AMENDMENT NO. 2 TO DEPOSIT AGREEMENTDeposit Agreement • December 15th, 2020 • Deutsche Bank Trust Co Americas/ ADR Group • New York
Contract Type FiledDecember 15th, 2020 Company JurisdictionAMENDMENT No. 2 dated as of , 2020 (the "Amendment") to the Deposit Agreement, dated as of March 19, 2002, as amended and supplemented by Supplemental Agreement No. 1, dated February 26, 2008 (the "Deposit Agreement"), by and among (i) Marks and Spencer Group p.l.c., a company incorporated and existing under the laws of England and Wales (the "Company"), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary (the "Depositary"), and (iii) all Holders from time to time of American Depositary Receipts issued thereunder.