ProCook Group plc (PROC) Earnings Call Transcript

Good afternoon, and welcome to the ProCook Group plc 2024 Annual General Meeting Proceedings. [Operator Instructions]. I'd now like to hand you over to Greg Hodder, Chair. Good afternoon.

Ladies and gentlemen, good afternoon. It is now 12:00 p.m., and I declare the Annual General Meeting of ProCook Group plc open. My name is Greg Hodder, I'm the 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 Financial Officer, Dan Walden; and the Founder and Non-Executive Director, Daniel O’Neill. I'm also joined virtually by 2 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 Tappenden, could not be with us today and sends his sincerest apologies. On 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 1st of August 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 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 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. 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 resolutions 5 and 7, 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 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 meeting. So we move on to the poll. 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]

So I now declare the poll closed. The results of the poll will be announced via RNS as soon as practical after the meeting. 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.

[Operator Instructions]

Thank you, Paul. Yes. So we've received a question here from one of our online attendees. A question about the employee share plan resolution. And the question being why are the directors being given the power to reduce the exercise price. So the rationale for this are 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 subsequently -- the scheme was set up with specific exercise prices. 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 honored 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.