PROCOOK GROUP PLC

AGM Information • Sep 20, 2022

National Storage Mechanism | Additional information

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 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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGLMMITMTITBBT