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
