which the Participant hereby authorises, from any payment owing to them including but not limited to salary, bonus, holiday pay or otherwise in respect of any sum which would otherwise be payable by the Participant under this Rule 10.

Any repayments or transfers to be made by the Participant under this Rule 10 shall be made within 30 days of the date the Participant is notified in writing of the amount or number of Shares due.

In addition to or in substitution for the actions described above that the Committee may take under this Rule 10 (the "Actions"), the Committee may:

(i) reduce the amount of any future bonus payable to the Participant; and/or
(ii) determine that the number of Shares over which an award or right to acquire Shares is to be granted to the Participant under any employee share plan operated by any Group Member shall be reduced by such number as the Committee may determine; and/or
(iii) reduce the number of Shares (including, for the avoidance of doubt, to nil) subject to any award or right to acquire Shares which has been granted to the Participant under any employee share plan operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA) before the date on which the relevant award or right vests or becomes exercisable by such number as the Committee may determine; and/or
(iv) reduce the number of Shares (including, for the avoidance of doubt, to nil) subject to any option to acquire Shares which has been granted to the Participant under any employee share plan operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA) which has vested but not yet been exercised by such number as the Committee may determine,

provided that the total amount represented by such reductions and any amount or value payable to the Company under paragraphs (a) to (d) above shall not, in the Committee's reasonable opinion, exceed the amount or value which would have been due if the Committee had only carried out the Actions.

39 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

10.3 Clawback: Vested but unexercised Options

Notwithstanding any other provision of the Rules, if at any time during the period of two years following the Vesting of an Option a Trigger Event occurs, then where the Participant has not exercised such Option, the Board may in its absolute discretion reduce the number of Shares subject to such Option (including, for the avoidance of doubt, to nil). In addition to or in substitution for reducing such Option, the Committee may take any of the actions set out in paragraphs (i) to (iv) of Rule 10.2 above provided that the total amount represented by reductions under paragraphs (i) to (iv) of Rule 10.2 above and any reduction of the Option under this Rule 10.3 shall not, in the Committee's reasonable opinion, exceed the amount which would have been the case if the Committee had only reduced the Option.

10.4 Supplementary provisions

In carrying out any action under this Rule 10, the Committee shall act fairly and reasonably but its decision shall be final and binding.

For the avoidance of doubt, any action carried out under this Rule 10 may be applied on an individual basis as determined by the Committee. Whenever a reduction of an award, right to acquire Shares or option is made under this Rule 10, the relevant award, right to acquire Shares or option shall be treated to that extent as having lapsed.

Where an event occurs under Rules 8.1 (General offers) to 8.3 (Demergers and similar events) which:

(a) results in the Vesting of Options; or
(b) would so result if there was any subsisting Option which had not already Vested,

and, where such Options were granted on the basis that this Rule 10.4 applied, the Committee may, at its absolute discretion, determine the extent (if at all) that this Rule 10 applies to such Options. Where the Committee makes such a determination, it will specify which Options such determination applies to (which may include Options which have already Vested and Options which have already been exercised).

11. ALTERATIONS

11.1 General rule on alterations

Except as described in Rule 11.2 (Shareholder approval), Rule 11.4 (Alterations to disadvantage of Participants) and Rule 11.5 (Alterations to a Performance Condition), the Committee may at any time alter the Plan or the terms of any Option granted under it.

11.2 Shareholder approval

Except as described in Rule 11.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Option has been or may be granted shall be made under Rule 11.1 (General rule on alterations) to the provisions concerning:

(a) eligibility;
(b) the individual limits on participation;
(c) the overall limits on the issue of Shares or the transfer of treasury Shares;

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

(d) the basis for determining a Participant’s entitlement to, and the terms of, Shares or cash provided under the Plan;

(e) the adjustments that may be made in the event of any variation of capital; and

(f) the terms of this Rule 11.2,

without the prior approval by ordinary resolution of the members of the Company in general meeting.

11.3 Exceptions to shareholder approval

Rule 11.2 (Shareholder approval) shall not apply to:

(a) any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Group Member; or

(b) any alteration solely relating to the Performance Condition.

11.4 Alterations to disadvantage of Participants

No alteration to the material disadvantage of Participants shall be made under Rule 11.1 (General rule on alterations) unless:

(a) the Board shall have invited every relevant Participant to indicate whether or not they approve the alteration; and

(b) the alteration is approved by a majority of those Participants who have given such an indication.

11.5 Alterations to a Performance Condition

No alteration which solely relates to a Performance Condition shall be made under Rule 11.1 (General rule on alterations) unless:

(a) an event has occurred which causes the Committee reasonably to consider that the Performance Condition would not, without the alteration, achieve its original purpose;

(b) the altered Performance Condition will, in the reasonable opinion of the Committee, be no less difficult to satisfy than the unaltered Performance Condition would have been but for the event in question; and

41 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

12. MISCELLANEOUS

12.1 Employment

12.2 Disputes, powers and discretions

12.3 Share rights and listing of Shares

Where Shares are transferred to Participants (or their nominee), they will be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer.

If and so long as Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for the listing and admission to trading of any Shares issued under the Plan as soon as reasonably practicable.

12.4 Notices

Any notice or other communication under or in connection with the Plan may be given:

(b) in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or

42 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

12.5 Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

12.6 Benefits not pensionable

Benefits provided under the Plan shall not be pensionable.

12.7 Data protection

12.8 Governing law

The Plan and all Options shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

43 -

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

SCHEDULE 1

SHARE APPRECIATION RIGHTS

A Share Appreciation Right ("SAR") may be granted under this Schedule to Part B of the Plan. The Rules shall apply to a SAR as if it were an Option, except as set out in this Schedule. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule shall prevail.

Before the grant of a SAR, the Committee shall determine a "base price" for each Share under the SAR. The base price shall be subject to the same restrictions as an Option price set out in Rule 3.4 of Part B of the Plan.
There shall be no amount payable on the exercise of a SAR.
Subject to paragraph 7 below, within 30 days after a SAR has been exercised by a Participant, the Board shall procure the transfer to them (or a nominee for them) or, if appropriate, allot to them (or a nominee for them) the number of Shares which shall have an aggregate market value (as defined in paragraph 5 below) as near as possible equal to (but not exceeding) the notional gain (as defined in paragraph 4 below).
The notional gain is the amount by which the aggregate market value of the number of Shares in respect of which the SAR is exercised exceeds the aggregate base price (as calculated in accordance with paragraph 1 above) of that number of Shares.
For the purpose of this schedule the market value of a Share is either:

(a) if Shares are quoted in the London Stock Exchange Daily Official List, the closing middle-market price of a Share (as derived from the London Stock Exchange Daily Official List) on the day before the day on which the SAR is exercised; or
(b) where Shares are not so quoted, such value on the day on which the SAR is exercised as the Committee, acting fairly and reasonably, shall decide.

Shares may only be allotted to a Participant (or a nominee for them) who exercises their SAR to the extent that the Board is authorised:

(a) to capitalise from the reserves of the Company a sum equal to at least the aggregate nominal value of the Shares to be allotted to satisfy the exercise of the SAR; and
(b) to apply that sum in paying up such amount on such Shares.

If the Board so decides, the whole or any part of the notional gain determined under paragraph 4 above shall, instead of being delivered to the Participant (or their nominee) in Shares under paragraph 3 above, be paid in cash.
Any payment of cash under paragraph 7 above will be subject to deduction of such amount (on account of tax and similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable.

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

45 -

SCHEDULE 2

US PARTICIPANTS

Part B of the Rules of the Marks and Spencer Group Executive Share Option Plan 2025 shall apply to Options granted to or held by US Participants, except as set out in and as revised by this Schedule 2 to Part B of the Plan, which is intended to qualify such Options for an exception to section 409A of the US Internal Revenue Code of 1986, as amended from time to time. Where there is any conflict between the Rules of Part B of the Plan and this Schedule 2, the terms of this Schedule 2 shall prevail.

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions will be amended for the purposes of this Schedule 2 as set out below:

"Grant Date" means the date on which an Option is granted, as determined in accordance with section 1.409A-1(b)(5)(vi)(B)(1) of the US treasury regulations;

"Option" means a right to acquire Shares granted under Part B of the Plan, except as set out in and as revised by this Schedule 2 to Part B of the Plan;

"Participant" means a US Participant (see below) as appropriate;

"Participating Company" means the Company or any Subsidiary of the Company where the Company is considered an "eligible issuer" with respect to the US Participant under section 1.409A-1(b)(5)(iii)(E) of the US treasury regulations with respect to the Subsidiary. An "eligible issuer" includes the Company and any Subsidiary in a chain of corporations or other entities in which each corporation or other entity has a controlling interest in another corporation or other entity in the chain, ending with the Subsidiary for which the US Participant performs direct services on the Grant Date of the Option or the Subsidiary for which it is reasonably anticipated that the US Participant will begin providing direct services within 12 months after the Grant Date;

"Shares" means fully paid ordinary shares in the capital of the Company which qualify as "service recipient stock" with respect to the US Participant for purposes of section 1.409A-1(b)(5)(iii)(A) of the US treasury regulations; and

"Tax Liability" means any amount of tax or social security contributions, including any US tax or social security contributions, for which a US Participant would or may be liable and for which any Group Member or former Group Member would be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority.

1.2 The following definitions will be added for the purposes of this Schedule 2:

"US" means the United States of America;

"US Participant" means a person who holds an Option including their personal representatives, and who is subject to a US Tax Liability on this Option; and

"US Tax Code" means the US Internal Revenue Code of 1986, as amended from time to time.

2. GRANT OF OPTIONS

The following wording in Rule 3.4(a) of Part B of the Plan shall be deleted: "the average of the closing middle-market price (as derived from the London Stock Exchange Daily Official List)

Rules of the Marks and Spencer Group Executive Share Option Plan 2025 for approval at the Annual General Meeting of Marks and Spencer Group p.l.c. to be held on 1 July 2025.

during a period determined by the Committee not exceeding the 5 dealing days ending with the Grant Date or, if the Committee so determines,".

3. LIMITS

The following language in Rule 4.6 (Effect of limits) of Part B of the Plan shall be deleted: "Where the grant of an Option under Part A of the Plan is limited solely by virtue of Rule 4.6 (HMRC limit) of that Part the grant shall be effective under this Part B of the Plan subject to the limits set out in this Part."

4. ADJUSTMENT OF OPTIONS

A new Rule 9.4 (US Participants) shall be added to Rule 9 (Adjustment of Options) of Part B of the Plan: "In connection with the adjustment of an Option of a US Participant pursuant to this Rule 9, the Committee shall attempt to structure the terms of the adjustment such that the adjustment does not cause the Option of the US Participant to violate section 409A of the Code."

5. CLAWBACK

The following wording shall be added to Rule 10.2 (Clawback) of Part B of the Plan: "In exercising its authority under and taking the actions permitted by this Rule 10.2 with respect to US Participants, the Committee may only do so in a manner that will not result in a violation of or cause the Option to violate section 409A of the US Tax Code."

6. ALTERATIONS

The following new Rule 11.6 (US Participants) shall be added to Rule 11 (Alterations) of Part B of the Plan: "Notwithstanding the provisions of this Rule 11, any amendment to Part B of the Plan, Schedule 2 or an Option shall only be effective with respect to a US Participant to the extent that it does not cause the Option of the US Participant to violate section 409A of the US Tax Code."

7. MISCELLANEOUS

The following new Rule 12.9 (Section 409A) shall be added to Rule 12 (Miscellaneous) of Part B of the Plan: "Options granted to US Participants are intended to be exempt from the requirements of section 409A of the US Tax Code pursuant to the stock rights exception described in section 1.409A-1(b)(5) of the US treasury regulations under the US Tax Code, and Part B of the Plan, Schedule 2 and any Option granted to a US Participant shall be interpreted, operated and administered in a manner consistent with such intention."

46 -

AI assistant

Marks & Spencer Group PLC — AGM Information 2025

5232_rns_2025-06-02_517d9a23-0339-47ce-9b64-71771d188c39.pdf

Marks and Spencer Group p.l.c.

MARKS AND SPENCER GROUP EXECUTIVE SHARE OPTION PLAN 2025

CONTENTS

PART A

1. DEFINITIONS AND INTERPRETATION

2. ELIGIBILITY

2.1 General rule on eligibility

2.2 Individuals eligible

2.3 Individuals not eligible

3. GRANT OF OPTIONS

3.1 Terms of grant

3.2 Method of grant

3.3 Method of satisfying Options

3.4 Option price

3.5 Timing of grant

3.6 Non-transferability and bankruptcy

3.7 Approvals and consents

3.8 Confirmation of acceptance of Option

3.9 CSOP reporting requirements

4. LIMITS

4.1 10 per cent. in 10 years limit

4.2 Meaning of "allocated"

4.3 Post-grant events affecting numbers of allocated Shares

4.4 Changes to investor guidelines

4.5 Individual limit

4.6 HMRC limit

4.7 Effect of limits

4.8 Restriction on use of unissued Shares and treasury Shares

5. VESTING AND EXERCISE OF OPTIONS

5.1 Timing of Vesting: Normal Vesting Date

5.2 Performance Conditions and other exercise conditions

5.3 Restrictions on exercise: regulatory and tax issues

5.4 Restriction on exercise: material interest in a close company

5.5 Long stop date for exercise

5.6 Exercise in whole or part

5.7 Method of exercise

5.8 Allotment and transfer timetable

5.9 Share rights

5.10 Shares ceasing to satisfy Schedule 4 requirements

6. LEAVERS AND DECEASED PARTICIPANTS

6.1 Cessation of employment on or before the first anniversary of the Grant Date

6.2 Deceased Participants

6.3 Disability, retirement and transfer out of the Group

6.4 Cessation of employment in other circumstances

6.5 Leavers: reduction in number of Shares

6.6 Meaning of ceasing employment

7. TAKEOVERS AND OTHER CORPORATE EVENTS

7.1 General offers

7.2 Compulsory acquisition, schemes of arrangement and winding up

7.3 Demergers and similar events

7.4 Option rollover: general provisions

7.5 Option rollover: interpretation of Rules

7.6 Internal reorganisations

7.7 Corporate events: reduction in number of Vested Shares

8. ADJUSTMENT OF OPTIONS

8.1 General rule

8.2 Method of adjustment

8.3 Permitted adjustments

8.4 Adjustment below nominal value

9. ALTERATIONS

9.1 General rule on alterations

9.2 Shareholder approval

9.3 Exceptions to shareholder approval

9.4 Alterations to disadvantage of Participants

9.5 Alterations to a Performance Condition

10. MISCELLANEOUS

10.1 Employment

10.2 Disputes, powers and discretions

10.3 Notices

10.4 Third parties

10.5 Benefits not pensionable

10.6 Data protection

10.7 Governing law

PART B

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

2. ELIGIBILITY

Marks & Spencer Group PLC AGM Information 2025