ProCook Group plc (PROC.L) Earnings Call Transcript & Summary

Good morning, and welcome to the ProCook Group plc Annual General Meeting Proceedings. [Operator Instructions] I'd now like to hand over to Greg Hodder, Chairman. Good morning, sir.

Good morning. Ladies and gentlemen, it is now 11:00 a.m., and I declare the Annual General Meeting of ProCook Group plc open. My name is Greg Hodder. I Chairman of the company, and I would like to welcome you to this Annual General Meeting. I'm joined in person by my fellow directors, our Chief Executive Officer, Lee Tappenden; our Chief Financial Officer, Dan Walden; our Senior Independent Director and Chair of the Audit and Risk Committee, David Stead; and our Chair of the Remuneration Committee, Meg Lustman. Our Founder and Non-Executive Director, Daniel O'Neill, is joining us today by video link. Governance. I confirm that we have at least 2 members present in person or by proxy. A 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 11th of August 2025, and requisite notice has therefore been given. A copy of the notice is available in the room should you require it. The notice sets out the full text of the resolutions to be proposed 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 will be voted on by poll, which I am demanding in accordance with Article 69 of the company's articles. 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 proceed to the business of the meeting. At this date, 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 am holding proxy votes in favor of each resolution in excess of 99.8% of the votes cast. Resolutions. I will now move on to the business of the meeting. Resolutions 1 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 3/4 of the votes cast must be in favor. Additionally, in accordance with the listing rules, each of the resolutions 6 and 8, 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. The directors consider that all the resolutions set out in the notice of the meetings are in the best interest of the company 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 resolutions 1 to 16 with resolutions 1 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 the meeting. I now declare the poll open, 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 a poll card unless you wish to change your vote. [Voting]

I now declare the poll closed. The result of the poll will be announced via RNS as soon as practical after the meeting. This concludes the formal business of the meeting, and I hereby declare the formal business of the Annual General Meeting closed. We now have some time to take questions from our shareholders. Before taking questions from our attendees online, are there any questions from shareholders in the room? I will now hand back to the investor meet company host to assist us with any questions from shareholders online.

Many thanks indeed. We'll just give a few moments for any of those shareholders online to submit their questions. If I may just ask you to read those out where appropriate to do so, and then I'll pick up from you at the end.

Okay.

A question from a shareholder here. How many attendees do we have live online, [indiscernible], can you see that?

We have 13 as we stand.

13.

Correct, sir.

So we've received a question from Tim. Can you give an update on current trading? So we're not going to provide an update on current trading at this point in the year. We will conclude our quarter 2 in the middle of October, on the 13th of October. And at that point, we'll be reporting to all investors on forms during Q2. So that's only just over 4 weeks away, and we look forward to updating you then. Okay. I don't think we have any further questions today.

Okay. Thank you. There being no further business, I declare the meeting closed, and thank you for your attendance.

Fantastic. Thank you very much indeed for updating attendees today. [Operator Instructions] On behalf of the Board of ProCook Group plc, I'd like to thank you for attending today's Annual General Meeting proceedings. That concludes today's session, and good morning to you.