Marks & Spencer Group PLC

AGM Information • Jul 1, 2025

National Storage Mechanism | Additional information

RNS Number : 2567P

Marks and Spencer Group PLC

01 July 2025

Marks and Spencer Group plc

Result of AGM

Marks and Spencer Group plc (the "Company") today, 1 July 2025, held its Annual General Meeting. Resolutions 1 to 26 were passed by shareholders. The results of the poll vote for each resolution are as follows:

MARKS AND SPENCER GROUP PLC - AGM - 1 JULY 2025 - POLL RESULT
		For (see note 1)		Against (see note 1)		Number of votes Withheld (See note 2)	Total Capital Instructed
Resolution		No. of shares	%	No. of shares	%
1	Receive Annual Report and Accounts	1,359,522,703	99.98	267,968	0.02	1,187,363	66.18%
2	Approve the Remuneration Report	1,293,591,998	95.07	67,029,977	4.93	366,446	66.18%
3	Approve the final dividend	1,360,848,752	99.99	85,747	0.01	55,036	66.18%
4	Re-elect Archie Norman	1,316,850,388	96.76	44,025,307	3.24	113,840	66.18%
5	Re-elect Stuart Machin	1,359,951,071	99.93	894,137	0.07	143,508	66.18%
6	Re-elect Evelyn Bourke	1,335,709,068	98.16	25,069,655	1.84	208,876	66.18%
7	Re-elect Fiona Dawson	1,311,969,215	96.41	48,862,475	3.59	155,361	66.18%
8	Re-elect Ronan Dunne	1,336,673,393	98.22	24,164,128	1.78	150,081	66.18%
9	Re-elect Tamara Ingram	1,330,126,751	97.74	30,719,111	2.26	141,740	66.18%
10	Re-elect Justin King	1,336,679,745	98.23	24,153,231	1.77	154,626	66.18%
11	Re-elect Cheryl Potter	1,336,684,479	98.23	24,135,478	1.77	167,645	66.18%
12	Re-elect Sapna Sood	1,196,021,858	88.16	160,682,793	11.84	4,282,951	66.18%
13	Elect Alison Dolan	1,357,605,913	99.76	3,212,281	0.24	170,273	66.18%
14	Re-appoint Deloitte LLP as auditors	1,309,801,922	96.25	51,041,748	3.75	146,730	66.18%
15	Authorise Audit & Risk Committee to determine auditors' remuneration	1,331,103,671	97.81	29,783,960	2.19	101,655	66.18%
16	Authorise the Company, and its subsidiaries, to make political donations	1,326,386,984	97.47	34,426,950	2.53	176,415	66.18%
17	Authorise allotment of ordinary shares	1,297,299,630	95.33	63,541,166	4.67	147,625	66.18%
18	General disapplication pre-emption rights*	1,305,445,445	95.94	55,265,640	4.06	270,199	66.18%
19	Additional disapplication of pre-emption rights*	1,243,175,413	91.64	113,401,451	8.36	4,404,420	66.18%
20	Authorise purchase of own shares*	1,359,411,562	99.93	963,677	0.07	614,047	66.18%
21	Call general meetings on 14 days' notice*	1,294,115,116	95.10	66,737,286	4.90	135,884	66.18%
22	Renewal of Performance Share Plan	1,325,273,178	97.42	35,079,833	2.58	637,389	66.18%
23	Renewal of Deferred Share Bonus Plan	1,340,119,340	98.51	20,211,880	1.49	658,009	66.18%
24	Renewal of Restricted Share Plan	1,324,054,809	97.34	36,175,570	2.66	748,907	66.18%
25	Renewal of Executive Share Option Plan	1,308,266,344	96.17	52,065,007	3.83	656,846	66.18%
26	Increase non-executive director fee limit	1,355,719,741	99.64	4,916,834	0.36	348,974	66.18%
27	Shareholder requisitioned resolution*	412,590,184	30.70	931,429,499	69.30	16,968,087	66.18%
* Special Resolution
NOTES:  1   Votes "For" and "Against" are expressed as a percentage of votes received.   2   A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution. 3   Total number of shares in issue at 6.30pm on 27 June 2025 = 2,056,392,699 shares. 66.18% of voting capital was instructed.

In accordance with UKLR 6.4.2(R), copies of the resolutions that do not constitute ordinary business at an annual general meeting have been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Resolution 27, which was requisitioned by a small group of shareholders coordinated by ShareAction, was not passed but received 30.70% support. The Board did not support this resolution, for the reasons set out in our Notice of Meeting on page 207 of our Annual Report and Financial Statements.

Marks and Spencer is market leading in its employment practices and all colleagues are paid the living wage or above and we attach great importance to ensuring that subcontracted employees are appropriately paid and treated as part of the M&S family.

The Board will consult further with shareholders on this topic, and an update will be published in accordance with the UK Corporate Governance Code within six months of today's meeting, with a final summary in the 2025/26 Annual Report and Financial Statements.

Copies of our announcements are available on our website: corporate.marksandspencer.com.

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