Wycombe Wanderers Football Club PLC has issued calling notices for two Extraordinary General Meetings (EGMs) to be held on Saturday 5th July 2008. There is an EGM at 10:00 a.m. for all shareholders of the PLC (i.e. for holders of both Ordinary and Founder Shares) and a second EGM at 10:10 a.m. for holders of Founder Shares only. The business of both meetings is to consider, and if thought appropriate, approve a resolution to adopt new Articles of Association for the PLC.

The Directors of both Wycombe Wanderers Supporters Trust and Wycombe Wanderers Founders Trust recommend that the resolutions be approved.

Further, the Directors of both Wycombe Wanderers Supporters Trust and Wycombe Wanderers Founders Trust recommend that members, who are also Ordinary or Founder Shareholders in the PLC, and who are unable to attend the meetings in person on the 5th July, return proxy votes to the PLC. Appropriate forms for proxy votes were included in the letter from the PLC or may be downloaded from the links below.

Copies of the following documents can be found below:
1. The covering letter from the Mr. Ivor Beeks, Chairman of the PLC;
2. The EGM Calling Notices that include the resolutions referred to above;
3. The proposed Articles of Association;
4. The current Articles of Association; and
5. The forms of proxy distributed by WWFC PLC.

Analysis of the change to Article 2.9
The current Articles of Association of Wycombe Wanderers Football Club PLC specify what is to happen in the event of a return of capital as might happen if the PLC were to be liquidated. The element of relevance to Trust members is that the Founders Trust is eligible to direct the distribution of the first £1,320,000 of surplus assets, should there be any, "to the Football Association Benevolent Fund or to some club or institute in the High Wycombe area having objects similar to those set out in the company's Memorandum of Association or to any local charity or charitable or benevolent institute situate within the said High Wycombe area." This has the potential to provide some capital for the formation of a new football club in High Wycombe, if Wycombe Wanderers Football Club PLC were to be liquidated. Thereafter the ordinary shareholders are eligible to have the sum paid for their shares (£1 each) repaid and finally any balance is to be directed "to the Football Association Benevolent Fund or to some club or institute in the High Wycombe area having objects similar to those set out in the company's Memorandum of Association or to any local charity or charitable or benevolent institute situate within the said High Wycombe area."

The updated Articles proposed by the PLC in March 2008 modified the wording of these provisions to make a unified Trust the recipient directly of the first £1,320,000 of surplus assets and also the recipient directly of any surplus after the repayment of ordinary shareholders. These were modifications made at the suggestion of the PLC's solicitors and were not something that the Trusts had sought.

The Football Association refused to approve the modified wording. They have specified a revised clause 2.9 that is almost identical to the wording in the current Articles of Association.

From the perspective of a unified Trust, it may have been better to have the modified wording. However, since the Football Association will not approve the modified wording and their required changes leave the parties in the same situation as currently, the revision to clause 2.9 appears to be acceptable.

All the other clauses are identical to those proposed in March 2008.

Since the Football Association has not approved the updated Articles of Association proposed on March 19th, it is necessary for the PLC to re-run the approval process for revised Articles of association that incorporate the Football Association's requirements.

Analysis of the revised Articles of Association of Wycombe Wanderers Football Club PLC
This analysis is identical to that provided in March 2008 except for comments on clause 2.9.

The proposed Articles of Association have been compiled by Olswang, a firm of solicitors, acting on the instructions of the Board of Wycombe Wanderers Football Club PLC. If required, members of the Trusts and shareholders of the PLC should seek independent legal advice on the meaning of the proposed Articles of Association. If a member has a question on a specific change then they may raise it with the Trusts via the contact details provided or with their own legal advisor. Holders of Ordinary and/or Founder Shares in the PLC may raise the matter directly with the PLC's Company Secretary, Mr. Keith Allen.

The Trusts have prepared the following comments to assist members in their analysis of the proposals. The resolutions require that shareholders approve or otherwise the proposed Articles of Association in their entirety rather than considering individual new clauses or changes.

The current and proposed Articles of Association have much in common although individual clauses in the Articles are ordered differently.
Unless stated otherwise, the numbering below relates to clauses in the proposed Articles.

1. In the covering letter, the Chairman states that the Articles are being updated to address a combination of:
- A better understanding of the needs of a PLC;
- The appropriate aspirations of a modern PLC;
- Changes resulting from the Companies Act 2006; and
- The proposed unification of the Wycombe Wanderers Founders Trust and Wycombe Wanderers Supporters Trust.

The proposed Articles and the changes made to achieve them appear to be consistent with this stated reasoning.

2. Important components of the original Articles are unchanged:
- The authorised* share capital remains £4,000,000 divided into 500 Founder Shares and 3,999,500 Ordinary Shares - see Article 2.1;
- No shareholder may own more than 25% of the issued Ordinary Shares - see Article 2.10;
- The list of rights attached to Founder Shares remains unchanged - see Article 13.3;
- The rights of Founder Shares can only be altered with the prior consent of Founder Shareholders - see Article 13.1; and
- The number of directors has a minimum of two and a maximum of ten unless changed by an ordinary resolution at a general meeting - see Article 14.

* Out of the authorised share capital, the issued share capital at 30th June 2007 was £1,260,900 divided into 500 Founder Shares and 1,260,400 Ordinary Shares.

3. The Companies Act 2006 has required a number of changes, which include:
- The consent of Founder Shareholders to any changes can only be given at a separate general meeting of Founder Shareholders - see Article 13.2. Under the current Articles it can also be given by the signing of a written resolution by holders not less than 51% of the nominal value of issued Founder Shares. The Trusts are told that written resolutions are not permitted for PLCs under the Companies Act 2006 and hence this possibility is removed from the proposed Articles.
- Articles 2.4 and 7 give the Company the right to alter its share capital by Ordinary Resolution. Similar provisions exist in the current Articles but certain changes are listed as requiring Special Resolution rather than Ordinary Resolutions. The PLC has been advised that the Companies Act 2006 requires Ordinary Resolutions approve these changes.
- Governance via General Meetings, voting by shareholders and the appointment, retirement and removal of directors has been updated. The Articles appear appropriate - see Articles 9, 10, 11, 12, 17, 18 and 21.
- Article 21.1 states that "A managing director and a director holding any other executive office may not be subject to retirement by rotation.". This clause covers the situation where employees of the PLC in senior positions are appointed directors. The Trusts understand that notwithstanding his current position as Managing Director, Mr. Stephen Hayes will retire by rotation in the normal manner.

4. The PLC has a better understanding of the details of its Articles than at the time of its creation in 2004:
- The original intention was and the current practice is that the Founder Shareholders Trust appoints a director to the PLC. The proposed Articles specify this rather than referring to the holders of Founder Shares - see Article 17.1.

5. The proposed unification of Wycombe Wanderers Founders Trust and Wycombe Wanderers Supporters Trust:
- The proposed Articles of Association contain references to Wycombe Wanderers Trust Limited, the unified Trust, rather than separately referencing Wycombe Wanderers Founders Trust and Wycombe Wanderers Supporters Trust.
- The proposed Articles of Association provide the unified Trust with rights and obligations that are as favourable as those enjoyed currently by the two separate Trusts. Specifically Wycombe Wanderers Trust Limited may appoint two directors to the Board of the PLC, one director by right and one providing the unified Trust continues to hold a minimum of 100,000 Ordinary Shares in the PLC - see Articles 1.1, 17.1, 17.2 and 17.3. Upon the winding up of the PLC with positive net assets, the unified Trust would direct the distribution of the first £1,320,000 of any surplus assets - see clause 2.9. A Founder Share will be transferred to the unified Trust in the event of the death or bankruptcy of its holder or if the holder ceases to hold a season ticket - see Articles 6.1 and 6.2. These are the same conditions as apply to the two separate Trusts in the current Articles of Association.

6. The proposed Articles of Association include a number of clauses that might be expected in the Articles of a PLC but which are absent from the current Articles.
Note: The absence of these matters being addressed in the current Articles does NOT preclude the directors from taking actions in these areas as they are legal activities for a PLC:
- The right for directors to be paid remuneration passed by a resolution of shareholders - see Article 19;
- The right for directors to be paid travelling, hotel and other expenses properly incurred in the discharging of their duties - see Article 20;
- The right for directors to provide benefits and pensions to directors and employees - see Article 22; and
- The right for dividends to be paid subject to the passing of a resolution declaring the dividend - see Article 27 and the discussion under item 7 below.

Currently the PLC's directors are unpaid and receive no or de minimis financial benefits from their roles with the PLC. The PLC has not made any profit from which to pay a dividend. The Trusts have been told that there are no current proposals to pay remuneration to the directors or to pay any dividend. However, these are all legal activities. If the circumstances of the PLC were to change, then it may be necessary to employ a full-time managing director or other executive director, for example, and it is to be hoped that the PLC generate sufficient profits to pay a dividend. It is appropriate that the proposed Articles address these items directly rather than leave them unaddressed.

7. Potentially contentious changes:
There are a small number of changes that might be considered contentious. These are discussed below but on balance the Directors of the Trusts do not believe that these are significant enough to recommend rejecting the proposed Articles of Association.
- Article 2.2 gives the directors the power to issue shares up to the full amount of the Authorised Share capital for a period of 5 years from the date of adoption of the Articles. At the PLC AGM on 1st February 2006, a resolution was passed giving the directors this right for a period of 5 years, after which it would have been necessary to seek a further resolution approving this power. It would have been more consistent with only updating those things that need updating if the power in Article 2.2 had been limited to 3 years from 19th March 2008 rather than to 5 years.
- Article 27.4 provides for dividends to be paid in assets as well as cash. Whilst accepting that it is appropriate that the Company should be able to pay dividends if it is profitable, the Trusts believe that dividends should only be payable to the extent that there is cash available to make the payments. Allowing the distribution of assets opens up the possibility of assets being distributed for less than they are worth. This clause has been introduced at the suggestion of the PLC's solicitors, who are claiming that it is a standard item for a PLC, rather than at the request of the PLC's directors. The PLC's directors have agreed to review whether or not it is desirable to retain this Article or not and may apply to have it deleted at a future General Meeting. Since it is possible for the directors to sell assets of the PLC in the ordinary course of business, it seems that little in the way of unique risk is introduced by this clause and hence the Directors of the Trusts do not believe that any such risk is significant enough to recommend rejecting the proposed Articles of Association.

8. Other changes:
The exact wording of proposed Articles of Association differs from the existing Articles in many clauses but these differences are considered by the Trusts either to have the same meaning as in the current Articles of Association or not to be significant changes.

In order to adopt the proposed Artciles of Association, shareholders of the PLC must pass a Special Resolution at an EGM of all shareholders, Ordinary and Founder Shareholders. A Special Resolution requires 75% of those shareholders voting in person or by proxy to be in favour for it to pass.

Additionally under Article 13 of the current Articles, holders of Founder Shares must pass an Ordinary Resolution at a separate EGM. An Ordinary Resolution requires a simple majority (anything over 50%) of those shareholders voting in person or by proxy to be in favour for it to pass.

Both of these meetings are to be held on Saturday 5th July 2008.

Voting the Trusts' Holdings of Ordinary Shares and Founder Shares
The Supporters Trust and the Founders Trust will vote their holdings of shares according to the democratic majority wishes of each Trust's members. For clarity, the two Trusts will vote their shareholdings separately. The Supporters Trust will vote its holding of 100,000 Ordinary Shares and the Founders Trust will vote its holding of Founder Shares (137 Founder Shares as at 1st June 2008). Members may vote on these resolutions by either completing and returning the paper reponse form mailed to them or completing the electronic response form below - see link.
Responses to be received by 6:00 p.m. on Wednesday 2nd July 2008.

The Directors of both Wycombe Wanderers Supporters Trust and Wycombe Wanderers Founders Trust recommend that the resolutions be approved.

Francis Glenister		David McGee
Chairman		Chairman
Wycombe Wanderers Supporters Trust		Wycombe Wanderers Founders Trust
Email: fg@wwst.org		Email: dm@wwst.org
c/o Wycombe Wanderers Supporters Trust, 1 Allen Drive, Walters Ash,
High Wycombe, Bucks HP14 4SS

	Download the covering letter for the EGMs on 05/07/2008 as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	Download the notice of the Shareholder EGM as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	Download the notice of the Founder Shareholder General Meeting as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	Download proposed Wycombe Wanderers Football Club PLC Articles of Association as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	Download Wycombe Wanderers Football Club PLC Articles of Association These are the current Articles adopted at 1st February 2006 as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	Download the Form of Proxy for the Shareholder EGM as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	Download the Form of Proxy for the Founder Shareholder EGM as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	On-line voting for Members Wycombe Wanderers Founders Trust and Wycombe Wanderers Supporters Trust
The links below relate to various general meetings of the Trusts and the PLC on the proposal to unify the Trusts
	Wycombe Wanderers Football Club EGM 19th March 2008 Report on the meetings held on 19th March 2008 to vote on resolutions to adopt revised Articles of Association
	Wycombe Wanderers Supporters Trust SGM 27th February 2008 Report on the meeting held on 27th February 2008 to vote on an Ordinary Resolution required to unify the two Trust
	Wycombe Wanderers Founders Trust and Supporters Trust Report on the meetings held on 7th February 2008 to vote on measures to unify the two Trusts
	Wycombe Wanderers Founders Trust and Supporters Trust Timetable of meetings required to unify the two Trust
	Wycombe Wanderers Founders Trust and Supporters Trust Report on the joint meeting held on 23rd January 2008 to receive detailed proposals regarding a unification of the two Trusts
	Wycombe Wanderers Founders Trust and Supporters Trust Report on the initial meeting held 28th June 2007 to discuss the unification of the two Trusts
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