TIDMPROC

RNS Number : 0335A

ProCook Group PLC

20 September 2022

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        Total 
                                                                                               Withheld     issued 
                                                                                                            share 
                                                                                                            capital 
                                                                                                            instructed 
                       Number                                 %         Number       %        Number       % 
                        of shares                                        of shares             of shares 
                      -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To receive 
       the report 
       and accounts 
       for 
       the year 
       ended 3 
 1     April 2022.                               96,074,512   99.998%   1,592        0.010%   7,000        88.178% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To declare a 
       final 
       dividend of 
       0.9 
       pence per 
       ordinary 
 2     share.                                    96,081,512   99.998%   1,592        0.010%   0            88.185% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To approve 
       the 
       Directors' 
       Remuneration 
 3     Report.                                   96,065,973   99.986%   13,567       0.040%   3,564        88.181% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To approve 
       the 
       Directors' 
       Remuneration 
 4     Policy.                                   96,065,973   99.986%   13,567       0.040%   3,564        88.181% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To elect 
       Gillian 
       Davies as a 
       Director 
       of the 
 5     Company.                                  96,071,260   99.990%   9,592        0.080%   2,252        88.183% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To elect Greg 
       Hodder 
       as a Director 
       of 
 6     the Company.                              96,071,260   99.990%   9,592        0.030%   2,252        88.183% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To elect Luke 
       Kingsnorth 
       as a Director 
       of 
 7     the Company.                              96,071,260   99.990%   9,592        0.080%   2,252        88.183% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To elect 
       Daniel 
       O'Neill as a 
       Director 
       of the 
 8     Company.                                  96,071,260   99.990%   9,592        0.030%   2,252        88.183% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To elect 
       Steve Sanders 
       as a Director 
       of 
 9     the Company.                              96,071,260   99.990%   9,592        0.030%   2,252        88.183% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To elect 
       David Stead 
       as a Director 
       of 
 10    the Company.                              96,071,260   99.990%   9,592        0.080%   2,252        88.183% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To elect Dan 
       Walden 
       as a Director 
       of 
 11    the Company.                              96,071,260   99.990%   9,592        0.030%   2,252        88.183% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To appoint 
       Mazars 
       LLP as 
       Auditor of 
 12    the Company.                              96,069,760   99.988%   11,092       0.030%   2,252        88.183% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To authorise 
       the 
       Audit and 
       Risk 
       Committee 
       to determine 
       the 
       remuneration 
       of 
       the Company's 
 13    Auditor.                                  96,068,760   99.987%   12,092       0.030%   2,252        88.183% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To authorise 
       the 
       directors to 
       allot 
       equity 
 14    securities.                               96,074,978   99.996%   3,685        0.010%   4,441        88.181% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To authorise 
       the 
       directors to 
       dis-apply 
       pre-emption 
 15*   rights.                                   96,074,289   99.995%   4,374        0.010%   4,441        88.181% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To authorise 
       the 
       Company to 
       purchase 
       its own 
 16*   shares.                                   96,076,071   99.997%   3,281        0.010%   3,752        88.181% 
      --------------  -------------------------------------  --------  -----------  -------  -----------  ------------ 
       To authorise 
       the 
       calling of a 
       general 
       meeting other 
       than 
       an annual 
       general 
       meeting on 
       not less 
       than 14 clear 
       days' 
 17*   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        Total issued 
                                                                             Withheld     share capital 
                                                                                          instructed 
      ----------------------  ---------------------  --------------------  -----------  --------------- 
                               Number       %         Number       %        Number       % 
                                of shares              of shares             of shares 
      ----------------------  -----------  --------  -----------  -------  -----------  --------------- 
       To elect Gillian 
        Davies as a Director 
 5      of the Company.        22,077,334   99.957%   9,592        0.043%   2,252        20.271% 
      ----------------------  -----------  --------  -----------  -------  -----------  --------------- 
       To elect Luke 
        Kingsnorth as 
        a Director of 
 7      the Company.           22,077,334   99.957%   9,592        0.043%   2,252        20.271% 
      ----------------------  -----------  --------  -----------  -------  -----------  --------------- 
       To elect David 
        Stead as a Director 
 10     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          procook@mhpc.com 
  PR Adviser) 
 Katie Hunt                             Tel: +44 (0)7711 191 518 
 Catherine Chapman 
 

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