Result of AGM
ProCook Group plc announced that all 18 resolutions presented at its Annual General Meeting on September 10, 2026, were passed. Key resolutions included the approval of the financial statements for the year ended March 29, 2026, the Directors' Remuneration Report and Policy, amendments to share plans, and the adoption of a new Cash Long-Term Incentive Plan. Directors Greg Hodder, Daniel O’Neill, David Stead, Dan Walden, Meg Lustman, and Lee Tappenden were re-elected, and Forvis Mazars LLP was re-appointed as auditor. The company also received authorization to allot equity securities up to a nominal amount of £726,377 and to make market purchases of its ordinary shares. The controlling shareholder, the Concert Party, holds 76,772,499 shares.
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The Annual General Meeting of ProCook Group plc was held at the offices of ProCook, 10 Indurent Park, Gloucester, GL10 3EZ on 10 September 2026 at 11:00 a.m.
| Resolution | Votes for | % | Votes against | % | Votes withheld | Total issued share capital instructed |
|---|---|---|---|---|---|---|
| Resolution 1 (Ordinary) To receive the reports of the Directors and the financial statements for the year ended 29 March 2026 together with the report of the auditor thereon. | 82,646,120 | 99.99998 | 20 | 0.00002 | 68 | 75.85 |
| Resolution 2 (Ordinary) To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) for the financial year ended 29 March 2026 . | 82,642,414 | 99.99808 | 1,583 | 0.00192 | 2,211 | 75.85 |
| Resolution 3 (Ordinary) To approve the Directors’ Remuneration Policy as set out in Appendix 1 to the Notice, to take effect immediately following the AGM. | 82,639,976 | 99.99513 | 4,021 | 0.00487 | 2,211 | 75.85 |
| Resolution 4 (Ordinary) That the amendments to the rules of the ProCook Group plc Performance Share Plan 2021, the Deferred Bonus Plan 2021 and the Save As You Earn Scheme, be approved. | 82,642,442 | 99.99565 | 3,598 | 0.00435 | 168 | 75.85 |
| Resolution 5 (Ordinary) To approve and adopt the ProCook Group plc Cash Long-Term Incentive Plan 2026. | 82,638,316 | 99.99363 | 5,264 | 0.00637 | 2,628 | 75.85 |
| Resolution 6 (Ordinary) To re-elect Greg Hodder as a director of the Company. | 82,643,582 | 99.99703 | 2,458 | 0.00297 | 168 | 75.85 |
| Resolution 7 (Ordinary) To re-elect Daniel O’Neill as a director of the Company. | 82,636,582 | 99.98856 | 9,458 | 0.01144 | 168 | 75.85 |
| Resolution 8 (Ordinary) To re-elect David Stead as a director of the Company. | 82,643,002 | 99.99632 | 3,038 | 0.00368 | 168 | 75.85 |
| Resolution 9 (Ordinary) To re-elect Dan Walden as a director of the Company. | 82,643,102 | 99.99632 | 3,038 | 0.00368 | 68 | 75.85 |
| Resolution 10 (Ordinary) To re-elect Meg Lustman as a director of the Company. | 82,643,582 | 99.99703 | 2,458 | 0.00297 | 168 | 75.85 |
| Resolution 11 (Ordinary) To re-elect Lee Tappenden as a director of the Company. | 82,643,582 | 99.99703 | 2,458 | 0.00297 | 168 | 75.85 |
| Resolution 12 (Ordinary) 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. | 82,641,550 | 99.99457 | 4,490 | 0.00543 | 168 | 75.85 |
| Resolution 13 (Ordinary) To authorise the Audit and Risk Committee to determine the remuneration of the Company’s Auditor. | 82,643,977 | 99.99985 | 120 | 0.00015 | 2,111 | 75.85 |
| Resolution 14 (Ordinary) That, the Directors be authorised to allot Equity Securities up to an aggregate nominal amount of 726,377 GBP. | 82,643,682 | 99.99703 | 2,458 | 0.00297 | 68 | 75.85 |
| Resolution 15 (Special) That, subject to resolution 14, the Directors be authorised to allot Equity Securities for cash as if section 561 of the Act did not apply. | 82,639,032 | 99.99152 | 7,008 | 0.00848 | 168 | 75.85 |
| Resolution 16 (Special) That, subject to resolution 14, in addition to resolution 15 to allot Equity Securities for cash as if section 561 of the Act did not apply. | 82,642,442 | 99.99553 | 3,698 | 0.00447 | 68 | 75.85 |
| Resolution 17 (Special) That the Company be authorised to make one or more market purchases of Ordinary Shares. | 82,643,582 | 99.99703 | 2,458 | 0.00297 | 168 | 75.85 |
| Resolution 18 (Special) That the Company be authorised to hold general meetings on not less than 14 clear days' notice. | 82,644,099 | 99.99753 | 2,041 | 0.00247 | 0 | 75.85 |
For the purposes of the UK Listing Rules, the Concert Party (being Michael O'Neill, Daniel O'Neill, Sarah O'Neill, Richard 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 76,772,499 shares in the Company. Each resolution to elect independent non-executive directors (resolutions 8 and 10) have under UK Listing Rule 6.2.8 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: 32,184,125
| No. | Resolution | For | Against | Votes Withheld | Total independent issued share capital instructed | ||
|---|---|---|---|---|---|---|---|
| Number of shares | % | Number of shares | % | Number of shares | % | ||
| 8 | To re-elect David Stead as a Director of the Company. | 5,870,503 | 99.95 | 3,038 | 0.05172 | 168 | 18.25 |
| 10 | To re-elect Meg Lustman as a Director of the Company. | 5,871,083 | 99.96 | 2,458 | 0.04185 | 168 | 18.25 |
Notes:
All resolutions were passed.
Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
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.
The number of shares in issue at the close of business on 10 September 2026 was 108,956,624 and at that time, the Company did not hold any shares in treasury.
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 Company’s total issued share capital.
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/
A copy of resolutions 14 to 18 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.
These poll results will be available shortly on the Investors section of the Company’s website at https://www.procookgroup.co.uk/investors/rns.
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