Good morning, and welcome to the ProCook Group PLC AGM proceedings. Throughout this recorded meeting, attendees will be in listen-only mode. Questions are encouraged, and they can be submitted at any time using the question-and-answer tab situated on the right-hand corner of your screen. Simply type in your questions and press send. 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 non-executive 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 August 10th, 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 rooms, 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 am holding proxy votes in favor of each resolution in excess of 10% of the votes cast. Resolutions 1-R esolutions 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- Resolution 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-Resolution 10, which relate to the election of the independent non-executive 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.
Thanks very much. Do you want me to take us now?
No, sorry. I thought what I would do is actually do the meeting.
Can you see that? Make sure that's come up there.
Move back there.
Okay. Do you want me to read it out?
Yes.
It's okay?
Yeah, happy to do it, yeah.
Yeah. There is a question submitted. I will just read it out verbatim. Could you please explain the disclosed transaction of Daniel in more detail, and what is the reason to do this?
I think it was a
We will do some questions in a second.
Okay. Yeah.
Okay, and I have got one more.
Okay.
Yeah, so from the disclosed section on the [inaudible].
Okay. 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?
Do you want to start?
Yes.
A general point. As a small personal shareholder, has it been considered that there's any merit in perhaps, as some other companies do, giving a potential discount to shareholders purchasing company items? Whether that would promote a bit of cohesion, whether it would promote even sales, or whether the administration hassle is more than you would want to cope with.
Can I ask Lee to answer that question?
Yeah. Thank you for the question. Yeah. First and foremost, we offer our colleagues discount, as you're probably aware, all the colleagues that work for our business, and they have a limited distribution of friends and family that they offer discount to 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 private investors there are in terms of behind that, nominee 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
et cetera.
Yeah.
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 stock if things were to give?
Yeah. I'll take that.
It is again for Lee Tappenden.
Yeah. Very good question. The current climate, as you know, most of our products come from the Far East. We have ongoing discussions with our freight providers throughout the year. There has been some volatility in pricing, but it is stabilizing at the moment. We are secure and confident of our flow of product going into this peak season, and we have inventory held at this location here. So we are confident in our stock holding and the current flow of products to meet current sales demand and future sales demand over peak especially.
Good. Right. Thank you.
Any other questions? I will now hand back to the Investor Meet Company host to assist us with any questions from shareholders online.
Many thanks indeed, Greg. We have two questions there. If you could just read out the question and address it where appropriate. Thank you.
Yes. Can you read that out, Lee?
The first question, I think maybe Lee, you could help with this more. Daniel, basically, could you please explain the disclosed transaction of Daniel in more detail, and what is the reason to do so at this time?
This is Dan Walden here, Chief Financial Officer. Without more detail, it is rather tricky to know which transaction you refer to. I think the question is referring to a recent transfer of shares, which were announced on the RNS, and that was described at the time, it is still within Daniel's, the O'Neill family beneficial holdings. It is just a personal decision that was taken by Daniel and the family and the family office.
Okay. Thank you, Dan.
If there is any further points to be raised as a question in detail, we can answer that in more detail.
Thank you.
Thank you. The next question, Lee. Bit small for me to read.
Okay. In the recent results presentation, the directors deemed the company share price on the stock exchange undervalued compared to recent performance of the company. That period of time was back in June of this year. However, the P/E ratio is currently over 32 according to current pricing. On what basis are the directors considering the shares to be undervalued? It's a very, I don't know whether you want to take that.
Well, I can take that. I don't think there was at any point that we stated that the shares were undervalued. That's for the market to decide. We are focused on driving performance in the business, and shareholders can make their own judgments as to the value of this business and, therefore, choose to invest or not. But I don't think we've made a statement to say that the share price is undervalued, per se.
Okay.
Yep. That's all of them, is it there?
Yeah.
Okay, we hand back to IMC.
Yeah.
That's great. Thank you very much indeed, guys, for updating attendees today. Could I please ask attendees not to close this session, as you will now be automatically redirected to provide your feedback, which will help the company better understand your views and expectations. On behalf of the management team, we would like to thank you for attending today's Annual General Meeting, and good morning to you all.