REG - ProCook Group PLC - Result of AGM

PROCOOKAnnouncement

20/09/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230920:nRST9841Ma&default-theme=true

RNS Number : 9841M  ProCook Group PLC  20 September 2023

20 September 2023

ProCook Group plc

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 held yesterday
19 September 2023, all resolutions put to shareholders were duly
passed. Resolutions 1 to 11 were passed as ordinary resolutions and
resolutions 12 to 16 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 reports of the Directors and the financial statements for the    81,644,830  99.996%  2,951             0.004%  8,968             74.936%
      year ended 2 April 2023 together with the report of the auditor thereon.
 2    To receive the Directors' Remuneration Report for the financial year ended 2    81,637,556  99.979%  17,225            0.021%  1,968             74.942%
      April 2023.
 3    To re-elect Greg Hodder as a Director of the Company.                           81,641,195  99.984%  13,183            0.016%  2,371             74.942%
 4    To re-elect Luke Kingsnorth as a Director of the Company.                       81,636,867  99.978%  17,914            0.022%  1,968             74.942%
 5    To re-elect Daniel O'Neill as a Director of the Company.                        81,636,867  99.978%  17,914            0.022%  1,968             74.942%
 6    To re-elect David Stead as a Director of the Company.                           81,641,598  99.984%  13,183            0.016%  1,968             74.942%
 7    To re-elect Dan Walden as a Director of the Company.                            81,636,867  99.978%  17,914            0.022%  1,968             74.942%
 8    To re-appoint Mazars LLP as Auditor of the Company to hold office until the     81,649,287  99.993%  5,494             0.007%  1,968             74.942%
      conclusion of the next general meeting at which accounts are laid before the
      Company.
 9    To authorise the Audit and Risk Committee to determine the remuneration of the  81,649,287  99.996%  2,951             0.004%  4,511             74.940%
      Company's Auditor.
 10   That amendments to the ProCook Group plc Performance Share Plan 2021 and        81,582,287  99.911%  72,494            0.089%  1,968             74.942%
      Deferred Bonus Plan 2021 be approved (see Notice for details).
 11   That the Directors be authorised to allot Equity Securities within the          81,581,884  99.920%  65,494            0.080%  9,371             74.936%
      parameters set out in the Notice.
 12*  That, subject to resolution 11 being passed, the Directors be authorised to     81,581,884  99.911%  72,494            0.089%  2,371             74.942%
      allot Equity Securities for cash as if section 561 of the CA 2006 did not
      apply within the parameters set out in the Notice.
 13*  THAT, subject to resolution 11 being passed and in addition to resolution 12,   81,581,884  99.911%  72,494            0.089%  2,371             74.942%
      the Directors be authorised to allot Equity Securities for cash as if section
      561 of the CA 2006 did not apply within the parameters set out in the Notice.
 14*  That, the Company be authorised to make market purchases of Ordinary Shares on  81,650,646  99.995%  4,135             0.005%  1,968             74.942%
      the terms set out in the Notice.
 15*  That the Company be authorised to hold general meetings (other than annual      81,591,830  99.996%  2,951             0.004%  61,968            74.887%
      general meetings) on not less than 14 days' notice (see Notice).
 16*  That, for the purpose of qualifying the Company as a B Corporation, with        81,642,287  99.988%  9,951             0.012%  4,511             74.940%
      immediate effect, the articles of association of the Company be amended as
      further set out in the 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 as a result of it holding 75,835,918 shares (36,589,016 shares,
17,048,725 shares, 14,798,785 shares and 7,399,392 shares respectively). Each
resolution to elect independent non-executive directors (resolutions 4 and 6)
has 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: 33,120,706
 No.  Resolution                                              For                 Against                   Votes Withheld    Total issued share capital instructed

      Number of shares                                                   %        Number of shares  %       Number of shares  %
 4    To elect Luke Kingsnorth as a Director of the Company.  6,642,941  99.731%  17,914            0.269%  1,968             6.113%
 6    To elect David Stead as a Director of the Company.      6,647,672  99.802%  13,183            0.198%  1,968             6.113%

 

 

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 18
September 2023 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/

8.     A copy of resolutions 12-16 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
(#/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.

 

For further information please contact:

 ProCook Group plc                        investor.relations@procook.co.uk

 Lee Tappenden, Chief Executive Officer

 Dan Walden, Chief Financial Officer

 

 MHP Group (Financial PR Adviser)                                                             procook@mhpgroup.com

 Katie                                                                                        Tel: +44 (0)7711 191 518
 Hunt

 Catherine Chapman

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGLLMLTMTBBBTJ