Result of AGM

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 year ended 2 April 2023 together with the report of the auditor thereon.

81,644,830

99.996%

2,951

0.004%

8,968

74.936%

2

To receive the Directors' Remuneration Report for the financial year ended 2 April 2023.

81,637,556

99.979%

17,225

0.021%

1,968

74.942%

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 conclusion of the next general meeting at which accounts are laid before the Company.

81,649,287

99.993%

5,494

0.007%

1,968

74.942%

9

To authorise the Audit and Risk Committee to determine the remuneration of the Company's Auditor.

81,649,287

99.996%

2,951

0.004%

4,511

74.940%

10

That amendments to the ProCook Group plc Performance Share Plan 2021 and Deferred Bonus Plan 2021 be approved (see Notice for details).

81,582,287

99.911%

72,494

0.089%

1,968

74.942%

11

That the Directors be authorised to allot Equity Securities within the parameters set out in the Notice.

81,581,884

99.920%

65,494

0.080%

9,371

74.936%

12*

That, subject to resolution 11 being passed, 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.

81,581,884

99.911%

72,494

0.089%

2,371

74.942%

13*

THAT, subject to resolution 11 being passed and in addition to resolution 12, 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.

81,581,884

99.911%

72,494

0.089%

2,371

74.942%

14*

That, the Company be authorised to make market purchases of Ordinary Shares on the terms set out in the Notice.

81,650,646

99.995%

4,135

0.005%

1,968

74.942%

15*

That the Company be authorised to hold general meetings (other than annual general meetings) on not less than 14 days' notice (see Notice).

81,591,830

99.996%

2,951

0.004%

61,968

74.887%

16*

That, for the purpose of qualifying the Company as a B Corporation, with immediate effect, the articles of association of the Company be amended as further set out in the Notice.

81,642,287

99.988%

9,951

0.012%

4,511

74.940%

* 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.

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

Lee Tappenden, Chief Executive Officer

Dan Walden, Chief Financial Officer

investor.relations@procook.co.uk

 

 

MHP Group (Financial PR Adviser)

Katie Hunt                                           

Catherine Chapman

procook@mhpgroup.com

Tel: +44 (0)7711 191 518

 

 

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