REG - ProCook Group PLC - Result of AGM

PROCOOKAnnouncement

20/09/2022 15:45

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RNS Number : 0335A  ProCook Group PLC  20 September 2022

20 September 2022

ProCook Group Plc

(the "Company")

Results of Annual General Meeting

ProCook Group plc, the UK's leading direct-to-consumer specialist kitchenware
brand, announces that at the Company's Annual General Meeting (AGM) held
earlier today, all resolutions put to shareholders were duly
passed. Resolutions 1 to 14 were passed as ordinary resolutions and
resolutions 15 to 17 were passed as special resolutions.

The results of the poll were as follows:

 No.  Resolution                                                                      For                                                                       Against                   Votes Withheld    Total issued share capital instructed

      Number of shares                                                                                                                                 %        Number of shares  %       Number of shares  %
 1    To receive the report and accounts for the year ended 3 April 2022.                                        96,074,512                            99.998%  1,592             0.010%  7,000             88.178%
 2    To declare a final dividend of 0.9 pence per ordinary share.                                               96,081,512                            99.998%  1,592             0.010%  0                 88.185%
 3    To approve the Directors' Remuneration Report.                                                             96,065,973                            99.986%  13,567            0.040%  3,564             88.181%
 4    To approve the Directors' Remuneration Policy.                                                             96,065,973                            99.986%  13,567            0.040%  3,564             88.181%
 5    To elect Gillian Davies as a Director of the Company.                                                      96,071,260                            99.990%  9,592             0.080%  2,252             88.183%
 6    To elect Greg Hodder as a Director of the Company.                                                         96,071,260                            99.990%  9,592             0.030%  2,252             88.183%
 7    To elect Luke Kingsnorth as a Director of the Company.                                                     96,071,260                            99.990%  9,592             0.080%  2,252             88.183%
 8    To elect Daniel O'Neill as a Director of the Company.                                                      96,071,260                            99.990%  9,592             0.030%  2,252             88.183%
 9    To elect Steve Sanders as a Director of the Company.                                                       96,071,260                            99.990%  9,592             0.030%  2,252             88.183%
 10   To elect David Stead as a Director of the Company.                                                         96,071,260                            99.990%  9,592             0.080%  2,252             88.183%
 11   To elect Dan Walden as a Director of the Company.                                                          96,071,260                            99.990%  9,592             0.030%  2,252             88.183%
 12   To appoint Mazars LLP as Auditor of the Company.                                                           96,069,760                            99.988%  11,092            0.030%  2,252             88.183%
 13   To authorise the Audit and Risk Committee to determine the remuneration of the                             96,068,760                            99.987%  12,092            0.030%  2,252             88.183%
      Company's Auditor.
 14   To authorise the directors to allot equity securities.                                                     96,074,978                            99.996%  3,685             0.010%  4,441             88.181%
 15*  To authorise the directors to dis-apply pre-emption rights.                                                96,074,289                            99.995%  4,374             0.010%  4,441             88.181%
 16*  To authorise the Company to purchase its own shares.                                                       96,076,071                            99.997%  3,281             0.010%  3,752             88.181%
 17*  To authorise the calling of a general meeting other than an annual general                                 96,075,071                            99.994%  5,781             0.020%  2,252             88.183%
      meeting on not less than 14 clear days' notice.
 * special resolution

For the purposes of the FCA Listing Rules, the Concert Party (being Michael
O'Neill, Daniel O'Neill, Sarah O'Neill, and Daniel O'Neill and Sarah O'Neill
as trustees of the O'Neill 2021 Discretionary Settlement) is a controlling
shareholder, accounting for votes on the AGM resolutions in respect of
73,993,926 shares (36,257,024 shares, 15,538,725 shares, 14,798,785 shares and
7,399,392 shares respectively). Each resolution to elect independent
non-executive directors (resolutions 5, 7, and 10) have under Listing Rule
9.2.2E been approved by a majority of the votes cast by: (i) the shareholders
of the Company as a whole; and (ii) the independent shareholders of the
Company, that is, all the shareholders entitled to vote on each resolution
excluding the controlling shareholder, as set out in the table below.

 Independent Issued Share Capital: 33,962,698
 No.  Resolution                                              For                  Against                   Votes Withheld    Total issued share capital instructed

      Number of shares                                                    %        Number of shares  %       Number of shares  %
 5    To elect Gillian Davies as a Director of the Company.   22,077,334  99.957%  9,592             0.043%  2,252             20.271%
 7    To elect Luke Kingsnorth as a Director of the Company.  22,077,334  99.957%  9,592             0.043%  2,252             20.271%
 10   To elect David Stead as a Director of the Company.      22,077,334  99.957%  9,592             0.043%  2,252             20.271%

 

Notes:

1.    All resolutions were passed.

2.    Proxy appointments which gave discretion to the Chairman of the AGM
have been included in the "For" total for the appropriate resolution.

3.    Votes "For" and "Against" any resolution are expressed as a
percentage of votes validly cast for that resolution.

4.    A "Vote withheld" is not a vote in law and is not counted in the
calculation of the percentage of shares voted "For" or "Against" any
resolution nor in the calculation of the proportion of "Total issued share
capital instructed" for any resolution.

5.    The number of shares in issue at the close of business on 16
September 2022 was 108,956,624 and at that time, the Company did not hold any
shares in treasury.

6.    The proportion of "Total issued share capital instructed" for any
resolution is the total of votes validly cast for that resolution (i.e. the
total votes "For" and "Against" that resolution) expressed as a percentage of
the Share Capital.

 

7.    The full text of the resolutions passed at the AGM can be found in
the Notice of Annual General Meeting which is available on the Investors
section of the Company's website:
https://www.procookgroup.co.uk/investors/reports-and-presentations/
(https://www.procookgroup.co.uk/investors/reports-and-presentations/)

8.    A copy of resolutions 14-17 passed at the AGM will shortly be
submitted to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

9.    These poll results will be available shortly on the Investors section
of the Company's website at https://www.procookgroup.co.uk/investors/rns
(https://www.procookgroup.co.uk/investors/rns) .

 

For more information, please contact:

 ProCook Group plc                                      investor.relations@procook.co.uk
 Daniel O'Neill, Chief Executive Officer & Founder

 Dan Walden, Chief Financial Officer

 MHP Communications (Financial PR Adviser)              procook@mhpc.com
 Katie Hunt                                             Tel: +44 (0)7711 191 518
 Catherine Chapman

 

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