Corporate Action

Mothercare PLC
17 August 2000

SCHEME OF ARRANGEMENT
SECURITY TITLE
*Ord Shs.
MNEMONIC CODE   *MTC
SEDOL CODE      *852-494
TERMS           *One in every 6 Ordinary shares of 10p held on the Scheme       
                Record Date, will be cancelled at a price of 150p per share.    
               This will be followed by a consolidation where every 5           
              remaining shares will be consolidated into 1 Ordinary share of    
             GBP0.50.
                 Under the proposals shareholders will receive:
                 For every 6 Ord Shs of 50p - 150p in cash and 1 Ord Shr of  
                 in Mothercare                GBP0.50 in Mothercare Plc
PROVISIONAL EX DATE*18-08-00
RECORD DATE     *15-08-00
NOTES *