TIDMPROC
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 Total issued
Withheld share capital
instructed
Number % Number % Number %
of shares of shares of shares
----------- -------- ----------- ------- ----------- ---------------
To receive the reports
of the Directors
and the financial
statements for the
year ended 2 April
2023 together with
the report of the
1 auditor thereon. 81,644,830 99.996% 2,951 0.004% 8,968 74.936%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
To receive the Directors'
Remuneration Report
for the financial
year ended 2 April
2 2023. 81,637,556 99.979% 17,225 0.021% 1,968 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
To re-elect Greg
Hodder as a Director
3 of the Company. 81,641,195 99.984% 13,183 0.016% 2,371 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
To re-elect Luke
Kingsnorth as a
Director of the
4 Company. 81,636,867 99.978% 17,914 0.022% 1,968 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
To re-elect Daniel
O'Neill as a Director
5 of the Company. 81,636,867 99.978% 17,914 0.022% 1,968 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
To re-elect David
Stead as a Director
6 of the Company. 81,641,598 99.984% 13,183 0.016% 1,968 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
To re-elect Dan
Walden as a Director
7 of the Company. 81,636,867 99.978% 17,914 0.022% 1,968 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
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
8 the Company. 81,649,287 99.993% 5,494 0.007% 1,968 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
To authorise the
Audit and Risk Committee
to determine the
remuneration of
9 the Company's Auditor. 81,649,287 99.996% 2,951 0.004% 4,511 74.940%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
That amendments
to the ProCook Group
plc Performance
Share Plan 2021
and Deferred Bonus
Plan 2021 be approved
(see Notice for
10 details). 81,582,287 99.911% 72,494 0.089% 1,968 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
That the Directors
be authorised to
allot Equity Securities
within the parameters
11 set out in the Notice. 81,581,884 99.920% 65,494 0.080% 9,371 74.936%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
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
12* out in the Notice. 81,581,884 99.911% 72,494 0.089% 2,371 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
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
13* out in the Notice. 81,581,884 99.911% 72,494 0.089% 2,371 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
That, the Company
be authorised to
make market purchases
of Ordinary Shares
on the terms set
14* out in the Notice. 81,650,646 99.995% 4,135 0.005% 1,968 74.942%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
That the Company
be authorised to
hold general meetings
(other than annual
general meetings)
on not less than
14 days' notice
15* (see Notice). 81,591,830 99.996% 2,951 0.004% 61,968 74.887%
----------------------------- ----------- -------- ----------- ------- ----------- ---------------
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
16* 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 Total issued
Withheld share capital
instructed
------------------------- --------------------- -------------------- ----------- ---------------
Number % Number % Number %
of shares of shares of shares
------------------------- ----------- -------- ----------- ------- ----------- ---------------
To elect Luke Kingsnorth
as a Director of
4 the Company. 6,642,941 99.731% 17,914 0.269% 1,968 6.113%
------------------------- ----------- -------- ----------- ------- ----------- ---------------
To elect David Stead
as a Director of
6 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 investor.relations@procook.co.uk
Lee Tappenden, Chief Executive Officer
Dan Walden, Chief Financial Officer
MHP Group (Financial PR Adviser) procook@mhpgroup.com
Katie Hunt Tel: +44 (0)7711 191 518
Catherine Chapman
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END
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