AGM results and directorate change

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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