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 year ended 31 March 2024 together with
the report of the auditor thereon.
|
80,233,159
|
99.997
|
2,518
|
0.003
|
0
|
73.640
|
|
2
|
To receive the Directors' Remuneration Report
for the financial year ended 31 March 2024.
|
80,223,616
|
99.985
|
12,061
|
0.015
|
0
|
73.640
|
|
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 the conclusion of the next general
meeting at which accounts are laid before the Company.
|
80,267,930
|
99.994
|
5,061
|
0.006
|
0
|
73.674
|
|
10
|
To authorise the Audit and Risk Committee to
determine the remuneration of the Company's Auditor.
|
80,229,616
|
99.996
|
3,518
|
0.004
|
2,543
|
73.638
|
|
11
|
That amendments to the ProCook Group plc IPO
Employee Share Plan be approved (see Notice for
details).
|
80,232,159
|
99.996
|
3,518
|
0.004
|
0
|
73.640
|
|
12
|
That the Directors be authorised to allot
Equity Securities within the parameters set out in the
Notice.
|
80,232,159
|
99.996
|
3,518
|
0.004
|
0
|
73.640
|
|
13*
|
That, subject to resolution 12 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.
|
80,232,159
|
99.996
|
3,518
|
0.004
|
0
|
73.640
|
|
14*
|
That, subject to resolution 12 being passed and
in addition to resolution 13, 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.
|
80,232,159
|
99.996
|
3,518
|
0.004
|
0
|
73.640
|
|
15*
|
That, the Company be authorised to make market
purchases of Ordinary Shares on the terms set out in the
Notice.
|
80,232,159
|
99.996
|
3,518
|
0.004
|
0
|
73.640
|
|
16*
|
That the Company be authorised to hold general
meetings (other than annual general meetings) on not less than 14
days' notice (see Notice).
|
80,232,159
|
99.996
|
3,518
|
0.004
|
0
|
73.640
|
|
* 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.
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
|
|