Procook Group (LSE:PROC) — 2024 Annual General Meeting

0:00 Good afternoon, and welcome to the PROCOOK GROUP PLC twenty twenty four Annual General Meeting Proceedings. Throughout this recorded meeting, attendees will be in listen only mode. The company may not be in a position to answer every question received during the meeting itself. However, the company can review questions submitted today and publish responses where it's appropriate to do so. I'd now like to hand you over to Greg Hodder, Chair. Good afternoon. Ladies and gentlemen, good afternoon. It is now 12PM, and I declare the Annual General Meeting of PROCOOK GROUP PLC open. My name is Greg Hodder. I am the Chairman of the company, I would like to welcome you to this annual general meeting.

0:46 I'm joined in person by my fellow directors, our chief financial officer, Dan Walden, and founder and nonexecutive director, Daniel O'Neill. I'm also joined virtually by two more of my fellow directors, David Stead and Meg Lustman. David is our senior independent director and chair of the audit and risk committee, and Meg is chair of the remuneration committee. Unfortunately, due to a personal commitment, our chief executive officer, Lee Taffenton, could not be with us today and sends his sincerest apologies. On governance, I confirm that we have at least two members present in person or by proxy.

1:33 Quorum is therefore present, and we may begin with the formal business of the meeting. Today's meeting was called by a notice of annual general meeting dated 08/01/2024, and requisite notice has therefore been given. A copy of the notice is available in the room should you require it. The notice set out the full text of the resolutions to be proposed and to and today's meeting has been called for the purpose of considering and, if thought fit, passing those resolutions. Unless any member has any objection, I propose that we take the notice as read. For this meeting, in line with good governance practice, all resolutions would be voted on by poll, which I am demanding in accordance with article 69 of the company's articles.

2:27 This will ensure that the voting wishes of everyone who couldn't join us today in person are also counted. Unless there are any comments or questions to the board specifically concerning the proposed resolutions, then I suggest we propose we proceed to the business of the meeting. At this stage, we will only take questions on the resolutions and matters relating to the business of the meeting. Do we have any questions on the resolutions being put to the meeting today? I should also note that I'm holding proxy votes in favor of each resolution in excess of 99.85% of the votes cast. Resolutions.

3:14 I will now move on to the business of the meeting. Resolutions one to 12 are proposed as ordinary resolutions, and resolutions 13 to 16 are proposed as special resolutions. For each ordinary resolution to be passed, more than 50% of the votes cast must be in favor. For each special resolution to be passed, at least three quarters of votes cast must be in favor. Additionally, in accordance with the listing rules, each of the red each of resolutions five and seven, which relate to the election of the independent nonexecutive directors, must receive a majority vote in favor from the independent shareholders of the company. That is excluding the votes of the controlling shareholders.

4:03 The directors consider that all the resolutions set out in the notice of meeting are in the best interest of the company and and and shareholders as a whole, and therefore recommend that shareholders vote in favor of all resolutions as the directors have done or will do in respect of their beneficial holdings. I now formally propose each of of resolutions one to 16 with resolutions one to 12 proposed as ordinary resolutions and resolutions 13 to 16 as special resolutions. You will be voting on the full text of the resolutions as set out in the notice of of meeting. So we move on to the poll.

4:51 I now declare the poll open, and and I'm appointing one advisory as scrutineer. Please complete your poll cards and hand them to the secretary. If you have already registered your proxy voting instructions, you do not need to complete the poll card unless you wish to change your vote. So I now declare the poll closed. The result of the poll will be announced via RNS as soon as practicable after the meeting.

5:45 So this concludes the formal business of the meeting, and I hereby declare the formal business of the annual general meeting closed. I will now hand back to the Investor Meet company host to assist us with any questions from shareholders. Many thanks, indeed. And as stated, ladies and gentlemen, do please continue to submit your questions. Just using the Q and A tab situated on the right hand corner of the screen, we'll just take a few moments to keep that open for your questions to come through. And if there's any questions that the team can address, they will do so. Greg, if you could just please click on that Q and A tab where appropriate to do so. If there's questions come through that are appropriate, please do read them out and we'll pick up from you at the end. Thank you, Paul.

6:31 Yes. So we've received a question here from, one of our online attendees. I have a question about the employee share plan resolution and the question being why the director's being given the power to reduce the exercise price. So the rationale for this as set out in the notice is that the intention of the relevant scheme, which is the all colleague, IPO scheme that was issued at the time of the IPO and was funded by, the issue into the employee benefits trust by the founders was to create individual colleague shareholders within the business. We've subsequently the the scheme was set up with specific exercise prices.

7:18 And as the share price has moved, the committee requests to reserve the right to amend those share prices such that the original intention of the scheme as set up by the founders can be honoured such that employees who have committed in some events many years of service can become shareholders. This doesn't mean that we have committed to amend the exercise price, but the committee has requested the ability to do so in the event that such an outcome would be that the colleagues would not receive any shares under that award. So the intention is to do the right thing, if possible, by our colleagues and with the original intention of the plan, and that's the purpose of the resolution. I hope that answers your question.

8:08 Any other questions there? Thank you. No further questions that we have received so far, Greg. We'll just pause for a moment and give another few seconds to wait for anything further. Okay. Right. Thank you. There being no further business, I declare the meeting closed, and I thank you for your attendance. Fantastic. Thank you for updating attendees today. Can I please ask attendees not to close the session? It should be automatically redirected to provide your feedback in order the team can better understand your views and expectations. This will only take a few moments to complete, and it's greatly valued by the company. On behalf of the board of PROCOOK GROUP PLC, we'd like to thank you for attending today's annual general meeting proceedings.

9:01 That concludes today's session. Good afternoon to you all.