20 September 2022
ProCook Group Plc
(the "Company")
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 earlier today, all resolutions put to shareholders were duly passed. Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15 to 17 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 report and accounts for the year ended 3 April 2022. | 96,074,512 | 99.998% | 1,592 | 0.010% | 7,000 | 88.178% |
| 2 | To declare a final dividend of 0.9 pence per ordinary share. | 96,081,512 | 99.998% | 1,592 | 0.010% | 0 | 88.185% |
| 3 | To approve the Directors' Remuneration Report. | 96,065,973 | 99.986% | 13,567 | 0.040% | 3,564 | 88.181% |
| 4 | To approve the Directors' Remuneration Policy. | 96,065,973 | 99.986% | 13,567 | 0.040% | 3,564 | 88.181% |
| 5 | To elect Gillian Davies as a Director of the Company. | 96,071,260 | 99.990% | 9,592 | 0.080% | 2,252 | 88.183% |
| 6 | To elect Greg Hodder as a Director of the Company. | 96,071,260 | 99.990% | 9,592 | 0.030% | 2,252 | 88.183% |
| 7 | To elect Luke Kingsnorth as a Director of the Company. | 96,071,260 | 99.990% | 9,592 | 0.080% | 2,252 | 88.183% |
| 8 | To elect Daniel O'Neill as a Director of the Company. | 96,071,260 | 99.990% | 9,592 | 0.030% | 2,252 | 88.183% |
| 9 | To elect Steve Sanders as a Director of the Company. | 96,071,260 | 99.990% | 9,592 | 0.030% | 2,252 | 88.183% |
| 10 | To elect David Stead as a Director of the Company. | 96,071,260 | 99.990% | 9,592 | 0.080% | 2,252 | 88.183% |
| 11 | To elect Dan Walden as a Director of the Company. | 96,071,260 | 99.990% | 9,592 | 0.030% | 2,252 | 88.183% |
| 12 | To appoint Mazars LLP as Auditor of the Company. | 96,069,760 | 99.988% | 11,092 | 0.030% | 2,252 | 88.183% |
| 13 | To authorise the Audit and Risk Committee to determine the remuneration of the Company's Auditor. | 96,068,760 | 99.987% | 12,092 | 0.030% | 2,252 | 88.183% |
| 14 | To authorise the directors to allot equity securities. | 96,074,978 | 99.996% | 3,685 | 0.010% | 4,441 | 88.181% |
| 15* | To authorise the directors to dis-apply pre-emption rights. | 96,074,289 | 99.995% | 4,374 | 0.010% | 4,441 | 88.181% |
| 16* | To authorise the Company to purchase its own shares. | 96,076,071 | 99.997% | 3,281 | 0.010% | 3,752 | 88.181% |
| 17* | To authorise the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice. | 96,075,071 | 99.994% | 5,781 | 0.020% | 2,252 | 88.183% |
| * 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, accounting for votes on the AGM resolutions in respect of 73,993,926 shares (36,257,024 shares, 15,538,725 shares, 14,798,785 shares and 7,399,392 shares respectively). Each resolution to elect independent non-executive directors (resolutions 5, 7, and 10) 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: 33,962,698 | |||||||
| No. | Resolution
| For | Against
| Votes Withheld | Total issued share capital instructed | ||
| Number of shares | % | Number of shares | % | Number of shares | % | ||
| 5 | To elect Gillian Davies as a Director of the Company. | 22,077,334 | 99.957% | 9,592 | 0.043% | 2,252 | 20.271% |
| 7 | To elect Luke Kingsnorth as a Director of the Company. | 22,077,334 | 99.957% | 9,592 | 0.043% | 2,252 | 20.271% |
| 10 | To elect David Stead as a Director of the Company. | 22,077,334 | 99.957% | 9,592 | 0.043% | 2,252 | 20.271% |
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 16 September 2022 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 14-17 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 |
| Daniel O'Neill, Chief Executive Officer & Founder Dan Walden, Chief Financial Officer
| |
| MHP Communications (Financial PR Adviser) | procook@mhpc.com |
| Katie Hunt | Tel: +44 (0)7711 191 518 |
| Catherine Chapman | |
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