Result of Meeting

MARKS AND SPENCER GROUP PLC - AGM - 12 JULY 2016 - POLL RESULT

Resolution

For (see note 2)

Against (see note 2)

Number of votes Withheld (See note 3)

Total Capital Instructed

No. of shares

%

No. of shares

%

1

Receive Annual Reports and Accounts

1,005,324,219

99.98

223,362

0.02

2,399,439

62.04%

2

Approve the Remuneration report

986,080,026

98.02

19,885,063

1.98

1,979,099

62.04%

3

Declare Dividend

1,006,033,683

99.99

51,695

0.01

1,754,298

62.03%

4

Elect Andrew Fisher

1,004,922,677

99.82

1,795,826

0.18

1,087,471

62.03%

5

Re-elect Vindi Banga

1,003,057,258

99.65

3,516,135

0.35

1,194,240

62.03%

6

Re-elect Alison Brittain

1,004,939,252

99.82

1,767,429

0.18

1,071,386

62.03%

7

Re-elect Patrick Bousquet-Chavanne

999,634,494

99.30

7,008,271

0.70

1,137,284

62.03%

8

Re-elect Miranda Curtis

998,575,386

99.66

3,388,592

0.34

5,835,238

62.03%

9

Re-elect Andy Halford

1,005,088,706

99.84

1,587,524

0.16

1,114,146

62.03%

10

Re-elect Steve Rowe

1,000,105,635

99.34

6,689,156

0.66

963,689

62.03%

11

Re-elect Richard Solomons

998,427,884

99.68

3,210,857

0.32

6,023,677

62.02%

12

Re-elect Robert Swannell

1,001,348,927

99.45

5,491,221

0.55

1,038,241

62.04%

13

Re-elect Laura Wade-Gery

999,434,886

99.29

7,155,595

0.71

1,133,730

62.03%

14

Re-elect Helen Weir

999,434,692

99.28

7,246,949

0.72

1,044,601

62.03%

15

Re-appoint Deloitte LLP as audtiors

1,003,847,919

99.70

2,997,785

0.30

975,874

62.03%

16

Authorise Audit Committee to determine auditors' remuneration

1,005,070,027

99.83

1,757,245

0.17

1,019,865

62.03%

17

Authorise allotment of shares

877,370,221

90.53

91,734,457

9.47

1,970,918

59.77%

18

Disapply pre-emption rights*

994,987,401

99.48

5,221,904

0.52

7,664,574

62.04%

19

Authorise purchase of own shares*

991,175,018

99.21

7,926,965

0.79

8,767,779

62.04%

20

Call general meetings on 14 days notice*

875,201,386

90.92

87,356,762

9.08

8,511,347

59.77%

21

Authorise the Company, and its subsidiaries, to make political donations

972,857,211

97.41

25,904,852

2.59

9,111,777

62.04%

* Special Resoution

NOTES: 1 All resolutions were passed.2 Votes "For" and "Against" are expressed as a percentage of votes received. 3 A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.4 Total number of shares in issue at 6:30pm on 8 July 2016 = 1,624,653,844 shares. 62.04% of voting capital was instructed.