Marks and Spencer Group PLC

AGM Results

Marks & Spencer today held its third fully digitally enabled shareholder meeting broadcast from Waterside House, London. At a time when market-wide AGM attendance has been declining, the pioneering format saw M&S shareholder participation increase to 1,687 compared to 1,664 last year. Overall, the digital format has enabled M&S to treble private shareholder engagement levels compared to its last in-person meeting hosted in 2019. A recording of the meeting is available to view on our corporate website here: https://corporate.marksandspencer.com/AGM2022

The Board is pleased that all resolutions were carried with substantial support and has noted that the Advisory note on the Directors' Remuneration Report received 70.89% of votes in favour.

M&S has been proactively talking to our larger shareholders about this subject and we are aware of the reasons why some shareholders voted against the resolution on the Remuneration Report. However, the Board is convinced that the majority of shareholders were right in their judgement on this issue.

The Board strongly believes that it has acted in shareholders' interests and consistent with the values and integrity of the business in relation to Steve Rowe's remuneration. Steve served 37 years with the business, the last six years as Chief Executive Officer. Three weeks prior to the 2022 financial year-end we announced that he would be standing down at the results announcement, as part of a planned succession process that he helped to plan, handing the leadership to a team that he recruited. He worked full time and with total energy as Chief Executive Officer well beyond the end of the financial year.

All eligible colleagues have received a bonus this year, the first since 2017, in recognition of the strong financial performance in the year. It would have been wholly wrong to exclude Steve from this as the performance was delivered under his leadership. To have denied him the bonus because he helped support an orderly and organised succession that was announced just three weeks before the year-end would have shown bad faith to a great servant of the business and would not have been in any way in shareholders' interests.

Following the AGM the Remuneration Committee intends to engage further with shareholders to understand the concerns expressed by the minority. An update on this engagement will be published in accordance with the UK Corporate Governance Code within six months of today's meeting. In the standard three-year cycle of approval, our Remuneration Policy is due to be reviewed and presented to shareholders at the 2023 AGM.

In accordance with Listing Rule 9.6.2, 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.

Copies of our announcements are available on our website, corporate.marksandspencer.com/investors.