ProCook Group (PROC) AGM 2024 summary

Opening remarks and agenda

• Meeting commenced at 12:00 P.M. with the Chair and directors present, confirming quorum and welcoming attendees.

• Notice of meeting dated 1st August 2024 was confirmed, and all resolutions were to be considered as set out in the notice.

Corporate governance

• All resolutions were to be voted on by poll to ensure inclusive participation, with proxy votes held in favor of each resolution exceeding 99.85%.

• Resolutions 5 and 7, concerning independent non-executive directors, required a majority from independent shareholders, excluding controlling shareholders.

• Directors recommended voting in favor of all resolutions, aligning with best interests of shareholders.

Shareholder proposals

• A question was raised regarding the employee share plan resolution, specifically about directors' power to reduce exercise prices.

• The rationale provided was to honor the original intention of the all-colleague IPO scheme, allowing long-serving employees to become shareholders if share prices moved unfavorably.