Mothercare Plc : Mothercare Plc : Director/PDMR Shareholding

         Mothercare Plc : Mothercare Plc : Director/PDMR Shareholding

To The London Stock Exchange


14 March 2013

Mothercare plc

Director/PDMR shareholdings

Long term incentive plan 2012

Mothercare plc announces that the first awards under the Mothercare 2012  Long 
Term Incentive Plan (which was approved  by shareholders at a general  meeting 
on 20 December 2012) were made to the following directors/persons  discharging 
managerial responsibilities on 11 March 2013 in the form of nil cost options:

Director/PDMR    Number of shares
Simon Calver     778,816
Tim Ashby        147,975
Jude Bridge      121,149
Jerry Cull       179,128
Philippe Dayraud 134,129
Louise Palmer    156,845
Matthew Stringer 129,803

The awards will vest in whole or part subject to the achievement of stretching
corporate   performance   conditions   supporting   the   execution   of   the 
Transformation and Growth Plan, as set  out in the Notice of General  Meeting. 
The performance conditions relate to Group  Profit Before Tax and share  price 
performance. In addition,  the UK business  must break even  in the  financial 
year ending  2015 or  2016 and  vesting is  condition upon  the  director/PDMR 
having built up a minimum shareholding requirement within 3 years.

The performance  period  is  from 1  April  2012  to 31  March  2015  and  the 
performance conditions will  be tested in  relation to the  FY2015 results  to 
determine what percentage of the shares  vest. If the UK business breaks  even 
in FY15,  up  to  50%  of  the shares  will  vest  immediately  following  the 
announcement of the FY15 results. The remainder will vest 12 months later.  If 
the UK business does not break even in FY15, no shares will vest at that time.
However, if the UK business breaks even in FY16, then all the shares that have
earned will vest immediately following  the announcement of the FY16  results. 
If the UK business has not broken even by FY16, all awards will lapse.

No consideration is payable for the grant of these awards.



This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.

Source: Mothercare Plc via Thomson Reuters ONE
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