ProCook Group plc (PROC) Earnings Call Transcript & Summary

Good morning, and welcome to the ProCook Group plc AGM proceedings. [Operator Instructions] I would now like to hand you over to Chairman, Greg Hodder. Good morning to you, sir.

Good morning, everyone. It is now 11:00 a.m., and we have a quorum present. I therefore declare the Annual General Meeting of ProCook Group plc open. My name is Greg Hodder. I am the Chairman of ProCook Group plc and will be commencing this meeting. On behalf of the Board of the company, I would like to welcome you to this AGM. Joining me today are my fellow Board members, Lee Tappenden, our Chief Executive Officer; Dan Walden, our Chief Financial Officer; and our Nonexecutive Directors, Daniel O'Neill, David Stead and Meg Lustman. The notice convening today's AGM, which included the resolutions to be proposed together with explanatory notes, was posted to shareholders on the 10th of August 2026. Accordingly, the requisite notice has been given, and I therefore propose that with your consent, we take the notice of AGM as read. Is that agreed? Before we proceed with the formal business by proposing the resolutions, are there any comments or questions for the Board from shareholders in the room, specifically concerning the matters referred to in the notice of AGM. If you have a question, please raise your hand. Please note that only shareholders, their proxies and corporate representatives are entitled to participate in the meeting. There will be an opportunity at the end of the meeting for shareholders in the room and joining us online to ask more general questions of the Board not relating to the business of the AGM. In accordance with best practice and as per my authority set out in Article 69 of the company's Articles of Association, I am directing the votes to be conducted on a poll. Poll cards were provided on arrival to those eligible to vote. I will cast the proxy votes held by me in my capacity as Chair of the meeting. I should also note that I'm holding proxy votes in favor of each resolution in excess of 10% of the votes cast. Resolutions 1 to 14 are proposed as ordinary resolutions and require a simple majority of votes cast to be in favor in order to be passed. Resolutions 15 to 18 are proposed as special resolutions and require at least 75% of votes cast to be in favor in order to be passed. Additionally, in accordance with the listing rules, each of resolutions 8 and 10, 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 meeting are in the best interest of the company and shareholders as a whole and therefore, recommend that shareholders vote in favor of all the resolutions as the directors have done or will do in respect of their beneficial holdings. I am appointing One Advisory Limited, our Company Secretary, as scrutineer. I now formally propose each of the resolutions as set out in the notice, and I declare the poll open. Please complete your poll cards by ticking the appropriate box against each resolution, completing your details and signing the form. Please note that a vote withheld is not a vote in law and will not be counted in the proportion of votes for or against a resolution. Completed poll cards will be collected by one advisory.

There's a question submitted. I'll just read it out. Could you please explain the disclosed transaction of Daniel in more detail and what's the reason to do this?

Thank you. All the poll cards have been submitted, and I now declare the poll closed. The results of the poll, including the exact figures and percentages will be announced via RNS as soon as reasonably practicable after the meeting. That concludes the formal business of the meeting. 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?

Start?

Yes.

A general point as a small personal shareholder, has it been considered that there's any merit perhaps as some other companies do, giving a potential discount to shareholders purchasing company items, whether that would promote a bit of sort of cohesion, whether it would promote even sales or whether the administration has is more than you would...

Can I ask Lee to answer that question?

Thank you for the question. Yes, first and foremost, we offer our colleagues discount, as you're probably aware, all the colleagues work for our business. And they have a limited distribution of friends and family, they offer discounts as well. We haven't considered offering that to shareholders at this point. We'll take the question on board, and we'll come back to you on that one.

I don't know how many sort of private investors there are in terms of [indiscernible] names, et cetera. But some other sort of companies in this sort of capitalization do it, and it helps promote in-house use of..

Absolutely...

My second point concerns because of the issues in the Middle East, et cetera, how secure are your product lines in terms of bringing them into the country and having enough stocking things were to give?

This is again for Lee.