Important notice - Marks & Spencer
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Important notice
NOTICE OF ANNUAL
GENERAL MEETING
2021
Tuesday 6 July 2021 at 11am
Held at, and broadcast from, Waterside House
35 North Wharf Road, London, W2 1NW
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you should immediately consult
your stockbroker, bank manager, solicitor, accountant or other independent professional
adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the
United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser.
If you have sold or otherwise transferred all your shares in the Company, please forward this
document and accompanying documents (except any personalised form of proxy, if applicable)
to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or
transfer was effected, for transmission to the purchaser or transferee.
196 Marks and Spencer Group plcNOTICE OF MEETING 2021
DEAR SHAREHOLDER
“
I am pleased to
announce the 20th
Annual General
Meeting of Marks and
Spencer Group plc
will be held on
“
ANNUAL GENERAL MEETING (AGM)
As the Chairman has touched on in his
message to shareholders contained
in your Notice of Availability, last year’s
AGM was an unprecedented success.
While Covid-19 restrictions prohibited
public gatherings so that physical
attendance was not permitted, our first
fully digital meeting received higher levels
of shareholder engagement than we’ve
seen in recent years. Nearly three times as
YOUR VOTE COUNTS
Your vote is important to us. You can:
– Register your proxy vote electronically
by logging on to either the Lumi AGM
platform, our Registrar’s website,
shareview.co.uk, or by using the service
offered by Euroclear UK & Ireland
Limited for members of CREST.
– Complete and return a paper proxy
form (enclosed with this notice if
many of you took the time to watch the you have elected for hard copy
6 July 2021. broadcast live, vote or submit questions to
our Board, for which we were truly grateful.
documents, or otherwise available
from Equiniti on request).
ick Folland,
N To build on last year’s success and ensure – Join the AGM online and vote
General Counsel and that we provide another accessible, electronically. Please see page 208
Company Secretary
engaging and democratic AGM, this year of this Notice for further details.
we will be hosting another fully digitally
enabled meeting. I’m very pleased to say VOTING BEFORE THE MEETING
that we will also be joined by Kamal
Ahmed who will be acting as a shareholder Your vote counts and all shareholders are
advocate, to help share your views and encouraged to vote either in advance or
ensure that shareholder questions are put on the day. There are several ways to
to the Board. Kamal will be known to many submit your voting instructions in advance
of you as he previously held roles as the of the meeting, which are available from
Editorial Director, Economics Editor and the publication date of this Notice:
Business Editor at the BBC. (1) The Lumi website.
The 2021 AGM will be broadcast from (2) Equiniti’s Shareview website.
M&S’s Waterside House Support Centre (3) The CREST or Proxymity electronic
at 11am on 6 July 2021. proxy appointment platforms.
(4) By completing and returning a paper
For statutory and regulatory purposes, proxy form.
the place of the meeting will be Waterside
House, 35 North Wharf Road, London Paper proxy votes must be received by
W2 1NW. Shareholders are invited to no later than 11am on Friday 2 July 2021.
participate in the AGM electronically via a Paper proxy forms are available from
live webcast, which you can access by Equiniti on request; you can call our
logging on to https://web.lumiagm.com. shareholder helpline on 0345 609 0810,
On this website, you can also submit or use any of Equiniti’s alternative contact
questions and your voting instructions, details listed on page 210. Votes submitted
both during the meeting and in advance. electronically via the Lumi or Shareview
A step-by-step guide on how to join the websites, or via the CREST or Proxymity
meeting electronically and submit your platforms, (options 1, 2 and 3 above)
votes and questions can be found on should be registered by no later than 11am
pages 207 to 209. We strongly encourage on Friday 2 July 2021. After then, you will
you to log on and submit any questions no longer be able to submit your proxy
you might have in advance of the meeting, vote via Shareview, CREST or Proxymity.
so that your views are heard even if you are Voting via the Lumi website will also close
unable to participate live. at this time, but will reopen for voting on
the day of the meeting.
As the meeting will be predominantly
digital, Board members physically at the You will be able to vote in one of three
place of meeting will not be available for ways for each of the resolutions: “For”,
shareholder interaction in person, as they “Against” or “Vote Withheld”. Please
will be taking part in the meeting note that a “Vote Withheld” is not a vote
broadcast under studio conditions. in law and will not be counted in the
Shareholders are advised not to travel to calculation of votes “For” and “Against”
the venue on the day. each resolution.
Annual Report & Financial Statements 2021 197JOINING THE MEETING AND our shareholders, directly. If you would like M&S WEBSITE
VOTING ON THE DAY to ask your question at the AGM in person,
you can send us a video recording of Our corporate website,
You can watch the broadcast live, vote and yourself asking your question by email to marksandspencer.com/thecompany,
ask questions on the day of the meeting AGMquestionsubmission@marks-and- is the principal means we use to
via the Lumi website. Please refer to pages spencer.com, to be received by no later communicate with our shareholders.
207 to 208 for instructions on how to join than 5pm on Friday 2 July. There is a wealth of information
the meeting and submit your votes and
online including:
questions on the day. VOTING RESULTS
A copy of our full Annual Report,
Voting on all resolutions on the day will which includes our Strategic Report.
The results of the voting will be
be by way of a poll and the Lumi website
announced through a Regulatory
will reopen at 9.30am on Tuesday 6 July All the latest M&S news, press releases
Information Service and will be published and investor presentations.
for this purpose. Votes can be cast once
on our website marksandspencer.com/
the Chairman has declared the poll open.
thecompany on 6 July 2021, or as soon A detailed account of our approach to
as reasonably practicable thereafter. corporate governance at M&S.
QUESTIONS
In 2020, all resolutions were passed at the
On the day, your questions will be posed meeting with votes ranging from 90.89%
to the Board by Kamal Ahmed. Where we to 99.97% in favour.
receive a number of questions covering
the same topic, Kamal will group these to EXPLANATORY NOTES
address as many of your queries as
possible. An explanation of each of the resolutions
to be voted on at the AGM is set out below
It is, of course, important to us that we
and on pages 202 to 204.
have the opportunity to hear from you,
EXPLANATORY NOTES TO THE RESOLUTIONS
TO RECEIVE THE REPORTS In accordance with the UK Corporate Governance Code, all
AND ACCOUNTS 1 directors will stand for election or re-election, as relevant, at the
AGM this year. Biographies are available on pages 62 and 63 of
The Board asks that shareholders receive the Annual Report the Annual Report, with further details available on our website,
and Financial Statements for the 53 weeks ended 3 April 2021. marksandspencer.com/thecompany. It is the Board’s view that
the directors’ biographies illustrate why each director’s
APPROVAL OF THE DIRECTORS’
REMUNERATION REPORT 2 contribution is, and continues to be, important to the
Company’s long-term sustainable success.
The Directors’ Remuneration Report sets out the pay and
APPOINTMENT AND
benefits received by each of the directors for the year ended
3 April 2021. In line with legislation, this vote is advisory and the REMUNERATION OF AUDITOR 13–14
directors’ entitlement to remuneration is not conditional on it. On the recommendation of the Audit Committee, the Board
proposes in resolution 13 that Deloitte LLP be reappointed
ELECTION OF
DIRECTORS 3–12 as auditor of the Company.
Resolution 14 proposes that the Audit Committee be authorised
The directors believe that the Board continues to maintain to determine the level of the auditor’s remuneration.
an appropriate balance of knowledge and skills and that all
the non-executive directors are independent in character AUTHORITY TO SUB-DIVIDE
and judgement. This follows a process of formal evaluation,
which confirms that each director in office at the time of the
THE ORDINARY SHARES 15
evaluation makes an effective and valuable contribution to the Resolutions 15, 16 and 22 relate to the nominal value of the
Board and demonstrates commitment to the role (including Company’s ordinary shares, having the effect of reducing the
making sufficient time available for Board and Committee nominal value from £0.25 to £0.01.
meetings and other duties as required). Evelyn Bourke joined At last year’s AGM, shareholders approved resolutions to
the Board on 1 February 2021. Evelyn has led transformative amend the Company’s share plan rules, ensuring that they all
change and brings extensive experience in financial services, permit the use of treasury or new issue shares to satisfy share
risk and capital management and mergers and acquisitions. awards. References to share plans means the Marks and
Fiona Dawson also joined the Board on 25 May 2021. Fiona has Spencer Group Restricted Share Plan 2015, the Marks and
an in-depth knowledge of the UK and global food retail industry Spencer Group Deferred Share Bonus Plan 2015, and the Marks
and a strong track record in sustainability, health and wellbeing, and Spencer Group Performance Share Plan 2015, all as
particularly women’s entrepreneurship and human rights. amended and all together the “Plans”.
198 Marks and Spencer Group plcEXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED
The move from purchasing shares in the market to issuing new consent of the Directors of the Company. The rights attaching
shares for the purposes of satisfying share awards under the to, and restrictions upon, the Deferred Shares are set out in
Plans has significantly lowered the Company’s costs of awarding resolution 16 and in accordance with Article 4 of the Articles of
equity to colleagues, and, as a result, improved the efficiency Association of the Company, if such resolution is approved, will
with which the Board uses shareholder funds. However, it still apply to the Deferred Shares as if such rights and restrictions
costs the Company disproportionately more than its peers to were set out in the Articles of Association of
issue equity for share awards because of the relatively high the Company.
nominal value of the Company’s ordinary shares. The Company
The rights attaching to the Deferred Shares will also grant
funds the £0.25 nominal value when shares are awarded rather
irrevocable authority to the Company to, inter alia:
than pass this cost to colleagues, as the nominal value
deduction could represent a significant proportion of a – Transfer the Deferred Shares to a person nominated by the
colleague’s award. By reducing the nominal value of the Directors for no consideration and without requiring the
Company’s ordinary shares to a level more akin to market consent of any holder of Deferred Shares to be obtained.
norms, and by transferring the nominal value burden to the
– Purchase any or all of the Deferred Shares without any further
award recipient, the administrative cost of issuing equity to
approval from the holders of the Deferred Shares.
satisfy share awards under the Plans will be largely eliminated.
We believe that this administrative change produces a more – Appoint any person on behalf of the holders of the Deferred
favourable outcome for shareholders and ensures that the Shares to execute a contract for the Company’s purchase of
Company’s resources are used in a way that minimises the Deferred Shares for an aggregate consideration of £0.01.
unnecessary costs. As detailed below, this change should not
– Cancel the Deferred Shares without payment to the holders.
impact the Company’s market share price.
Any buyback of the Deferred Shares would be effected by
Resolution 15 proposes that each existing ordinary share of
notice to the registered office of the Company addressed to a
£0.25 (each an “Existing Ordinary Share”) in issue at the close of
person nominated by the Directors to act on behalf of the
business on the date of the AGM will be subdivided into one
holders of the Deferred Shares.
ordinary share of £0.01 in the Company (each a “New Ordinary
Share”) and one deferred share of £0.24 in the Company (each a Resolution 16 is conditional on the passing of resolution 15.
“Deferred Share”) (the “Share Subdivision”). The purpose of the
Deferred Shares is to ensure that the reduction in the nominal RENEWAL OF THE POWERS
value of the ordinary shares does not result in a reduction in the OF THE BOARD TO ALLOT SHARES 17
capital of the Company. Each ordinary shareholder’s
proportionate interest in the Company’s issued ordinary share Paragraph (A) of this resolution 17 would give the directors
capital will remain unchanged as a result of the Share the authority to allot ordinary shares of the Company up
Subdivision. Aside from the change in nominal value, the rights to an aggregate nominal amount equal to (i) £163,043,966
attaching to the New Ordinary Shares (including voting and (if resolution 15 is not passed) or (ii) £6,521,758.64 (if resolution
dividend rights and rights on a return of capital) will be identical 15 is passed). These amounts represent 652,175,864 ordinary
to those of the Existing Ordinary Shares. No new share shares, being approximately one-third (33.33%) in each case of
certificates will be issued in respect of the New Ordinary Shares the nominal value of (i) the Existing Ordinary Shares in issue as
as existing share certificates will remain valid in respect of the at 25 May 2021, the latest practicable date before the
same number of New Ordinary Shares arising from the Share publication of this Notice, or (ii) the New Ordinary Shares
Subdivision. The number of ordinary shares of the Company calculated on the basis of the number of Existing Ordinary
listed on the Official List and admitted to trading on the London Shares in issue as at the same date (anticipating, for this
Stock Exchange’s main market for listed securities will not purpose, that the share subdivision described in resolution 15
change as a result of the Share Subdivision. The Share will be approved at the AGM).
Subdivision will not affect the Company’s net assets. In line with guidance issued by the Investment Association
Consequently, the market price for a New Ordinary Share (IA), paragraph (B) of this resolution would give the directors
immediately after the completion of the Share Subdivision authority to allot ordinary shares in connection with a rights
should, theoretically, be the same as the market price of an issue in favour of ordinary shareholders up to an aggregate
Existing Ordinary Share immediately prior to the Share nominal amount equal to (i) £326,087,932.25 (if resolution 15
Subdivision. Resolution 15 is conditional on the passing of is not passed) or (ii) £13,043,517.29 (if resolution 15 is passed),
resolution 16. as reduced by the nominal amount of any shares issued under
paragraph (A) of this resolution. These amounts (before any
APPROVING THE TERMS reduction) represent 1,304,351,729 ordinary shares, being
OF THE DEFERRED SHARES 16 approximately two-thirds (66.66%) in each case of the nominal
value of (i) the Existing Ordinary Shares in issue as at 25 May
Resolution 16 relates to the terms of the Deferred Shares to be
2021, the latest practicable date before the publication of this
issued as a result of the Share Subdivision proposed in
Notice, or (ii) the New Ordinary Shares calculated on the basis of
resolution 15. The Deferred Shares created on the Share
the number of Existing Ordinary Shares in issue as at the same
Subdivision becoming effective will have no voting or dividend
date (anticipating, for this purpose, that the share subdivision
rights and, on a return of capital on a winding up of the
described in resolution 15 will be approved at the AGM).
Company, the Deferred Shares will have the right to receive the
amount paid up on them only after ordinary shareholders have The authorities sought under paragraphs (A) and (B) of this
received, in aggregate, any amounts paid up on their ordinary resolution will expire at the conclusion of the AGM in 2022 or
shares plus £10 million per ordinary share. No share certificates on 1 October 2022, whichever is sooner. The directors have
will be issued in respect of the Deferred Shares, nor will CREST no present intention to exercise either of the authorities
accounts of shareholders be credited in respect of any sought under this resolution; however, the Board wishes to
entitlement to Deferred Shares, nor will they be admitted to the ensure that the Company has maximum flexibility in managing
Official List or to trading on the London Stock Exchange or any the Group’s capital resources.
other investment exchange. The Deferred Shares will not be
As at the date of this Notice, no shares are held by the
transferable at any time, other than with the prior written
Company in treasury.
Annual Report & Financial Statements 2021 199EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED
AUTHORITY TO MAKE acquisition or specified capital investment. The Pre-Emption
POLITICAL DONATIONS 18 Group’s Statement of Principles defines “specified capital
investment” as meaning one or more specific capital investment
The Companies Act 2006 (the “2006 Act”) prohibits companies
related uses for the proceeds of an issue of equity securities,
from making political donations to UK political organisations or
in respect of which sufficient information regarding the effect
independent candidates, or incurring UK political expenditure,
of the transaction on the Company, the assets the subject of
unless authorised by shareholders in advance.
the transaction and (where appropriate) the profits attributable
The Company does not make, and does not intend to make, to them is made available to shareholders to enable them to
donations to political organisations or independent reach an assessment of the potential return.
election candidates, nor does it incur or intend to incur any
Accordingly, the purpose of resolution 20 is to authorise
political expenditure.
the directors to allot new shares and other equity securities
However, the definitions of political donations, political pursuant to the allotment authority given by resolution 17,
organisations and political expenditure used in the 2006 or sell treasury shares for cash, without first being required to
Act are very wide. As a result, they can cover activities such as offer such securities to existing shareholders, up to a further
sponsorship, subscriptions, payment of expenses, paid leave nominal amount of (i) £24,456,595 (if resolution 15 is not passed)
for employees fulfilling certain public duties, and support or (ii) £978,263.80 (if resolution 15 is passed). This aggregate
for bodies representing the business community in policy nominal amount represents 97,826,380 ordinary shares, being
review or reform. approximately 5% in each case of the nominal value of (i) the
Existing Ordinary Shares in issue as at 25 May 2021, the latest
Shareholder approval is being sought on a precautionary basis
practicable date before the publication of this Notice, or (ii)
only, to allow the Company and any company which, at any
the New Ordinary Shares calculated on the basis of the
time during the period for which this resolution has effect,
number of Existing Ordinary Shares in issue as at the same
is a subsidiary of the Company, to continue to support the
date (anticipating, for this purpose, that the share subdivision
community and put forward its views to wider business and
described in resolution 15 will be approved at the AGM). The
government interests, without running the risk of inadvertently
authority granted by this resolution, if passed, will only be used
breaching legislation.
in connection with an acquisition or specified capital investment
The Board is therefore seeking authority to make political which is announced contemporaneously with the allotment, or
donations and to incur political expenditure not exceeding which has taken place in the preceding six-month period and is
£50,000 in total. In line with best practice guidelines published disclosed in the announcement of the issue. If the authority
by the IA, this resolution is put to shareholders annually rather given in resolution 20 is used, the Company will publish details
than every four years as required by the 2006 Act. of its use in its next Annual Report.
The authority granted by resolution 20 would be in addition to
AUTHORITY TO DISAPPLY
PRE-EMPTION RIGHTS 19–20 the general authority to disapply pre-emption rights under
resolution 19. The maximum nominal value of equity securities
Resolutions 19 and 20 are proposed as special resolutions. If the that could be allotted if both authorities were used would be
directors wish to allot new shares or other equity securities, (i) £48,913,190 (if resolution 15 is not passed) or (ii) £1,956,527.59
or sell treasury shares, for cash (other than in connection with (if resolution 15 is passed), which represents in each case
an employee share scheme), company law requires that these approximately 10% of the nominal value of (i) the Existing
shares are first offered to shareholders in proportion to their Ordinary Shares in issue as at 25 May 2021, being the latest
existing holdings. practicable date before the publication of this Notice, or (ii)
the New Ordinary Shares calculated on the basis of the number
At last year’s AGM, a special resolution was passed, in line with of Existing Ordinary Shares in issue as at the same date
institutional shareholder guidelines, empowering the directors (anticipating, for this purpose, that the share subdivision
to allot equity securities for cash without first offering them to described in resolution 15 will be approved at the AGM).
existing shareholders in proportion to their existing holdings.
It is proposed, under resolution 19, that this authority be The directors intend to adhere to the provisions in the
renewed. If approved, the resolution will authorise the directors Pre-emption Group’s Statement of Principles and not to allot
to issue shares in connection with pre-emptive offers, or shares or other equity securities or sell treasury shares for
otherwise to issue shares for cash up to an aggregate nominal cash on a non pre-emptive basis pursuant to the authority
amount of (i) £24,456,595 (if resolution 15 is not passed) or in resolution 19 in excess of an amount equal to 7.5% of the
(ii) £978,263.80 (if resolution 15 is passed) which includes total issued ordinary share capital of the Company, excluding
the sale on a non pre-emptive basis of any shares the Company treasury shares, within a rolling three-year period, other than:
holds in treasury for cash. This aggregate nominal amount (i) with prior consultation with shareholders; or
represents 97,826,380 ordinary shares, being approximately
5% in each case of the nominal value of (i) the Existing Ordinary (ii) in connection with an acquisition or specified capital
Shares in issue as at 25 May 2021, the latest practicable date investment which is announced contemporaneously with
before the publication of this Notice, or (ii) the New Ordinary the allotment or which has taken place in the preceding
Shares calculated on the basis of the number of Existing six-month period and is disclosed in the announcement
Ordinary Shares in issue as at the same date (anticipating, for of the allotment.
this purpose, that the share subdivision described in resolution The directors have no current intention to allot shares except in
15 will be approved at the AGM). connection with employee share schemes. These authorities will
The Pre-Emption Group’s Statement of Principles also supports expire at the conclusion of the AGM in 2022 or on 1 October
the annual disapplication of pre-emption rights in respect of 2022, whichever is sooner.
allotments of shares and other equity securities and sales of
treasury shares for cash where these represent no more than
an additional 5% of issued ordinary share capital (exclusive of
treasury shares) and are used only in connection with an
200 Marks and Spencer Group plcEXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED
AUTHORITY FOR THE COMPANY TO This is the same authority as was sought and granted at last
PURCHASE ITS OWN SHARES 21 year’s AGM.
Authority is sought for the Company to purchase up to 10% of AMENDMENTS TO THE ARTICLES
its issued ordinary shares renewing the authority granted by
the shareholders at previous AGMs.
OF ASSOCIATION 24
The Board is proposing that the Company adopt new articles
The directors have no present intention of exercising the
of association (the “New Articles”), the principal changes of
authority to purchase the Company’s own ordinary shares;
which are set out below. The main objective of these changes
however, this authority would provide them with the flexibility
is to improve our overall engagement with shareholders, and
to do so in the future, if the prevailing market conditions made
shareholders’ experiences with managing their shareholding.
such purchases in the best interests of shareholders generally.
These changes do not impact institutional or nominee
Ordinary shares purchased by the Company pursuant to shareholdings.
this authority may be held in treasury or may be cancelled.
Of our circa 140,000 private shareholders owning equity in their
It remains the Company’s intention to cancel any shares it
own name, there are at least 10,000 shareholders based on our
buys back rather than hold them in treasury. The Company
analysis who we have lost contact with or are unable to pay
currently holds no shares in treasury. The resolution specifies
dividends to, because their personal details have changed or
the minimum and maximum prices which may be paid for any
they have not provided us with their dividend bank mandate.
ordinary shares purchased under this authority, reflecting the
For the protection of shareholders’ personal information and
requirements of the Listing Rules.
in line with our Plan A, cost saving and operational efficiency
The Company has options outstanding over 115 million ordinary objectives, the New Articles will allow us to act sooner to cease
shares, representing 5.92% of the Company’s issued ordinary sending documents to addresses where we know a shareholder
share capital as at 25 May 2021, the latest practicable date no longer lives, and also to forfeit shares and dividends where
before the publication of this Notice. we have been unable to make contact with a shareholder for a
period of six years.
If the existing authority given at the 2020 AGM and the
authority now being sought by this resolution were to be fully In summary, the New Articles:
used, these options would represent 6.58% of the Company’s
(A) Clarify that shareholder bank mandates for dividends can
ordinary share capital in issue at that date.
also be used for “other money payable in cash relating to a
share”, ensuring that cheques are no longer used for any
AUTHORITY FOR THE COMPANY TO
PURCHASE ITS DEFERRED SHARES 22 payments due to shareholders in relation to their shares.
(B) Clarify the Company’s definition of inactive or “gone away”
Authority is sought for the Company to make an off-market shareholders, to ensure that we do not continue to send mail
purchase of its Deferred Shares of £0.24 each in accordance to shareholders after one instance of returned and
with the terms of (i) the Deferred Shares (which shall have such unopened mail, and we do not continue to pay dividends by
rights and restrictions attached to them as detailed in bank transfer after one instance of a failed dividend
resolution 16) and (ii) the share purchase agreement made payment (in either case following reasonable enquiries to
available to shareholders pursuant to Section 696(2) of the establish the shareholder’s current correct details).
2006 Act; with such power to apply until 6 July 2026.
(C) Reduce the period of time after which we are able to forfeit a
It is the Company’s intention to complete the purchase of its dormant shareholder’s dividends and shares, from 12 years
Deferred Shares as soon as practicable after the Share to six years, following efforts to trace the shareholder.
Subdivision detailed in resolution 15, and subsequently to
cancel the Deferred Shares. (D) Clarify that a shareholder can exercise their “right to speak”
during a general meeting, when the chairman of the
Resolution 22 is conditional on the passing of resolutions 15 meeting is satisfied that arrangements are in place for
and 16. shareholders to communicate any questions and opinions
they may have on the business of the meeting.
NOTICE OF
GENERAL MEETING 23 The New Articles showing all the proposed changes to the
Company’s existing articles are available for inspection,
In accordance with the 2006 Act, the notice period for general as noted on page 205 of this document.
meetings (other than an AGM) is 21 clear days’ notice unless the
Company: RECOMMENDATION
(i) Has gained shareholder approval for the holding of general
Your directors believe that the proposals described above
meetings on 14 clear days’ notice by passing a special
are in the best interests of the Company and its shareholders
resolution at the most recent AGM; and
as a whole, and recommend you give them your support by
(ii) Offers the facility for all shareholders to vote by voting in favour of all the resolutions, as they intend to in
electronic means. respect of their own beneficial shareholdings.
The Company would like to preserve its ability to call general Yours faithfully,
meetings (other than an AGM) on 14 clear days’ notice. This
shorter notice period would not be used as a matter of routine,
but only where the flexibility is merited by the business of the
meeting and is thought to be in the interests of shareholders
Nick Folland, General Counsel
as a whole.
and Company Secretary
Resolution 23 seeks such approval and, should this resolution
London, 25 May 2021
be approved, it will remain valid until the end of the next AGM.
Annual Report & Financial Statements 2021 201MARKS AND SPENCER GROUP PLC
NOTICE OF MEETING
6 JULY 2021
Notice is given that the Annual General 14. To resolve that the Audit Committee (iii) Does not entitle its holder to
Meeting of Marks and Spencer Group plc determine the remuneration of the receive a share certificate in
(the “Company”) will be held at and auditor on behalf of the Board. respect of their shareholding,
broadcast from Waterside House, 35 save as required by law.
North Wharf Road, London, W2 1NW, 15. DIRECTORS’ AUTHORITY TO
(iv) Does not entitle its holder to
in accordance with the information SUBDIVIDE ORDINARY SHARES
receive notice of, nor attend,
provided on page 207, on Tuesday 6
To resolve that, subject to the passing speak or vote at any general
July 2021 at 11am (the “AGM”) for the
of resolution 16, each of the ordinary meeting of the Company.
purposes set out below.
shares of £0.25 in the capital of the
(v) Shall not be transferrable at any
Resolutions 1 to 18 will be proposed as Company in issue at the close of business
time other than with the prior
ordinary resolutions, and resolutions 19 to on the date of this meeting (or such other
written consent of the directors of
24 will be proposed as special resolutions. time and date as the directors may
the Company.
1. To receive the Annual Report and determine) be subdivided into one
ordinary share of £0.01 in the capital of the (B) The Company may at its option and is
Financial Statements for the 53 weeks
Company, having the same rights and irrevocably authorised at any time
ended 3 April 2021.
being subject to the same restrictions after the creation of the deferred
2. To approve the Directors’ Remuneration in all respects as the existing ordinary shares to:
Report for the year ended 3 April 2021, as shares of £0.25 each in the capital of the
(i) Appoint any person to act on
set out on pages 94 to 105 of the Company (save as to nominal value) and
behalf of any or all holders of a
Annual Report. one deferred share of £0.24 in the capital
deferred share, without obtaining
To re-elect the following directors who are of the Company, having the rights and
the sanction of the holders, to
seeking annual re-election in accordance being subject to the restrictions set out in
transfer any or all of such deferred
with the UK Corporate Governance Code: resolution 16 below.
shares held by such holder(s) for nil
consideration to any person
3. Archie Norman 16. DEFERRED SHARES
appointed by the directors of
4. Steve Rowe To resolve that, subject to the passing the Company.
5. Eoin Tonge of resolution 15, the deferred shares of (ii) Without obtaining the sanction
£0.24 in the capital of the Company shall of the holder(s), but subject to the
6. Andrew Fisher confer on the holder such rights, and shall Companies Act 2006, purchase
7. Andy Halford be subject to the restrictions, as follows: any or all of the deferred shares
(A) A deferred share: then in issue and to appoint any
8. Tamara Ingram
person to act on behalf of all
9. Justin King (i) D
oes not entitle its holder to holders of deferred shares to
receive any dividend or distribution transfer and execute a contract
10. Sapna Sood declared, made or paid or any of sale and a transfer of all the
To elect the following directors return of capital (save as provided deferred shares to the Company
appointed to the Board since the in (A)(ii) below) and does not entitle for an aggregate consideration
last Annual General Meeting: its holder to any further or other of £0.01.
right of participation in the assets
11. Evelyn Bourke of the Company. (C) Any offer by the Company to
purchase the deferred shares may
12. Fiona Dawson (ii) E
ntitles its holder to participate on be made by the directors of the
13. To resolve that Deloitte LLP be, and is a return of assets on a winding up Company depositing at the registered
hereby, reappointed as auditor of the of the Company, such entitlement office of the Company a notice
Company to hold office until the to be limited to the repayment of addressed to such person as the
conclusion of the next general meeting the amount paid up or credited as directors shall have nominated
at which accounts are laid before paid up on such share and shall be on behalf of the holders of the
the Company. paid only after the holders of any deferred shares.
and all ordinary shares then in
issue have received (1) payment in (D) The Company shall have the
respect of such amount as is paid irrevocable authority to authorise and
up or credited as paid up on those instruct a single holder or any other
ordinary shares held by them at person on behalf of all holders of
that time, plus (2) the payment in deferred shares to exercise any vote
cash or in specie of £10,000,000 to which holders of deferred shares
To view our Board biographies go to may be entitled by law or in any other
the Investors section of our corporate on each such ordinary share.
circumstances or for any other matter
website, marksandspencer.com/ connected to the deferred shares.
thecompany
202 Marks and Spencer Group plc(E) The rights attached to the deferred and so that the directors may impose 19. GENERAL DISAPPLICATION OF
shares shall not be deemed to be any limits or restrictions and make any PRE-EMPTION RIGHTS
varied or abrogated by the creation or arrangements which they consider
issue of any new shares ranking in necessary or appropriate to deal with any To resolve as a special resolution that,
priority to or pari passu with or treasury shares, fractional entitlements, subject to the passing of resolution 17,
subsequent to such shares, any record dates, legal, regulatory or practical the directors be empowered to allot
amendment or variation of the rights problems in, or under the laws of, equity securities (as defined in the
of any other class of shares of the any territory or any other matter. Companies Act 2006) for cash under the
Company, the Company reducing authority given by that resolution (set out
The authorities conferred on the directors in this Notice of Meeting), and/or to sell
its share capital or share premium
to allot securities under paragraphs (A) ordinary shares held by the Company as
account or the surrender,
and (B) will expire at the conclusion of the treasury shares for cash, as if Section 561
cancellation, redemption or purchase
AGM of the Company to be held in 2022 of the Companies Act 2006 did not apply
of any share, whether a deferred
or on 1 October 2022, whichever is sooner, to any such allotment or sale, provided
share or otherwise.
unless previously revoked or varied by the that such authority be limited:
(F) The Company shall have the Company, and such authority shall extend
irrevocable authority to cancel any to the making before such expiry of an (A) to the allotment of equity securities
deferred share without making any offer or an agreement that would or might and sale of treasury shares in
payment to the holder and such require relevant securities to be allotted connection with an offer of, or
cancellation shall not be deemed after such expiry, and the directors may invitation to apply for, equity
to be a variation or abrogation allot relevant securities in pursuance of securities (but in the case of the
of the rights attaching to such that offer or agreement as if the authority authority granted under paragraph
deferred share. conferred hereby had not expired. (B) of resolution 17, by way of a
rights issue only):
Such rights and restrictions in (A) - (F)
18. POLITICAL DONATIONS (i) t o ordinary shareholders in
above attaching to the deferred shares
shall apply to the deferred shares as if proportion (as nearly as may
To resolve that, in accordance with Section
they were set out in the Company’s be practicable) to their existing
366 of the Companies Act 2006, the
Articles of Association. holdings; and
Company, and any company which, at
any time during the period for which (ii) t o holders of other equity
17. DIRECTORS’ AUTHORITY TO this resolution has effect, is a subsidiary securities as required by the
ALLOT SHARES of the Company, be and are authorised to: rights of those securities or
as the directors otherwise
To resolve that the directors be and (A)
make political donations to political
consider necessary;
are authorised generally and parties or independent election
unconditionally to exercise all the powers candidates, not exceeding £50,000 and so that the directors may impose
of the Company to allot shares in the in total; any limits or restrictions and make any
Company and to grant rights to subscribe arrangements which they consider
(B)
make political donations to political
for or convert any security into shares in necessary or appropriate to deal with any
organisations other than political
the Company: treasury shares, fractional entitlements,
parties, not exceeding £50,000
record dates, legal, regulatory or practical
(A) Up to a nominal amount of in total; and
problems in, or under the laws of, any
£163,043,966 (if resolution 15 is
(C)
incur political expenditure not territory or any other matter; and
not passed) or £6,521,758.64 (if
exceeding £50,000 in total;
resolution 15 is passed) (and in either (B) in the case of the authority granted
case such amount to be reduced by provided that the aggregate amount under paragraph (A) of resolution 17
any allotments or grants made under of any such donations and expenditure and/or in the case of any sale of
paragraph (B) below in excess of such shall not exceed £50,000, during the treasury shares, to the allotment
sum); and period beginning with the date of the of equity securities or sale of treasury
passing of this resolution and ending shares (otherwise than under
(B) Comprising equity securities (as
at the conclusion of the AGM to be paragraph (A) above) up to a nominal
defined in Section 560(1) of the
held in 2022 or on 1 October 2022, amount of £24,456,595 (if resolution
Companies Act 2006) up to a nominal
whichever is sooner. 15 is not passed) or £978,263.80
amount of £326,087,932.25 (if
(if resolution 15 is passed);
resolution 15 is not passed) or For the purpose of this resolution, the
£13,043,517.29 (if resolution 15 is terms “political donations”, “political and shall expire at the conclusion of the
passed) (and in either case such parties”, “independent election AGM to be held in 2022 or on 1 October
amount to be reduced by any candidates”, “political organisations” and 2022, whichever is sooner (unless
allotments made under paragraph “political expenditure” have the meanings previously revoked or varied by the
(A) above) in connection with an offer set out in Sections 363 to 365 of the Company in general meeting), provided
by way of a rights issue: Companies Act 2006. that the Company may before that date
make offers, and enter into agreements,
(i) To ordinary shareholders in
which would, or might, require equity
proportion (as nearly as may
securities to be allotted (and treasury
be practicable) to their existing
shares to be sold) after the authority
holdings; and
ends and the directors may allot equity
(ii) T
o holders of other equity securities (and sell treasury shares) under
securities as required by the any such offer or agreement as if the
rights of those securities or authority had not ended.
as the directors otherwise
consider necessary;
Annual Report & Financial Statements 2021 20320. ADDITIONAL DISAPPLICATION 21. COMPANY’S AUTHORITY TO 22. COMPANY’S AUTHORITY TO
OF PRE-EMPTION RIGHTS PURCHASE ITS OWN SHARES PURCHASE DEFERRED SHARES
To resolve as a special resolution that, To resolve as a special resolution that the To resolve as a special resolution, subject
subject to the passing of resolution 17, Company is authorised for the purposes to and conditional upon the passing of
the directors be empowered in addition of Section 701 of the Companies Act 2006 resolutions 15 and 16, that:
to any authority granted under resolution to make one or more market purchases
(A) the share purchase agreement made
19 to allot equity securities (as defined in (as defined in Section 693(4) of the
available to shareholders pursuant to
the Companies Act 2006) for cash under Companies Act 2006) of its ordinary
Section 696(2) of the Companies Act
the authority given by that resolution 17 shares of £0.25 each (if resolution 15 is not
2006 (the “Off-market Share Purchase
(set out in this Notice of Meeting) and/or to passed) or of its ordinary shares of £0.01
Contract”) is authorised; and
sell ordinary shares held by the Company each (if resolution 15 is passed), such
as treasury shares for cash as if Section 561 power to be limited: (B) the Company is authorised for the
of the Companies Act 2006 did not apply purposes of Section 694 of the
(A) to a maximum number of 195,652,759
to any such allotment or sale, provided Companies Act 2006 to make an
ordinary shares;
that such authority be: off-market purchase (as defined in
(B) by the condition that the minimum Section 693(2) of the Companies Act
(A) limited to the allotment of equity
price which may be paid for an 2006) of its deferred shares of £0.24
securities or sale of treasury shares up
ordinary share is £0.25 (if resolution 15 each in accordance with the terms of:
to a nominal amount of £24,456,595
is not passed) or £0.01 (if resolution 15
(if resolution 15 is not passed) or (i) the Deferred Shares as detailed in
is passed) and the maximum price
£978,263.80 (if resolution 15 is resolution 16 above; and
which may be paid for an ordinary
passed); and
share is the highest of: (ii) the Off-market Share Purchase
(B) used only for the purposes of Contract;
(i) an amount equal to 105% of
financing (or refinancing, if the
the average market value of an with such authorisation to apply until
authority is to be used within six
ordinary share for the five business 6 July 2026.
months after the original transaction)
days immediately preceding the
a transaction which the directors
day on which that ordinary share is 23. CALLING OF GENERAL MEETINGS
of the Company determine to be
contracted to be purchased; and ON 14 DAYS’ NOTICE
an acquisition or other capital
investment of a kind contemplated (ii) the higher of the price of the last To resolve as a special resolution that a
by the Statement of Principles on independent trade of an ordinary general meeting other than an Annual
Disapplying Pre-Emption Rights share and the highest current General Meeting may be called on no
most recently published by the independent bid for an ordinary fewer than 14 clear days’ notice.
Pre-Emption Group prior to the share on the trading venue where
date of this Notice of Meeting; the purchase is carried out; 24. AMENDMENTS TO THE ARTICLES
and shall expire at the conclusion of the in each case, exclusive of expenses, such OF ASSOCIATION
AGM to be held in 2022 or on 1 October power to apply until the end of the AGM To resolve as a special resolution that,
2022, whichever is sooner (unless to be held in 2022 or until 1 October 2022, with effect from the end of the AGM, the
previously revoked or varied by the whichever is sooner, but in each case articles of association produced to the
Company in general meeting), provided so that the Company may enter into a meeting and signed by the Chairman for
that the Company may before that date contract to purchase ordinary shares the purpose of identification, are adopted
make offers, and enter into agreements, which will or may be completed or as the articles of association of the
which would, or might, require equity executed wholly or partly after the power Company in substitution for, and to the
securities to be allotted (and treasury ends and the Company may purchase exclusion of, the Company’s existing
shares to be sold) after the authority ordinary shares pursuant to any such articles of association.
ends and the directors may allot equity contract as if the power had not ended.
securities (and sell treasury shares)
under any such offer or agreement By order of the Board
as if the authority had not ended.
Nick Folland, General Counsel
and Company Secretary
London, 25 May 2021
Registered office Waterside House,
35 North Wharf Road, London W2 1NW.
Registered in England and Wales
No. 4256886.
204 Marks and Spencer Group plcNOTES
1. Biographies of the directors seeking 4. In the case of joint holders, where more 11. To be entitled to join the meeting,
election (or re-election) are given in the than one of the joint holders purports to submit questions and vote (and for the
Annual Report on pages 62 and 63, appoint a proxy, only the appointment purpose of the determination by the
including their membership of the submitted by the most senior holder will Company of the votes they may cast),
principal Committees. The terms of the be accepted. Seniority is determined by shareholders must be entered on the
current directors’ service contracts are the order in which the names of the joint Register of Members of the Company
such that all executive director holders appear in the Company’s register by 6.30pm on Friday 2 July 2021 (or, in the
appointments may be terminated by the of members in respect of the joint holding event of any adjournment, 6.30pm on the
Company giving 12 months’ notice and by (the first-named being the most senior). date which is two working days prior to
the individual giving six months’ notice; the adjourned meeting). Changes to the
5. Votes submitted in advance of the
non-executive directors have agreements Register of Members after the relevant
meeting using the Lumi website will
for service which can be terminated on deadline shall be disregarded in
constitute an instruction to appoint the
three months’ notice by either party; the determining the rights of any person
Chairman of the meeting as proxy. The
Chairman has an agreement for service to join, submit questions and vote at
shares covered by the instruction will be
which requires six months’ notice by the meeting.
voted as directed by the shareholder in
either party.
respect of the resolutions referred to in 12. The following documents are available
2. Registered Shareholders: Members this Notice of Meeting at the meeting and for inspection at an agreed time at the
are entitled to appoint a proxy to exercise at any adjournment of it. Company’s registered office: Waterside
all or any of their rights to attend, speak House, 35 North Wharf Road, London
6. To be valid, any proxy form or other
and vote on their behalf at the AGM. W2 1NW. Email company.secretary@
instrument appointing a proxy must be
Members may appoint more than one marks-and-spencer.com during
received by post (during normal business
proxy in relation to the AGM, provided that normal business hours on any weekday
hours only) or by hand at Equiniti, Aspect
each proxy is appointed to exercise the (excluding public holidays).
House, Spencer Road, Lancing, West
rights attached to a different share or
Sussex BN99 6DA no later than 11am (i) Copies of the executive directors’
shares held by that shareholder. A proxy
on Friday 2 July 2021. service contracts.
need not be a shareholder of the
Company. To request one or more paper 7. The return of a completed paper proxy (ii) Copies of the non-executive directors’
proxy forms (to appoint more than one form, other such instrument or any letters of appointment.
proxy), please contact our shareholder CREST proxy instruction (as described
(iii) Copies of the directors’ Deeds
helpline on 0345 609 0810. Please indicate in paragraph 15 on the following page)
of Indemnity.
the number of shares in relation to which will not prevent a shareholder voting later
each proxy is authorised to act in the box if they wish to do so. (iv) A copy of the current Articles of
below the proxy holder’s name. Please Association of the Company, marked
8. Indirect shareholders: Any person to
also indicate if the instruction is one of to show the changes proposed by
whom this Notice is sent who is a person
multiple instructions being given, and if a resolution 24, together with a copy of
nominated under Section 146 of the
proxy is being appointed for less than your the proposed new Articles of
Companies Act 2006 to enjoy information
full entitlement, please enter the number Association of the Company.
rights (a “Nominated Person”) may,
of shares in relation to which each such
under an agreement between them and (v) The draft share purchase agreement
proxy is entitled to act in the box below
the shareholder by whom they were in relation to the Company’s off-
the relevant proxy holder’s name. The
nominated, have a right to be appointed market purchase of the Deferred
proxy form assumes you wish to vote on
(or to have someone else appointed) as a Shares which is proposed to be
all your shares in the same way. To vote
proxy for the AGM. If a Nominated Person executed by the Company and a
only part of your holding or to vote some
has no such proxy appointment right or person nominated by the Company
shares one way and some another, please
does not wish to exercise it, they may, to act on behalf of the Company’s
contact the shareholder helpline. All
under any such agreement, have a right shareholders (in accordance with
proxy forms must be signed and should
to give instructions to the shareholder the terms of the Deferred Shares in
be returned together.
as to the exercise of voting rights. resolution 16 and the Company’s
3. If you would like to submit your vote authority to purchase the Deferred
9. The statement of the rights of
electronically in advance of the AGM, Shares in resolution 22, each
shareholders in relation to the
you can do so by accessing the Lumi such resolution as proposed
appointment of proxies in paragraphs
website, https://web.lumiagm.com. to shareholders).
2 to 7 does not apply to Nominated
Instructions are available on page 208
Persons. The rights described in these Copies of these documents will also be
of this Notice. Alternatively, you can
paragraphs can only be exercised by available at the AGM upon request, from
submit your instruction by visiting
shareholders of the Company. 9.30am on the morning of the AGM until
shareview.co.uk (see page 209 for further
the meeting’s conclusion.
instructions). You are advised to read the 10. Nominated Persons are reminded that
terms and conditions of use. All advance they should contact the registered holder 13. Shareholders are advised that,
proxy votes regardless of how they are of their shares (and not the Company) on unless otherwise specified, the telephone
cast are to be returned by 11am on Friday matters relating to their investments in numbers, website and email addresses
2 July 2021. If you return paper and the Company. set out in this Notice or proxy forms are
electronic instructions, those received last not to be used for the purpose of serving
by the Registrar before 11am on Friday 2 information or documents on the
July 2021 will take precedence. Electronic Company, including the service of
communication facilities are available to documents or information relating to
all shareholders and those that use them proceedings at the Company’s AGM.
will not be disadvantaged.
Annual Report & Financial Statements 2021 205NOTES CONTINUED
14. As at 25 May 2021 (the latest 17. CREST members and, where applicable, 21. Under Section 527 of the Companies
practicable date before the publication of their CREST sponsors, or voting service Act 2006, members meeting the
this Notice), the Company’s issued share providers should note that Euroclear UK & threshold requirements set out in that
capital consists of 1,956,527,593 ordinary Ireland Limited does not make available section have the right to require the
shares carrying one vote each. No shares special procedures in CREST for any Company to publish on a website a
are held in treasury. Therefore, the total particular message. Normal system statement setting out any matter
voting rights in the Company as at 25 May timings and limitations will, therefore, relating to:
2021 are 1,956,527,593. apply in relation to the input of CREST
(i) the audit of the Company’s accounts
proxy instructions. It is the responsibility
15. CREST members who wish to appoint (including the auditor’s report and
of the CREST member concerned to take
a proxy or proxies through the CREST the conduct of the audit) that are to
(or, if the CREST member is a CREST
electronic proxy appointment service may be laid before the AGM; or
personal member, or sponsored member,
do so for the AGM and any adjournment
or has appointed a voting service provider, (ii)
any circumstance connected with
thereof by using the procedures described
to procure that their CREST sponsor or an auditor of the Company ceasing
in the CREST manual. CREST personal
voting service provider(s) take(s)) such to hold office since the previous
members or other CREST-sponsored
action as shall be necessary to ensure that meeting at which annual accounts
members, and those CREST members who
a message is transmitted by means of the and reports were laid in accordance
have appointed a service provider, should
CREST system by any particular time. with Section 437 of the Companies
refer to their CREST sponsor or voting
In this connection, CREST members and, Act 2006.
service provider, who will be able to take
where applicable, their CREST sponsors or
the appropriate action on their behalf. The Company may not require the
voting system providers are referred in
shareholders requesting any such website
16. For a proxy appointment or instruction particular to those sections of the CREST
publication to pay its expenses in
made using the CREST service to be manual concerning practical limitations
complying with Sections 527 or 528 of the
valid, the appropriate CREST message of the CREST system and timings.
Companies Act 2006. Where the Company
(a “CREST proxy instruction”) must be
18. The Company may treat as invalid is required to place a statement on a
properly authenticated in accordance
a CREST proxy instruction in the website under Section 527 of the
with Euroclear UK & Ireland Limited’s
circumstances set out in Regulation Companies Act 2006, it must forward the
specifications and must contain the
35(5)(a) of the Uncertificated Securities statement to the Company’s auditor no
information required for such instruction,
Regulations 2001. later than the time when it makes the
as described in the CREST manual
statement available on the website. The
(available via euroclear.com). The 19. If you are an institutional investor,
business that may be dealt with at the
message, regardless of whether it you may be able to appoint a proxy
AGM includes any statement that the
constitutes the appointment of a proxy or electronically via the Proxymity platform,
Company has been required to publish on
is an amendment to the instruction given a process which has been agreed by the
a website under Section 527 of the
to a previously appointed proxy must, in Company and approved by the Registrar.
Companies Act 2006.
order to be valid, be transmitted so as to For further information regarding
be received by Equiniti (ID RA19) by 11am Proxymity, please go to www.proxymity.io. 22. Any member joining the meeting has
on Friday 2 July 2021. For this purpose, the Your proxy must be lodged by 11am on the right to ask questions. The Company
time of receipt will be taken to be the time Friday 2 July 2021 in order to be considered must cause to be answered any such
(as determined by the time stamp applied valid. Before you can appoint a proxy via question relating to the business being
to the message by the CREST Application this process you will need to have agreed dealt with at the meeting but no such
Host) from which Equiniti is able to retrieve to Proxymity’s associated terms and answer need be given if:
the message by enquiry to CREST in the conditions. It is important that you read
(i)
to do so would interfere unduly
manner prescribed by CREST. After this these carefully as you will be bound by
with the preparation for the meeting
time, any change of instructions to proxies them and they will govern the electronic
or involve the disclosure of
appointed through CREST should be appointment of your proxy.
confidential information;
communicated to the appointee through
20. Any corporation that is a member
other means. (ii) the answer has already been given
can appoint one or more corporate
on a website in the form of an answer
representatives who may exercise on
to a question; or
its behalf all of its powers as a member,
provided that they do not do so in (iii) it is undesirable in the interests
relation to the same shares. of the Company or the good order
of the meeting that the question
be answered.
23. A copy of this Notice, and other
information required by Section 311A of
the Companies Act 2006, can be found at
marksandspencer.com/thecompany
24. Please see the letter dated 25 May 2021
from the General Counsel and Company
Secretary on pages 197 to 201 for further
explanatory notes.
206 Marks and Spencer Group plcYou can also read
