AGM Statement

In brief · summary, not quotable

Mothercare plc's Annual General Meeting on November 12, 2025, saw all resolutions passed with overwhelming support, including the re-election of directors and the appointment of auditors. Proxy votes representing approximately 74% of the voting capital were cast, with resolutions concerning the annual accounts, directors' remuneration report and policy, director re-elections, auditor appointment, auditor remuneration, share allotment authority, political donations, disapplication of pre-emption rights, and share purchase authority all receiving at least 97.94% of votes in favour. The company's issued share capital as of November 10, 2025, was 563,836,626 ordinary shares.

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Annual General Meeting

At the annual general meeting held at 11.00am on 12 November 2025, the resolutions before the meeting were passed.

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

Resolutions 12 to 14 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	419,112,663	100.00	9,933	0.00	419,122,596	74.34	48,529
2	To approve the directors’ remuneration report	419,036,761	99.98	103,006	0.02	419,139,767	74.34	31,358
4	To re-elect Clive Whiley as a director	419,069,592	99.98	86,825	0.02	419,156,417	74.34	14,708
5	To re-elect Andrew Cook as a director	419,075,942	99.98	80,951	0.02	419,156,893	74.34	14,232
6	To re-elect Gillian Kent as a director	419,108,347	99.99	29,091	0.01	419,137,438	74.34	33,687
7	To re-elect Brian Small as a director	419,108,386	99.99	29,057	0.01	419,137,443	74.34	33,682
8	To appoint RPGCC as auditor of the company	417,852,491	99.69	1,285,021	0.31	419,137,512	74.34	33,613
9	Auditors remuneration	419,113,795	99.99	25,220	0.01	419,139,015	74.34	32,110
10	Authority for the directors to allot shares	419,073,710	99.98	66,879	0.02	419,140,589	74.34	30,536
11	To authorise political donations by the company and its subsidiaries	410,541,670	97.94	8,619,484	2.06	419,161,154	74.34	9,971
12	Authority to disapply pre-emption rights	418,974,153	99.97	124,288	0.03	419,098,441	74.34	72,684
13	Authority to further disapply pre-emption rights	418,996,994	99.97	124,786	0.03	419,121,780	74.34	49,345
14	Authority to purchase own shares	419,122,976	99.99	47,462	0.01	419,170,438	74.34	687

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 10 November 2025, 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 74% 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.

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