Marks & Spencer Group PLC — Proxy Solicitation & Information Statement 2014

Jun 5, 2014

MARKS & SPENCER

Annual General Meeting 2014 Attendance Card

Wembley Stadium, Wembley, London, HA9 0WS

on Tuesday 8 July 2014 at 11am.

Doors open 9.30am. Please bring this attendance card with you and try to arrive by 10.30am to allow for registration and security clearance.

To view our Board biographies go to the governance section of marksandspencer.com/annualreport2014 and follow the link. Those with a QR Reader app can use the link to the right.

ATTENDANCE BARCODE

How to vote your shares at the AGM

If you would like to vote at the AGM, but you are unable to attend the meeting, you can appoint a proxy who will vote at the meeting on your behalf. There are two ways of doing this – Vote Online or complete and return the Proxy voting form below.

Guidance notes are on the reverse of this attendance card and in the enclosed Notice of Meeting on page 8. If you post the voting form within the United Kingdom, no envelope is necessary and there is no postage to pay. If you prefer to use an envelope, please address to Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, BN99 6ZL. If you post the form outside the United Kingdom, you should return it in an envelope to the FREEPOST address above, however, you will need to pay the postage.

Option 1 Vote Online Just go to sharevote.co.uk and follow the onscreen instructions.

Voting ID

Task ID

Shareholder reference No.

2482-169-S

AGM 2014 VOTING FORM

If you do not have access to the internet and want to vote your shares, you can do so by completing and returning this part of the form no later than 11am on Friday 4 July 2014.

Option 2 I want to give voting instructions				Indicate voting intention by
Resolutions	Yes	Armed	Vote without	Resolutions	Yes	Armed
1 Receive Annual Reports and Accounts	☑	☑	☑	14 Re-elect Steve Rowe	☑	☑
2 Approve the Remuneration Report	☑	☑	☑	15 Re-elect Alan Stewart	☑	☑
3 Approve the Remuneration Policy	☑	☑	☑	16 Re-elect Robert Swannell	☑	☑
4 Declare final dividend	☑	☑	☑	17 Re-elect Laura Wade-Gery	☑	☑
5 Elect Alison Brittain	☑	☑	☑	18 Appoint Deloitte LLP as auditors	☑	☑
6 Re-elect Vindi Banga	☑	☑	☑	19 Authorise Audit Committee to determine auditors' remuneration	☑	☑
7 Re-elect Marc Bolland	☑	☑	☑	20 Authorise allotment of shares	☑	☑
8 Re-elect Patrick Bousquet-Chavanne	☑	☑	☑	21 Disapply pre-emption rights*	☑	☑
9 Re-elect Miranda Curtis	☑	☑	☑	22 Authorise purchase of own shares*	☑	☑
10 Re-elect John Dixon	☑	☑	☑	23 Call general meetings on 14 days' notice*	☑	☑
11 Re-elect Martha Lane Fox	☑	☑	☑	24 Authorise the Company and its subsidiaries to make political donations*	☑	☑
12 Re-elect Andy Halford	☑	☑	☑		☑	☑
13 Re-elect Jan du Plessis	☑	☑	☑		☑	☑
*special resolution				M&S Board voting recommendations

Sign and date this declaration

I/we being the (a) shareholder(s) of Marks and Spencer Group plc (the Company) hereby appoint the Chairman of the meeting, or

Name and address of Proxy (see notes for voting overleaf)

as my Proxy to vote on my/our behalf at the Annual General Meeting (AGM) of the Company to be held on Tuesday 8 July 2014 at 11am and at any adjournment thereof. In respect of the resolutions referred to in the Notice of Meeting, I/we desire my/our Proxy to vote as indicated.

*If you would like to appoint a Proxy other than the Chairman, insert name and address in the box provided and initial alterations. You may appoint more than one Proxy.

See page 8 of Notice of Meeting (Note 2)

Date

Signature

Marks and Spencer Group plc registered office: Waterside House, 35 North Wharf Road, London W2 1NW. Reg No. 4256886. (England & Wales)

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Annual General Meeting Attendance Card

Directions

Bus and Tube

Wembley Stadium can be accessed via the Jubilee and Metropolitan lines at Wembley Park Station. The Bakerloo line and London Overground serve Wembley Central Station and Bus routes 83, 92 and 182 run towards Wembley Stadium from stop CM.

Main line railway station

Wembley Stadium Station (Chiltern Railways).

Further details regarding transport are included in the back of the Notice of Meeting

Notes for Voting

If you cannot attend the AGM, but wish to vote on the resolutions, you are entitled to appoint someone else as a 'Proxy'. A Proxy need not be a member of the Company and can exercise all or any of your rights to attend, speak and vote at the meeting. A Proxy must vote as you have instructed.

A Proxy will vote at his or her discretion or abstain from voting, as he or she sees fit, on any resolution on which you do not give a specific instruction and, unless instructed otherwise, on any other business (including amendments to resolutions) which may properly come before the meeting.

This form constitutes a Form of Appointment of Proxy and enables you to cast votes attaching to your Marks and Spencer Group plc shares.

Security

Standard security measures will be in place to ensure your safety. Please note that bag searches will be in operation, and any items deemed inappropriate will be removed and stored until the end of the event. Flash photography is not allowed at the AGM.

Shareholders with special needs

Wembley Stadium is easily accessible by wheelchair users and has lift access inside. The Great Hall is also covered with an assisted hearing system; handsets will be available from the Customer Services Desk.

The 'vote withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'vote withheld' is not a vote in law and is not counted in the calculation of the votes 'for' and 'against' a resolution.

General

Shareholders are advised that unless otherwise provided, the telephone numbers, website and email addresses set out in this document are not to be used for the purpose of serving information or documents on the Company (including the service of documents or information relating to proceedings at the Company's AGM).

Business Reply Plus
Licence Number
RSRH-JSEC-XSZA

Equiniti
Aspect House
Spencer Road
LANCING
BN99 6QQ