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08 June 2006

Marks and Spencer Group Plc (Marks & Spencer Or The Company) Notification Of Transactions Of Directors/Persons Discharging Managerial Responsibility (Pdmrs) And Connected Persons

1. Deferred Share Bonus Plan

It was confirmed on 7 June 2006 that on 5 June 2006 the following awards under the Marks and Spencer Group Deferred Share Bonus Plan were made to Directors and to Persons Discharging Managerial Responsibility (“PDMRs”) of the Company:

Name of Director Allocation of Deferred Bonus Shares (see Note below)
Stuart Rose* 35,125
Ian Dyson 48,579
Steven Sharp 64,772

Name of PDMR Allocation of Deferred Bonus Shares (see Note below)
Kate Bostock 25,404
Keith Cameron 27,797
Clem Constantine 1,406
Flic Howard-Allen 18,043
Matthew Hudson 13,751
Stuart McIvor 16,391
Andrew Moore 9,987
Graham Oakley 45,681
Simon Ratcliffe 19,318
Steve Rowe 17,521
Anthony Thompson 33,736
Glen Tinton 8,439
Richard Wolff 22,547

*The Remuneration Committee agreed that Stuart Rose was entitled to receive £519,000 out of his Deferred Share Bonus award in cash, provided this is donated to his charity of choice (Friends of Mvumi Secondary School, Tanzania). In turn he is released from his promise to gift to that same charity any gains on his share options (granted in 2004), up to a share price of £4.00. His bonus deferred into shares is therefore the equivalent of £193,187.


The above awards were made under the Company’s Annual Bonus Scheme. This requires executive directors and PDMRs to defer 50% of the bonus earned into shares in the Deferred Share Bonus Plan. For the purposes of this calculation the grant was made at a share price of 550p. The shares will be held for 3 years. There will be no match paid against these deferred shares, although the value of dividends accrued will be paid at the end of the period.

The Annual Bonus Scheme is designed to focus and reward executives for specific operational improvements which will drive the Company’s recovery. The targets for the Company are determined annually by the Remuneration Committee and for 2005/06 incorporated a mixture of profit before tax and business unit sales and profit. The targets for executive directors were entirely based on the delivery of corporate profit before tax.

1. Purchase of Shares

The Company was informed on 7 June 2006 that on 5 June 2006, the following PDMRs purchased Marks and Spencer Group plc Ordinary Shares of 25p each, purchased in London at a price of 551p.

Name of PDMR No. of Shares Acquired
Guy Farrant 19,977
Andrew Moore 2,530
Andrew Skinner 12,598

2. Shareholdings of Directors and PDMRs

Following the above notifications, excluding any conditional allocation of shares granted under the Performance Share Plan, the PDMRs' holdings, including those of their Connected Persons, are confirmed as follows:

Name of PDMR Total Holding of Ordinary Shares Total Percentage Holding
Kate Bostock 6,560 De minimis
Lord Burns 6,618 De minimis
Clem Constantine 20,000 De minimis
Jeremy Darroch 2,000 De minimis
Ian Dyson 60,000 De minimis
Guy Farrant 44,005 De minimis
Steven Holliday 2,500 De minimis
Flic Howard-Allen 5,244 De minimis
Matthew Hudson 6,562 De minimis
Jack Keenan 53,238 De minimis
Kevin Lomax 16,190 De minimis
Andrew Moore 3,830 De minimis
David Michels 4,000 De minimis
Paul Myners 278,741 De minimis
Graham Oakley 66,695 De minimis
Louise Patten 4,000 De minimis
Stuart Rose 500,416 De minimis
Steve Rowe 8,420 De minimis
Steven Sharp 27,816 De minimis
Andrew Skinner 34,288 De minimis
Anthony Thompson 1,293 De minimis
Glen Tinton 33,258 De minimis
Alastair Tipple 13,256 De minimis
Richard Wolff 43,185 De minimis

The above information has been disclosed under DR 3.1.4R (1) and, where applicable, in accordance with section 324 (as extended by section 328) of the Companies Act 1985. As a result of further information received in respect of PDMR’s holdings, including those of their Connected Persons, the above includes a revision to the shareholdings of Steve Rowe, Andrew Skinner and Alastair Tipple announced on 26 May 2006.

For further information, please contact:

Sue Sadler
Marks & Spencer Corporate PR 020 8718 8642

Clair Foster
Marks & Spencer Corporate PR 020 8718 8323

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