Wycombe Wanderers Football Club PLC AGM
How did the members mandate the Trusts to vote their shares?

Ahead of the PLC AGM that was held on 8th February 2007, the Trusts' Boards wrote to all members seeking a mandate on how to vote the Trusts' shareholdings.

A total of 122 members of the Founders Trust voted together with 129 members of the Supporters Trust.
A simple analysis of the returns received from members and the votes cast for each resolution are shown in the tables below - a description of each resolution and the advise provided by the Trusts' Boards is provided after the tables. A report on the PLC AGM is available as a separate News item.

On the basis of the mandate given, the Trusts cast their votes in respect of their shareholdings FOR resolutions 1, 2, 3 and 4.
The Supporters Trust holds 100,000 Ordinary Shares in the PLC.
The Founders Trust holds 80 Founder Shares in the PLC (as at 1st February 2007).

Democracy only works well if people are engaged and, therefore, the Trusts' Boards wish to thank all the Trust members who provided mandates.

 Number of responses from Founders Trust members only

 48

 Number of responses from Supporters Trust members only

 57

 Number of responses from people who are members of both Trusts

 71

 Total number of responses received

 176



 

 Wycombe Wanderers Founders Trust

Wycombe Wanderers Supporters Trust
   Total Replies 122  Total Replies 129
 Resolution

 For

Against

Discretionary

Withheld

For

Against

Discretionary

Withheld
 1

119

1

2

0

128

0

0

1
 2

119

1

2

0

128

0

0

1
 3

117

2

2

1

123

3

0

3
 4

120

0

2

0

128

0

0

1

After certain errors and omissions were identified in the first calling notice, the PLC cancelled the original AGM that was scheduled for 7th December 2006.
A new calling notice was issued for a meeting that was held in the Vere Suite at Adams Park on Thursday 8th February 2007 at 8:00 p.m.

As a service to members, scanned copies of the following documents can be found below:
1. The AGM Calling Notice that includes the four resolutions referred to below;
2. A proxy form containing the resolutions that the Board hope to pass at the AGM, which coild have been used by shareholders unable to attend the meeting in person;
3. The Directors Report and Accounts to 30th June 2006; and
4. The minutes of the First AGM of Wycombe Wanderers Football Club PLC that was held on 1st February 2006.

Shareholders were being asked to approve four resolutions at the AGM.
The Trusts' Boards believe that these are all fully appropriate.
The ordinary resolutions 1 - 4 require a vote over 50% in favour to pass.

In summary, the Trusts' Boards offered the following advice on voting:

 Resolution  Advice: Vote

 1
 For

 2
 For

 3
 For

 4
 For


The reasoning behind this advice is given below.

Resolution 1: To receive and sign the Minutes of the 2006 Annual General Meeting.
The Minutes appear to be an accurate record of the 2006 AGM.
The Trusts' Boards advise shareholders to vote
for receiving and signing the minutes.

Resolution 2: To receive and adopt the report of the directors and the audited accounts for the period ended 30th June 2006.
The accounts have been audited and are likely to be accurate, notwithstanding the poor financial performance.
The Trusts' Boards advise shareholders to vote
for receiving the accounts.

Resolution 3: To re-elect as a Director Mr. Ivor L. Beeks, who is retiring by rotation.
Mr. Beeks has made a significant personal investment in the Club both in the form of shares and loan notes.
Mr. Beeks is a successful businessman, who was a director and chairman of Wycombe Wanderers prior to the conversion to PLC. Together with the other directors of the PLC, Mr. Beeks is responsible for the current situation at the Club, where many changes remain work-in-progress. It is appropriate that Mr. Beeks continue as a director to see them through including, at a minimum, ensuring that the Club is financially viable.
The Trusts' Boards advise shareholders to vote
for re-electing Mr. Beeks as a Director.

Resolution 4: To re-appoint HW, Chartered Accounts as auditors of the Company following their appointment during the year to fill a casual vacancy and for their remuneration to be determined by the Directors.
HW, Chartered Accountants are a reputable firm of accountants.
The Trusts' Boards advise shareholders to vote
for re-appointing HW, Chartered Accountants as auditors.

The Trusts' Boards hope that you found the comments and advice from the Trusts both thoughtful and helpful.
Further, Trusts' Boards hope that, by seeking a mandate from members, the Trusts are seen to be operating in a democratic fashion.
If you are not a member of BOTH the Supporters and Founders Trusts then please join BOTH (subject to eligibility).
This is the best way to stay well informed about this and future debates at the Club and to ensure that your voice is heard on matters important to the future of the Club.
Application and eligibility details can be found via the links below.

   Download the notice of the 2006 Annual General Meeting
Right click on mouse button and select
Save Target As ... to download the document
   Download the Form of Proxy
as an Adobe Acrobat file
Right click on mouse button and select
Save Target As ... to download the document
   Download the Annual Report and Financial Statements to 30th June 2006
as an Adobe Acrobat file
** Beware this is a very large 4.4 MB file **
Right click on mouse button and select
Save Target As ... to download the document
   Download the minutes of the first AGM on 1st February 2006
as an Adobe Acrobat file
Right click on mouse button and select
Save Target As ... to download the document
   PLC Articles of Association
   DTI Report on Pre-emption Rights
   Wycombe Wanderers Football Club PLC postpone AGM
Comment from the Trusts
  Report and advice on Wycombe Wanderers Football Club PLC
Annual Report and Financial Statements to 30th June 2006
together with the Trusts' Boards recommendations
regarding the resolutions that were to be voted upon at the
original AGM called for 7th December 2006
Note: The PLC's AGM, originally called for 7th December 2006,
was postponed
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    *** Join the Supporters Trust ***
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  Founders Trust
The Board of Wycombe Wanderers Supporters Trust
urges everyone who is eligible to join
Wycombe Wanderers Founders Trust in addition
to joining the Supporters Trust
- see here for links between the two Trusts
 
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   Information page on the Supporters Trust
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For more information on this or Wycombe Wanderers Supporters Trust generally contact:

The Secretary
1 Allen Drive, Walters Ash, High Wycombe, Bucks HP14 4SS
Tel: 01494 563697
Email:
secretary@wwst.org