Marks and Spencer : NOTICE OF ANNUAL GENERAL MEETING 2022

Important notice

NOTICE OF

ANNUAL GENERAL

MEETING 2022

Tuesday 5 July 2022 at 11am

Held at, and broadcast from, Waterside House

35 North Wharf Road, London W2 1NW

This document is important and requires your immediate attention

If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser. If you have sold or otherwise transferred all your shares in the Company, please forward this document and accompanying documents (except any personalised form of proxy, if applicable) to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

198 Marks and Spencer Group plc

DEAR SHAREHOLDER

''I AM PLEASED TO ANNOUNCE THE 21ST ANNUAL GENERAL MEETING OF MARKS AND SPENCER GROUP PLC

WILL BE HELD ON 5 JULY 2022. ''

Nick Folland, General Counsel and Company Secretary

ANNUAL GENERAL MEETING ("AGM")

As we have noted in our Annual Report, the AGM is a key date in the Board's calendar. Alongside presenting the Company's performance and strategy to shareholders, it is the Board's opportunity to listen and respond to your questions.

Last year's digital AGM once again received higher levels of shareholder engagement than the previous year's. As such, we heard views and received questions from far more of you than in recent years, and particularly when compared with our physically held meetings. We are therefore confident that our approach to a digitally-enabled AGM is far more accessible, engaging and democratic.

For this reason, the 2022 AGM will again be a fully digitally-enabled meeting, broadcast from M&S' Waterside House Support Centre at 11am on 5 July 2022.

I'm very pleased that we will also be joined by Anita Anand who will be acting as this year's shareholder advocate. Anita will be known to many of you as a leading radio and television broadcaster, journalist and author. As your shareholder advocate, she will ensure your views and questions are put to the Board.

For statutory and regulatory purposes, the place of meeting will be Waterside House, 35 North Wharf Road, London W2 1NW. Shareholders are invited to participate in the AGM electronically via the Lumi AGM platform, which you can access by logging on to https://web. lumiagm.com/124-849-127. On this website, you will be able to submit questions and your voting instructions, both during the meeting and in advance.

1. step-by-stepguide on how to join the meeting electronically and submit your votes and questions can be found on page 209.

We strongly encourage you to log on and submit any questions you might have in advance of the meeting, so that your views are heard even if you are unable to participate live.

Shareholders are advised not to travel to the venue on the day, as the meeting will be fully digitally enabled.

Board members will not be available for interaction with shareholders in person, as they will be taking part in the meeting broadcast under studio conditions.

Any shareholders travelling to the venue against the Board's recommendation will be advised to join the meeting electronically, and will be provided with assistance to do so, if needed. Refreshments will not be provided.

YOUR VOTE COUNTS

Your vote is important to us. You can:

• Join the AGM live online and vote electronically via the Lumi AGM platform. Please see page 209 of this Notice for further details.
• Register your proxy vote electronically by logging on to either the Lumi AGM platform, our Registrar's website, shareview.co.uk, or by using the service offered by Euroclear UK & Ireland Limited for members of CREST.
• Complete and return a paper proxy form (enclosed with this Notice if you have elected for hard copy documents, or otherwise available from Equiniti on request, by calling the shareholder helpline on 0345 609 0810).

VOTING BEFORE THE MEETING

All shareholders are encouraged to vote either in advance or on the day. There are several ways to submit your voting instructions before the meeting, which are available from the publication date of this Notice:

(1)  The Lumi AGM platform.

(2)  Equiniti's Shareview website.

(3)  The CREST or Proxymity electronic proxy appointment platforms.

(4)  By completing and returning a paper proxy form.

Votes submitted electronically via the Lumi or Shareview websites, or via the CREST or Proxymity platforms, (options 1, 2 and 3 above) should be registered by no later than 11am on Friday 1 July 2022. After then, you will no longer be able to submit your proxy vote via Shareview, CREST or Proxymity. Voting via the Lumi website will also close at this time, but will reopen for voting on the day of the meeting.

Paper proxy votes (option 4 above) must be received by no later than 11am on Friday 1 July 2022. Paper proxy forms are available from Equiniti on request; you can call our shareholder helpline on 0345 609 0810, or use any of Equiniti's alternative contact details listed on page 210.

You will be able to vote in one of three ways for each of the resolutions: "For", "Against" or "Vote Withheld". Please note that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of votes "For" and "Against" each resolution.

Annual Report & Financial Statements 2022 199

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CONTINUED

JOINING THE MEETING AND VOTING ON THE DAY

You can watch the broadcast live, vote and ask questions on the day of the meeting via the Lumi website. Please refer to pages 208 to 209 for instructions on how to join the meeting and submit your votes and questions on the day.

Voting on all resolutions on the day will be by way of a poll and the Lumi website will reopen at 9.30am on Tuesday 5 July for this purpose. Votes can be cast once the Chairman has declared the poll open.

QUESTIONS

On the day, your questions will be posed to the Board by Anita Anand. Where we receive a number of questions covering the same topic, Anita will group these to address as many of your queries as possible.

It is, of course, important to us that we have the opportunity to hear from you, our shareholders, directly. You will have the opportunity to ask a question live during the meeting by telephone; full details and instructions will be provided on the Lumi AGM platform on the day of the AGM.

If you would like to ask your question at the AGM in person, you can send us a video recording of yourself asking your question by email to AGMquestionsubmission@ marks-and-spencer.com,to be received by no later than 5pm on Friday 1 July.

VOTING RESULTS

The results of the voting will be announced through a Regulatory Information Service and will be published on our website, marksandspencer.com/ thecompany, on 5 July 2022, or as soon as reasonably practicable thereafter.

In 2021, all resolutions were passed at the meeting with votes ranging from 93.27% to 99.98% in favour.

EXPLANATORY NOTES

An explanation of each of the resolutions to be voted on at the AGM is set out below and on pages 201 to 202.

M&S WEBSITE

Our corporate website, marksandspencer.com/thecompany, is the principal means we use to communicate with our shareholders. There is a wealth of information online including:

  A copy of our full Annual Report, which includes our Strategic Report.

  All the latest M&S news, press releases and investor presentations.

  A detailed account of our approach to corporate governance at M&S.

EXPLANATORY NOTES TO THE RESOLUTIONS

TO RECEIVE THE REPORTS AND ACCOUNTS

1

The Board asks that shareholders receive the Annual Report and Financial Statements for the 52 weeks ended 2 April 2022.

APPROVAL OF THE DIRECTORS'	2
REMUNERATION REPORT

The Directors' Remuneration Report sets out the pay and benefits received by each of the directors for the year ended

2 April 2022. In line with legislation, this vote is advisory and the directors' entitlement to remuneration is not conditional on it.

ELECTION OF DIRECTORS

3-13

The directors believe that the Board continues to maintain an appropriate balance of knowledge and skills and that all the non-executive directors are independent in character and judgement. This follows a process of formal evaluation, which confirms that each director in office at the time of the evaluation makes an effective and valuable contribution to the Board and demonstrates commitment to the role (including making sufficient time available for Board and Committee meetings and other duties as required).

As announced on 10 March 2022, Steve Rowe will stand down as CEO on 25 May 2022 as part of a planned succession programme. Stuart Machin and Katie Bickerstaffe will both join the Board on 25 May 2022 as CEO and Co-CEO respectively. Stuart joined M&S as Food Managing Director in April 2018 with nearly 30 years' experience in the food, fashion and home retail sector, and was appointed joint Chief Operating Officer in May 2021. Katie previously served on the Board as a non-executive director from 2018, bringing extensive experience of digital, retail and operations and leading consumer-focused businesses. She joined the business as

Chief Strategy and Transformation Director in April 2020 and was later appointed Chief Operating Officer in May 2021.

The Board notes that while Andy Halford has been a non-executive director for more than nine years, he is still considered to be independent in both character and judgement. He has no other significant links to the Company, and continues to make an effective and valuable contribution. The Board believes Andy's re-election will provide valuable continuity during the CEO transition. Further details on the Board's assessment of Andy's independence can be found in the Annual Report on pages 59 and 67.

In accordance with the UK Corporate Governance Code, all directors will stand for election or re-election, as relevant, at the AGM this year. Biographies are available on pages 60 and 61 of the Annual Report, with further details available on our website, marksandspencer.com/thecompany. It is the Board's view that the directors' biographies illustrate why each director's contribution is, and continues to be, important to the Company's long-term sustainable success.

APPOINTMENT AND	14-15
REMUNERATION OF AUDITOR

On the recommendation of the Audit Committee, the Board proposes in resolution 14 that Deloitte LLP be reappointed as auditor of the Company.

Resolution 15 proposes that the Audit Committee be authorised to determine the level of the auditor's remuneration.

AUTHORITY TO MAKE	16
POLITICAL DONATIONS

The Companies Act 2006 (the "2006 Act") prohibits companies from making political donations to UK political organisations or independent candidates, or incurring UK political expenditure, unless authorised by shareholders in advance.

200 Marks and Spencer Group plc

EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED

The Company does not make, and does not intend to make, donations to political organisations or independent election candidates, nor does it incur or intend to incur any political expenditure.

However, the definitions of political donations, political organisations and political expenditure used in the 2006 Act are very wide. As a result, they can cover activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform.

Shareholder approval is being sought on a precautionary basis only, to allow the Company and any company which, at any time during the period for which this resolution has effect, is a subsidiary of the Company, to continue to support the community and put forward its views to wider business and government interests, without running the risk of inadvertently breaching legislation.

The Board is therefore seeking authority to make political donations and to incur political expenditure not exceeding £50,000 in total. In line with best practice guidelines published by the Investment Association ("IA"), this resolution is put to shareholders annually rather than every four years as required by the 2006 Act.

RENEWAL OF THE POWERS	17
OF THE BOARD TO ALLOT SHARES

Paragraph (A) of this resolution 17 would give the directors the authority to allot ordinary shares of the Company up to an aggregate nominal amount equal to £6,529,881.95 (representing 652,988,195 ordinary shares of £0.01 each). This amount represents approximately one-third (33.33%) of the Company's issued ordinary share capital as at 24 May 2022, the latest practicable date before the publication of this Notice.

In line with guidance issued by the IA, paragraph (B) of this resolution would give the directors authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £13,059,763.91 (representing 1,305,976,391 ordinary shares),

as reduced by the nominal amount of any shares issued under paragraph (A) of this resolution. This amount (before any reduction) represents approximately two-thirds (66.66%) of the Company's issued ordinary share capital as at 24 May 2022, the latest practicable date before the publication of this Notice.

The authorities sought under paragraphs (A) and (B) of this resolution will expire at the conclusion of the AGM in 2023 or on 1 October 2023, whichever is sooner. The directors have no present intention to exercise either of the authorities sought under this resolution; however, the Board wishes to ensure that the Company has maximum flexibility in managing the Group's capital resources.

As at the date of this Notice, no shares are held by the Company in treasury.

AUTHORITY TO DISAPPLY	18-19
PRE-EMPTION RIGHTS

Resolutions 18 and 19 are proposed as special resolutions. If the directors wish to allot new shares or other equity securities,

or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are first offered to shareholders in proportion to their existing holdings.

At last year's AGM, a special resolution was passed, in line with institutional shareholder guidelines, empowering the directors to allot equity securities for cash without first offering them to

existing shareholders in proportion to their existing holdings. It is proposed, under resolution 18, that this authority be renewed. If approved, the resolution will authorise the directors to issue shares in connection with pre-emptive offers, or otherwise to issue shares for cash up to an aggregate nominal amount of £979,482.29 (representing 97,948,229 ordinary shares) which includes the sale on a non-pre-emptive basis of any shares the Company holds in treasury for cash. This aggregate nominal amount represents approximately 5% of the Company's issued ordinary share capital as at 24 May 2022, being the latest practicable date before the publication of this Notice.

The Pre-Emption Group's Statement of Principles also supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than an additional 5% of issued ordinary share capital (exclusive

of treasury shares) and are used only in connection with an acquisition or specified capital investment. The Pre-Emption Group's Statement of Principles defines "specified capital investment" as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, the purpose of resolution 19 is to authorise the directors to allot new shares and other equity securities pursuant to the allotment authority given by resolution 17, or sell treasury shares for cash, without first being required to offer such securities to existing shareholders, up to a further nominal amount of £979,482.29 (representing 97,948,229 ordinary shares), being approximately 5% of the Company's issued ordinary share capital as at 24 May 2022, the latest practicable date before the publication of this Notice. The authority granted by this resolution, if passed, will only be used in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment,

or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If the authority given in resolution 19 is used, the Company will publish details of its use in its next Annual Report.

The authority granted by resolution 19 would be in addition to the general authority to disapply pre-emption rights under resolution 18. The maximum nominal value of equity securities that could be allotted if both authorities were used would be £1,958,964.59, which represents approximately 10% of the Company's issued ordinary share capital as at 24 May 2022, being the latest practicable date before the publication of this Notice.

The directors intend to adhere to the provisions in the Pre-Emption Group's Statement of Principles and not to allot shares or other equity securities or sell treasury shares for cash on a non-pre-emptive basis pursuant to the authority in resolution 18 in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company, excluding treasury shares, within a rolling three-year period, other than:

(i)  with prior consultation with shareholders; or

(ii)  in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

Annual Report & Financial Statements 2022 201

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CONTINUED

EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED

The directors have no current intention to allot shares except in connection with employee share schemes. These authorities will expire at the conclusion of the AGM in 2023 or on 1 October 2023, whichever is sooner.

AUTHORITY FOR THE COMPANY TO	20
PURCHASE ITS OWN SHARES

Authority is sought for the Company to purchase up to 10% of its issued ordinary shares renewing the authority granted by the shareholders at previous AGMs.

The directors have no present intention of exercising the authority to purchase the Company's own ordinary shares; however, this authority would provide them with the flexibility to do so in the future, if the prevailing market conditions made such purchases in the best interests of shareholders generally.

Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. It remains the Company's intention to cancel any shares it buys back rather than hold them in treasury. The Company currently holds no shares in treasury. The resolution specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority, reflecting the requirements of the Listing Rules.

The Company has options outstanding over 110.1 million ordinary shares, representing 5.62% of the Company's issued ordinary share capital as at 24 May 2022, the latest practicable date before the publication of this Notice.

If the existing authority given at the 2021 AGM and the authority now being sought by this resolution were to be fully used, these options would represent 6.25% of the Company's ordinary share capital in issue at that date.

NOTICE OF	21
GENERAL MEETING

In accordance with the 2006 Act, the notice period for general meetings (other than an AGM) is 21 clear days' notice unless the Company:

(i)  Has gained shareholder approval for the holding of general meetings on 14 clear days' notice by passing a special resolution at the most recent AGM; and

(ii)  Offers the facility for all shareholders to vote by electronic means.

The Company would like to preserve its ability to call general meetings (other than an AGM) on 14 clear days' notice. This shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.

Resolution 21 seeks such approval and, should this resolution be approved, it will remain valid until the end of the next AGM. This is the same authority as was sought and granted at last year's AGM.

SHARE INCENTIVE PLAN RENEWAL

22

Company from their pre-tax salary (ShareBuy). The SIP

is a share incentive plan which was originally approved by shareholders in 2000 and was renewed by shareholders at the Company's Annual General Meeting in 2012. The Company is seeking shareholder approval to amend and renew the SIP to allow awards to continue to be made under it for a further 10 years. The main terms of the SIP are summarised on pages 206 to 207 of this Notice.

SECTION 190 TRANSACTION

23

Authority is sought for the Company's subsidiary, Marks and Spencer plc ("M&S plc"), to purchase 565,952 A Ordinary Shares in The Sports Edit Limited ("TSE"), amounting to 4.8% of TSE's issued share capital from Mr. Justin King (the "JK TSE Shares").

M&S plc acquired 77.7% of TSE's issued share capital in February 2022 as part of the Company's third-party brands strategy for Clothing & Home, and agreed simultaneously a timetable for acquiring another 17.5% from TSE's owner/founder with the ultimate aim of acquiring 100% of TSE's issued share capital.

The final 4.8% of TSE's issued share capital is currently owned by Mr. Justin King, a Non-Executive Director of the Company. As a result, purchase of the JK TSE Shares is conditional on the passing of this resolution under Section 190 of the Act, as it is a substantial property transaction as defined in the Act.

The Board believe that the 100% acquisition of TSE is a strategic investment and learning opportunity; the brand is well positioned in the growing activewear market and has proven capability in customer segmentation, brand curation and emerging brand identification. Mr. Justin King has been a minority shareholder in TSE since 2018, which pre-dates his appointment as a Non-Executive Director of the Company, declared his interest in TSE upon appointment as a Non- Executive Director of the Company and did not participate in any decision-making regarding the acquisition of TSE.

Subject to shareholder approval, M&S plc will acquire the JK TSE Shares from Mr. Justin King within five business days of the AGM at a total purchase price of £279,582. This price amounts to £0.4904 per share, and is the same price per share at which M&S plc acquired its current 77.7% holding of TSE pursuant to a share purchase agreement in February 2022.

RECOMMENDATION

Your directors believe that the proposals described above are in the best interests of the Company and its shareholders as a whole, and recommend you give them your support by voting in favour of all the resolutions, as they intend to in respect of their own beneficial shareholdings.

Yours faithfully,

Nick Folland General Counsel and Company Secretary

London, 24 May 2022

Authority is sought to approve the renewal of the existing Marks and Spencer Group plc Share Incentive Plan ("SIP"), which is currently operated to enable employees to buy shares in the

202 Marks and Spencer Group plc