Result of AGM
Mothercare plc announced that all resolutions presented at its Annual General Meeting on September 24, 2026, were passed with overwhelming support, including the re-election of directors and the re-appointment of auditors. Proxy votes, representing approximately 49% to 58% of the voting capital, showed strong approval for all proposals, with votes for ranging from 99.56% to 99.99% for most resolutions, indicating continued shareholder confidence in the company's direction and management.
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Annual General Meeting
At the annual general meeting held at 11.00am on 24 September 2026, 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) | % Votes Cast | Votes withheld* | |
|---|---|---|---|---|---|---|---|---|
| 1 | To receive the annual accounts, directors’ report, strategic report, directors’ remuneration report and auditor’s report | 361,966,801 | 99.99% | 21,324 | 0.01% | 361,988,125 | 63.20 | 153,370 |
| 2 | To approve the directors’ remuneration report | 361,543,704 | 99.87% | 460,739 | 0.13% | 362,004,443 | 63.20 | 137,052 |
| 3 | To re-elect Clive Whiley as a director | 361,795,670 | 99.93% | 251,702 | 0.07% | 362,047,372 | 63.21 | 94,123 |
| 4 | To re-elect Andrew Cook as a director | 361,570,491 | 99.87% | 475,108 | 0.13% | 362,045,599 | 63.21 | 95,896 |
| 5 | To re-elect Gillian Kent as a director | 361,857,059 | 99.95% | 197,769 | 0.05% | 362,054,828 | 63.21 | 86,667 |
| 6 | To re-elect Brian Small as a director | 361,896,929 | 99.97% | 126,214 | 0.03% | 362,023,143 | 63.20 | 118,352 |
| 7 | To re-appoint RPGCC as auditor of the company | 361,886,008 | 99.98% | 57,887 | 0.02% | 361,943,895 | 63.19 | 197,600 |
| 8 | Auditors remuneration | 361,869,077 | 99.94% | 220,773 | 0.06% | 362,089,850 | 63.21 | 51,645 |
| 9 | Authority for the directors to allot shares | 361,578,850 | 99.87% | 486,480 | 0.13% | 362,065,330 | 63.21 | 76,165 |
| 10 | To authorise political donations by the company and its subsidiaries | 360,497,924 | 99.56% | 1,604,285 | 0.44% | 362,102,209 | 63.22 | 39,286 |
| 11 | Authority to disapply pre-emption rights | 361,450,760 | 99.83% | 627,484 | 0.17% | 362,078,244 | 63.21 | 63,044 |
| 12 | Authority to further disapply pre-emption rights | 361,774,276 | 99.92% | 296,307 | 0.08% | 362,070,583 | 63.21 | 70,912 |
| 13 | Authority to purchase own shares | 361,562,957 | 99.98% | 62,093 | 0.02% | 361,625,050 | 63.13 | 516,445 |
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 22 September 2026, the Company’s issued share capital and total voting rights consisted of 572,807,611 ordinary shares each carrying voting rights. There are no shares in treasury. As a result, proxy votes representing approximately 49 to 58% 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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