REG - ProCook Group PLC - Result of AGM

PROCOOKAnnouncement

12/09/2024 07:00

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RNS Number : 8595D  ProCook Group PLC  12 September 2024

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 (the "AGM")
held yesterday 11 September 2024, all resolutions put to shareholders were
duly passed. Resolutions 1 to 12 were passed as ordinary resolutions and
resolutions 13 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    80,233,159  99.997  2,518             0.003  0                 73.640
      year ended 31 March 2024 together with the report of the auditor thereon.
 2    To receive the Directors' Remuneration Report for the financial year ended 31   80,223,616  99.985  12,061            0.015  0                 73.640
      March 2024.
 3    To re-elect Greg Hodder as a Director of the Company.                           80,225,159  99.987  10,518            0.013  0                 73.640
 4    To re-elect Daniel O'Neill as a Director of the Company.                        80,223,613  99.985  12,064            0.015  0                 73.640
 5    To re-elect David Stead as a Director of the Company.                           80,223,613  99.985  12,064            0.015  0                 73.640
 6    To re-elect Dan Walden as a Director of the Company.                            80,260,927  99.985  12,064            0.015  0                 73.674
 7    To elect Meg Lustman as a Director of the Company.                              80,269,473  99.996  3,518             0.004  0                 73.674
 8    To elect Lee Tappenden as a Director of the Company.                            80,267,927  99.994  5,064             0.006  0                 73.674
 9    To re-appoint Forvis Mazars LLP as Auditor of the Company to hold office until  80,267,930  99.994  5,061             0.006  0                 73.674
      the conclusion of the next general meeting at which accounts are laid before
      the Company.
 10   To authorise the Audit and Risk Committee to determine the remuneration of the  80,229,616  99.996  3,518             0.004  2,543             73.638
      Company's Auditor.
 11   That amendments to the ProCook Group plc IPO Employee Share Plan be approved    80,232,159  99.996  3,518             0.004  0                 73.640
      (see Notice for details).
 12   That the Directors be authorised to allot Equity Securities within the          80,232,159  99.996  3,518             0.004  0                 73.640
      parameters set out in the Notice.
 13*  That, subject to resolution 12 being passed, the Directors be authorised to     80,232,159  99.996  3,518             0.004  0                 73.640
      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, subject to resolution 12 being passed and in addition to resolution 13,   80,232,159  99.996  3,518             0.004  0                 73.640
      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.
 15*  That, the Company be authorised to make market purchases of Ordinary Shares on  80,232,159  99.996  3,518             0.004  0                 73.640
      the terms set out in the Notice.
 16*  That the Company be authorised to hold general meetings (other than annual      80,232,159  99.996  3,518             0.004  0                 73.640
      general meetings) on not less than 14 days' notice (see 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 75,435,918 shares (36,589,016 shares,
17,048,725 shares, 14,798,785 shares and 6,999,392 shares respectively). Each
resolution to elect independent non-executive directors (resolutions 5 and 7)
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: 33,520,706
 No.  Resolution                                             For                Against                  Votes Withheld    Total issued share capital instructed

      Number of shares                                                  %       Number of shares  %      Number of shares  %
 5    To re-elect David Stead as a Director of the Company.  6,629,687  99.818  12,064            0.182  0                 6.096
 7    To elect Meg Lustman as a Director of the Company.     6,675,547  99.947  3,518             0.053  0                 6.130

 

 

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 11
September 2024 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 more information, please contact:

 ProCook Group plc                          investor.relations@procook.co.uk
 Lee Tappenden, Chief Executive Officer

 Dan Walden, Chief Financial Officer

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

 

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