Marks & Spencer Group PLC — Proxy Solicitation & Information Statement 2019

May 23, 2019

M&S

EST. 1884

ANNUAL GENERAL MEETING 2019 ATTENDANCE CARD

WEMBLEY STADIUM, WEMBLEY, LONDON, HA9 0WS TUESDAY 9 JULY 2019 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 and the full Notice of Meeting go to the downloads section of marksandspencer.com/annualreport2019 and follow the links.

ATTENDANCE BARCODE

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: 1) vote online or 2) complete and return the Proxy voting form below.

VOTE ONLINE AT SHAREVOTE.CO.UK - you can even do this on your smartphone.

Voting ID

Task ID

Shareholder reference No.

Guidance notes are on the reverse of this attendance card and on page 153 of the Notice of Meeting. 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 8LU. If posting from outside the United Kingdom, you should return it in an envelope to the FREEPOST address above. However, you will need to pay the postage.

• Task ID

Shareholder reference No.

2482-259-s

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VOTE BY POST: AGM 2019 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 to arrive no later than 11am on Friday 5 July 2019.

I want to give voting instructions

Resolutions	For	Against withheld	Resolutions	For	Against withheld
1 Receive Annual Report and Accounts	☐	☐	12 Elect Justin King	☐	☐
2 Approve the Remuneration Report	☐	☐	13 Re-elect Deloitte LLP as auditors	☐	☐
3 Declare final dividend	☐	☐	14 Authorise Audit Committee to determine auditors' remuneration	☐	☐
4 Re-elect Archie Norman	☐	☐
5 Re-elect Steve Rowe	☐	☐	15 Authorise allotment of shares	☐	☐
6 Re-elect Humphrey Singer	☐	☐	16 General disapplication of pre-emption rights	☐	☐
7 Re-elect Katie Bickerstaffe	☐	☐	17 Additional disapplication of pre-emption rights	☐	☐
8 Re-elect Alison Brittain	☐	☐	18 Authorise purchase of own shares	☐	☐
9 Re-elect Andrew Fisher	☐	☐	19 Call general meetings on 14 days' notice	☐	☐
10 Re-elect Andy Halford	☐	☐	20 Authorise the Company and its subsidiaries to make political donations	☐	☐
11 Re-elect Pip McCrostie	☐	☐	21 Renew the ROI Sharesave Plan 2019	☐	☐

Indicate voting intention by ☐

☐	☐
☐	☐
☐	☐
☐	☐
☐	☐

M&S Board voting recommendations

Sign and date this declaration

I/we being the 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 9 July 2019 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 alteration. You may appoint more than one Proxy.

See page 153 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 Notice of Meeting.

OTHER INFORMATION

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 disabilities

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.

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).

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.

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.

This form assumes you wish to vote all of your shares in the same way. To vote only part of your holding or to vote some shares one way and some another, please contact the shareholder helpline on 0345 609 0810 or +44 121 415 7071 from outside the UK. Lines open 8.30am to 5.30pm (UK time), Monday to Friday (excluding public holidays in England and Wales).

HYBRID AGM

For the 2019 AGM, M&S is for the first time enabling shareholders to attend and participate in the meeting electronically, should they wish to do so. The app's user guide can be found on page 157 of the Notice of Meeting and the Meeting ID, Unique Username and Password can all be found on the Company Secretary's letter.

Business Reply Plus
Licence Number
RSRH-JSEC-XSZA

Equiniti
Aspect House
Spencer Road
LANCING
BN99 6GG