Business

Tender Offer and Proposed Redemption

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

a Tender Offer for its outstanding £250,000,000 3.250 per cent. Notes due 10 July 2027

and its intention to redeem its outstanding Sterling-denominated 3.750 per cent. Notes due 19 May 2026 (of which £109,379,000 remains outstanding)

Marks and Spencer plc (the Company) announces today an invitation to holders of its outstanding £250,000,000 3.250 per cent. Notes due 10 July 2027 (the Notes) to tender any and all of their Notes for purchase by the Company for cash (such invitation, the Offer).

The Offer is being made on the terms and subject to the conditions (including, but not limited to the New Financing Condition) contained in the tender offer memorandum dated 9 February 2026 (the Tender Offer Memorandum) prepared by the Company, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

For detailed terms of the Offer, please refer to the Tender Offer Memorandum, copies of which are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

In addition, the Company announces today its current intention to redeem its outstanding Sterling-denominated 3.750 per cent. Notes due 19 May 2026 (ISIN: XS2258453369; the 2026 Notes) (of which £109,379,000 remains outstanding), as further described under "Intention to redeem the 2026 Notes" below. The 2026 Notes are not part of, and may not be tendered for purchase pursuant to, the Offer.

£250,000,000 3.250 per cent. Notes due 10 July 2027

To be determined as set out herein by reference to the Purchase Spread and the Benchmark Security Rate