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PROXY REPORT 10/07/2018

Leadership Changes

Robert Swannell stepped down as Chairman and Archie Norman was appointed Chairman on September 1, 2017. On March 31, 2018, Helen Weir, former Finance Director, and Patrick Bousquet-Chavanne, former executive director, resigned from the board. Their resignations are related with corporate restructuring. Humphrey Singer was appointed the new CFO in April 2018.

Item 2: Advisory vote on the Remuneration Report

The structure is weighted more towards rewarding long-term performance and the quantum is not excessive. Qualitative criteria for the STI exceed guidelines and make it difficult to asses whether the bonus is truly aligned with performance. However, no bonus was paid for the year since profit threshold was not met.

Item 5: Re-elect the CEO

The CEO is a member of the Nomination Commitee, which does not meet ECGS guidelines or best practice.

Marks & Spencer Group PLC

Marks and Spencer Group is the holding company of the Marks & Spencer Group of companies. As a retailer, Co. provided its own-brand food, clothing and home products in its 1,433 stores worldwide and online as of Apr 1 2017. As of the same date, Co. sold food through 942 U.K. stores, including 253 owned and 383 franchise Simply Food stores; and own-brand clothing and homeware through 343 full-line stores, Outlets and its M& website. Co. focuses on contemporary style and wardrobe essentials, and provides Womenswear, Lingerie and Menswear. Co. exports M&S Clothing & Home and Food around the world, with stores across Europe, Asia and the Middle East.


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