AGM results and directorate change

19th Nov 2024 13:06

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 changeUpon 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: [email protected] Whiley, ChairmanAndrew 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 0500Carl Holmes

Media enquiries to: MHP Email: [email protected] Farrington Tel: 07801 894577Tim Rowntree

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