FAQ

Questions

What is an American Depositary Receipt (ADR)?

ADRs are a negotiable US dollar denominated certificate representing ownership of shares in a non-US company. Marks & Spencer Group’s ADRs represent Marks & Spencer Group’s ordinary shares deposited with the depositary bank, to underlie such certificates and carry the rights attached to them as detailed in the Depositary Agreement. Holders of ADRs receive dividends in US dollars (if applicable) and have the right to vote on shareholders resolutions. The term ADR and ADS are often used interchangeably. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by US investors.

What is an ADR ratio?

This is the relation between the number of ADRs and the number of ordinary shares. Every 2 ordinary Marks and Spencer Group share represents 1 Marks and Spencer Group ADRs.

What are the benefits of ADRs to US investors?

U.S. investors may prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to U.S. market conventions. One of ADRs’ top advantages is the facilitated diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information.

Why did you establish an ADR program?

Marks and Spencer Group established the ADR program to make it easier for US investors to buy the Marks and Spencer Group share. Trading ADRs simplifies foreign investments for US investors as administrative costs are reduced and capital gains are realized in US dollars.

What effect do you expect the ADR program to have on your shareholder base?

We hope that the ADR program encourages US investors to buy shares in Marks and Spencer Group as it will now be easier for them to do so.

What types of companies issue ADRs?

ADR issuers are typically large multinational corporations. Any non-U.S. company seeking to raise capital in the U.S. or increase their base of U.S. investor can issue ADRs.

Is it easy to get information and updates on Marks and Spencer Group?

Information is widely available on Marks & Spencer Group’s website in the investors section

Trading information is readily available on the Depositary bank’s website:

Where are Marks & Spencer Group ADRs traded?

Marks and Spencer Group ADRs are traded Over-the-counter (OTC). Marks & Spencer Group has chosen to have the ADRs quoted on the OTC market's highest tier, International PremierQX. More information can be obtained from, www.otcqx.com

What is the OTC market?

The OTC market is a decentralized market of securities that are not listed on a stock exchange. Trading on the OTC market occurs via a network of dealers who carry inventories of securities to facilitate the buy and sell orders of investors.

Who is Marks & Spencer Group’s depositary for ADRs?

Deutsche Bank Trust Company Americas. The depositary bank plays a key role in issuance as well as cancellation of ADRs. It also maintains the ADR holder register, distributes the dividends in US dollars and facilitates the exercise by the ADRs holders of their voting rights.

What currency are Marks & Spencer Group ADRs denominated in?

Marks and Spencer Group ADRs are denominated in US dollars.

Are you issuing extra shares of Marks & Spencer Group? Does the ADR program increase Marks & Spencer Group’s share capital?

No, this is not a share issue and the ADR program does not increase Marks & Spencer Group’s share capital. The share capital will remain the same as prior to the launch of the ADR program.