REG - ProCook Group PLC - Result of AGM

PROCOOKAnnouncement

11/09/2025 09:30

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RNS Number : 9615Y  ProCook Group PLC  11 September 2025

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 (AGM) held
yesterday, 10 September 2025, 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    78,934,708  99.99     7,020             0.01     0                 72.45
      year ended 30 March 2025 together with the report of the auditor thereon.
 2    To receive the Directors' Remuneration Report for the financial year ended 30   78,916,966  99.97     22,719            0.03     2,043             72.45
      March 2025.
 3    To approve the Directors' Remuneration Report in the Company's Annual Report    78,916,966  99.97     22,719            0.03     2,043             72.45
      for the financial year ended 30 March 2025.
 4    To re-elect Greg Hodder as a Director of the Company.                           78,933,162  99.99     7,020             0.01     1,546             72.45
 5    To re-elect Daniel O'Neill as a Director of the Company.                        78,933,162  99.99     7,020             0.01     1,546             72.45
 6    To re-elect David Stead as a Director of the Company.                           78,933,162  99.99     7,020             0.01     1,546             72.45
 7    To re-elect Dan Walden as a Director of the Company.                            78,933,162  99.99     7,020             0.01     1,546             72.45
 8    To re-elect Meg Lustman as a Director of the Company.                           78,933,162  99.99     7,020             0.01     1,546             72.45
 9    To re-elect Lee Tappenden as a Director of the Company.                         78,930,262  99.99     9,920             0.01     1,546             72.45
 10   To re-appoint Forvis Mazars LLP as Auditor of the Company to hold office until  78,931,119  99.99     9,063             0.01     1,546             72.45
      the conclusion of the next general meeting at which accounts are laid before
      the Company.
 11   To authorise the Audit and Risk Committee to determine the remuneration of the  78,933,162  99.99     8,566             0.01     0                 72.45
      Company's Auditor.
 12   That the Directors be authorised to allot Equity Securities within the          78,940,162  99.99997  20                0.00003  1,546             72.45
      parameters set out in the Notice.
 13*  That, subject to resolution 12 being passed, the Directors be authorised to     78,940,162  99.99997  20                0.00003  1,546             72.45
      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,   78,940,162  99.99997  20                0.00003  1,546             72.45
      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  78,938,808  99.99997  20                0.00003  2,900             72.45
      the terms set out in the Notice.
 16*  That the Company be authorised to hold general meetings (other than annual      78,941,708  99.99997  20                0.00003  0                 72.45
      general meetings) on not less than 14 days' notice as 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 75,435,918 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 6 and 8)
have under UK Listing Rule 6.2.8 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  %
 6    To re-elect David Stead as a Director of the Company.  5,339,236  99.87  7,020             0.13  1,546             4.91
 8    To re-elect Meg Lustman as a Director of the Company.  5,339,236  99.87  7,020             0.13  1,546             4.91

 

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 10
September 2025 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 / Lucy Gibbs / Finn Taylor      Tel: +44 (0)7884 494 112

Notes to editors:

ProCook is the UK's leading direct-to-consumer specialist kitchenware brand.
ProCook designs, develops, and retails a high-quality range of direct-sourced
and own-brand kitchenware which provides customers with significant value for
money.

The brand sells directly through its website, www.procook.co.uk, and through
70 own-brand retail stores, located across the UK.

Founded over 25 years ago as a family business, selling cookware sets by
direct mail in the UK, ProCook has grown into a market leading, multi-channel
specialist kitchenware company, employing over 600 colleagues, and operating
from its Store Support Centre in Gloucester.

As a B Corp, a Real Living Wage employer and a certified Great Place to
Work(TM), ProCook is committed to being a socially responsible and
environmentally conscious business for the benefit of all stakeholders.

ProCook has been listed on the London Stock Exchange since November 2021
(PROC.L).

Further information about the ProCook Group can be found
at www.procookgroup.co.uk

 

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