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AGM results and directorate change

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Mothercare plc Annual General Meeting 19 November 2024: Results

Annual General Meeting

At the annual general meeting held at 11.00am on 19 November 2024, the
resolutions before the meeting were passed.

The following proxy votes had been received by the Company in respect of the
resolutions:

Resolutions 11 to 13 were Special Resolutions.

     Resolution                                                                                                                      Votes For    %      Votes Against  %     Total votes cast (including discretionary)  % ISC  Votes withheld*  
 1   To receive the annual accounts, directors’ report, strategic report, directors’ remuneration report and auditor’s report        429,307,140  99.99  63,312         0.01  429,370,452                                 76.15  15,993           
 2   To approve the directors’ remuneration report                                                                                   429,227,087  99.97  134,654        0.03  429,361,741                                 76.15  24,704           
 3   To re-elect Clive Whiley as a director                                                                                          429,253,933  99.97  108,706        0.03  429,362,639                                 76.15  23,806           
 4   To re-elect Andrew Cook as a director                                                                                           429,242,222  99.97  107,979        0.03  429,350,201                                 76.15  36,244           
 5   To re-elect Gillian Kent as a director                                                                                          429,279,927  99.98  75,126         0.02  429,355,053                                 76.15  31,392           
 6   To re-elect Brian Small as a director                                                                                           429,300,876  99.98  79,644         0.02  429,380,520                                 76.15  5,925            
 7   To re-appoint auditors                                                                                                          429,249,295  99.97  116,750        0.03  429,366,045                                 76.15  20,400           
 8   Auditors remuneration                                                                                                           429,286,413  99.98  77,017         0.02  429,363,430                                 76.15  23,015           
 9   Authority for the directors to allot shares                                                                                     429,242,519  99.97  107,951        0.03  429,350,470                                 76.15  35,975           
 10  To authorise political donations by the company and its subsidiaries                                                            420,871,076  98.02  8,515,020      1.98  429,386,096                                 76.15  349              
 11  Authority to disapply pre-emption rights                                                                                        429,277,358  99.98  106,925        0.02  429,384,283                                 76.15  2,162            
 12  Authority to further disapply pre-emption rights                                                                                429,247,608  99.97  136,217        0.03  429,383,825                                 76.15  2,620            
 13  Authority to purchase own shares                                                                                                429,268,925  99.97  116,145        0.03  429,385,070                                 76.15  1,375            

Notes 
* A vote withheld is not a vote in law and is not counted in the calculation
of votes ‘for’ and ‘against’ each resolution

As at 15 November 2024, the Company’s issued share capital and total voting
rights consisted of 563,836,626 ordinary shares each carrying voting rights.
There are no shares in treasury. As a result, proxy votes representing
approximately 76% of the voting capital were cast for the AGM.

The full text of the resolutions can be found in the Notice of Meeting on the
Company’s website, www.mothercareplc.com.

Board change
Upon Clive Whiley’s appointment as Chairman, Mark Newton Jones agreed to
return to the Board as a Non-Executive Director to lend his support to the
Transformation Plan and subsequently the actions necessary to combat the
impact of the pandemic and the Ukraine conflict on the business.
Accordingly, following creation of the new India joint venture and
coterminous refinancing, Mark had indicated his intention to stand down from
the Board at today’s AGM and has now resigned as a director.

Clive Whiley said:

“I would like to thank Mark, on behalf of the Board for his efforts and we
wish him well with his future endeavours.”

Further details:        

Investor and analyst enquiries to:
Mothercare
plc                                Email:
investorrelations@mothercare.com
Clive Whiley, Chairman
Andrew Cook, Chief Financial Officer

Deutsche Numis                        Tel: 020 7260
1000
(NOMAD & Joint Corporate Broker)         
Luke Bordewich

Cavendish Capital Markets Limited 
(Joint Corporate Broker)                Tel: 020 7220 0500
Carl Holmes

Media enquiries to: 
MHP
                                        Email:
mothercare@mhpgroup.com
Rachel Farrington                        Tel: 07801
894577
Tim Rowntree

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