Report on the Annual General Meeting of
Wycombe Wanderers Football Club PLC
held in the Vere Suite, Adams Park
8:00 p.m. Thursday, 8th February 2007

In accordance with the official notification issued to shareholders in the company, Wycombe Wanderers Football Club PLC held its Annual General Meeting in the Vere Suite, Adams Park at 8:00 p.m. on Thursday, 8th February 2007.

Due to heavy snowfalls the previous night and a forecast of further bad weather overnight, only 27 shareholders attended the AGM not counting the Directors and Company Secretary. Consequently, matters focussed on the formal business of answering a number of questions raised by the Supporters Trust and Founders Trust on the Report and Annual Accounts followed by consideration of the four resolutions previously circulated. Following the AGM, there was a short Question & Answer session but the PLC Board undertook to organise a meeting of shareholders so that a broader group of shareholders might be informed of recent developments and future plans.

The meeting was chaired by Mr. Ivor Beeks, the PLC's Chairman. In attendance were Mr. Steve Hayes (Managing Director), Mr. Brian Kane (Director), Mr. Keith Blagbrough (Director, Supporters Trust), Mr. Ian Mather (Director, Founders Trust), and Mr. Keith Allen (Company Secretary). In addition a further 27 shareholders were in attendance, including representatives from both Wycombe Wanderers Supporters Trust and Wycombe Wanderers Founders Trust.

Mr Beeks observed that a minimum of two members were needed for a quorum and, since there were sufficient attendees, the meeting was formally opened at 8.03 p.m. Mr. Beeks thanked the attendees for coming in view of the inclement weather and announced that no representatives from the Company's accountants or solicitors were present. Mr. Beeks informed the meeting that the company had received 53 Proxies in favour of the resolutions plus 1 other and that should there be a call for a poll on any of the resolutions he had more than 75% in favour of the motions.

The Trusts understand that the following proxy votes had been received:

	For	Against
Resolution 1	113,638	0
Resolution 2	113,638	0
Resolution 3	113,637	1
Resolution 4	113,638	0

Note on voting and shareholdings:
Resolutions placed before general meetings are voted on by a show of hands with each attendee having one vote irrespective of the size of their shareholding. Proxy votes are only relevant if a resolution is put to a poll i.e. one vote per share held by those voting in person or by proxy in which case the proxy votes cast above would be included.

There are 1,260,900 shares in issue comprising 1,260,400 Ordinary Shares and 500 Founder Shares.
Mssrs. Beeks, Hayes and Kane hold between them 945,300 Ordinary Shares and 3 Founder Shares.
The Supporters Trust and Founders Trust account for a total of 100,000 Ordinary Shares and 80 Founder Shares.

In the event of a poll, a total of 630,451 votes would have been needed to provide a greater than 50% majority in favour to pass ordinary resolutions such as Resolutions 1-4. A total of 945,676 votes would be needed to provide a greater than 75% majority in favour to pass special resolutions although no such special resolutions were placed before members.

Apologies
The Secretary reported that he had received 86 apologies, including Monty Seymour, President, Francis Glenister, Chairman Wycombe Wanderers Supporters Trust and the representative from the Auditors HW.

There was no presentation on or discussion of either the financial results or the resolutions to be voted upon. The Chairman stated that the Club had received 7 questions regarding the accounts and that they would be read out and answered by the board members, but that no supplementary questions would be allowed before the resolutions were put to the members.

Resolution 1: To receive and sign the Minutes of the 2006 Annual General Meeting.
The resolution was passed unanimously by a show of hands.

The Company Secretary had received a number of written questions from the Boards of Wycombe Wanderers Supporters Trust and Wycombe Wanderers Founders Trust. These questions were read out together with the Directors' answers before consideration of resolution 2 to receive and adopt the report of the directors and the audited accounts for the period ended 30th June 2006. No discussion of these answers was permitted.

1. Have any additional guarantees been given to the auditors to avoid the need to qualify the accounts in any way? SUPPORTERS TRUST

Mr Beeks replied: The auditors requested two documents concerning the on-going trading of the Club. The first was an email from our bank, Lloyds TSB, confirming that there was no reason why the overdraft facility would not be renewed for another 12 months after its expiry in October 2006. The second was a letter from Steve Hayes confirming he would not seek repayment of his loan before 30 June 2007, and that he would continue to support the Club financially so that it could continue trading for a period of not less than one year. In order to add further clarity to the above, the directors have an agreement not to seek repayment of the loans above and beyond what was formally requested from the auditors.

2. What arrangements, if any, are in place to ensure that the ongoing negative cash flow at the PLC would be funded in the event that Mr. Steven Hayes is unable through incapacity or death to fund an ongoing deficit? SUPPORTERS TRUST

Mr. Hayes replied: I have made personal arrangements to ensure that in the event of my death there will be no early repayment of the existing loans made to the Club. I have also made arrangements that in the event of my death, the Club will have access to further funding until an alternative source of finance can be found. It should be emphasised that the officers of the Club are conducting a careful review of the Club's expenditure with a view to minimising negative cash flow in future.

3. Does the PLC have key man insurance on the life of Mr. Steven Hayes and, if so, at what level of cover? SUPPORTERS TRUST

Mr. Kane replied: No - this is not deemed necessary given the provisions outlined in response to the previous question.

4. What is the average home attendance needed for the Club to break-even given its cost base? SUPPORTERS TRUST

Mr. Kane replied: Home gates are not the whole answer to the break-even question - league gate receipts, including executive boxes, accounted for only 22% of the income in 2005/06. Increases clearly need to be made to all the key income streams - not only gate receipts but also commercial activities, conference and banqueting etc - whilst controlling costs. The investment has been made in the cost base to exploit these revenue streams, which in turn will help us reach break-even. Historically we have never been a club dependant purely on gate receipts.

5. The Club seems to be some way off achieving the previously advised time frame for reaching a break-even point and for becoming debt free. Why is this and specifically what areas of the Club are over budget in expenditure terms, what are under budget in income terms and what measures are being implemented to rectify this position and over what time frame does the Club now expect to reach break even and become debt free? FOUNDERS TRUST

Mr. Hayes replied: The original floatation plan changed with me buying a stake in the Club and joining the Board. The funds allowed the Club to prepare in both a faster time frame and a more business-like manner, the infrastructure both on and off the field. This has meant that as and when on-the-pitch success is achieved, the Club will be capable of meeting increased gates, bigger demands and operating in a professional manner without suffering growing pain disruptions. If the overall ambitions and goals for the Club are not being met, either by on the pitch results or other factors such as improvements in revenues etc. as a result of the investment programs, then the Directors will take necessary actions at the appropriate time to focus the Club on the original break even profitability goal. The Board feel that the Club is 4 years from reaching the Championship goal and will endeavour to reach break even by that time.

In terms of the performance of different areas this year, then the football side has clearly been the most successful due to the outstanding success in the Carling Cup. All other areas are operating to budget, with the exception of a disappointing return from the Sales & Marketing department. The lack of a Commercial Manager for a year, whilst we found a replacement, has clearly had a big impact and it is taking longer to reverse this than expected.

Moving on to the Club being debt-free, one of the reasons why the balance sheet looks so weak is that the share structure of the Club is very inflexible. Because the Company is a public company, even though there is no market in its shares, it is governed by the City Code on Takeovers and Mergers, which (with some exceptions) prevents a person from obtaining a share stake of more than 29.9% without making a takeover bid for the entire Club. Additionally of course we have in our Articles a restriction on any one person owning more than 25% of the ordinary shares of the Company. I would be willing to convert a substantial part of my loans into equity, but this cannot be done without re-registering the company as a private limited company and effecting a reorganisation of the Club's capital structure. I shall be discussing various options with the major stakeholders in the Club (including the supporters' representative bodies) and would hope to be able to bring new proposals to the members later in the year.

6. We seem to have a disproportionately high number of back room staff related to the playing side compared to other clubs at our level and indeed compared to clubs at a higher level. Does the Club feel that this is appropriate and are there plans to cut our cloth accordingly? FOUNDERS TRUST

Mr. Beeks replied: The aim is to be in the Championship in 4 years. It is key that we are able to attract and develop young talent especially as the Club prefers not to spend money on players. This development requires a necessary level of infrastructure, which the Club has duly invested in. The result is what the Board believes is a high quality football set-up comparable to what we believe are the needs of a Championship club, who will be able to nurture young talent. Whilst not a specific goal, development of young players through our community and youth development programmes and our ability to nurture and grow young talent not recognised or appreciated by other club's less well structured backroom teams can provide additional sources of revenues. Over the past 13 months the Club has raised almost a million pounds from the sale of players, which clearly helps cash flow, reduces losses and provides funds for further team-building and investment.

7. The Club has a seemingly high number of administrative staff compared to other football clubs, even those playing in the championship, which must have an adverse impact on the Club's financial position. What measures are being taken to address this balance and to either significantly increase income levels or to control costs of administration staff? FOUNDERS TRUST

Mr. Beeks replied: It is difficult to compare different football clubs as many factors dictate the level of administration staff, for example we have an in-house food and beverage function, and have extra staffing to cope with the demands of hosting a professional rugby club. We have also invested in staff to match the ambition of the longer-term plan, which is to get into the Championship and being able to survive and flourish once there. Revenues take time to develop and the cost base needs to be in place before that can happen.

Resolution 2: To receive and adopt the report of the directors and the audited accounts for the period ended 30th June 2006.
The resolution was passed unanimously by a show of hands.

Resolution 3: To re-elect as a Director Mr. Ivor L. Beeks, who is retiring by rotation.
The resolution was passed unanimously by a show of hands.

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.
The resolution was passed unanimously by a show of hands.

The matters above concluded the formal business of the AGM, which was formally closed at 8:21 p.m.

Question and Answer Session
Following the formal business of the AGM there was a short question and answer (Q&A) session. Mr. Garry Adamson, General Manager, and Neil Paterson, Head of Finance, joined the meeting for the Q&A session. The questions asked were mainly about the team rather the financial and governance issues more relevant to an AGM. One shareholder asked about the possibility of the Club moving to a new stadium prompted by a recent council publication, which apparently makes reference to this. The Directors advised that currently no details are available and confirmed that there is a very long way to go if indeed the idea is viable. Another shareholder asked whether there had been any further developments with Wasps to which the Directors responded that "it's all gone very quiet and no planning application regarding expansion of Adams Park has been submitted to the Council."

The meeting closed at approximately 9:00 p.m.

Comment by the Trusts
The PLC Directors decision to proceed with the AGM but to hold a meeting of shareholders in the future to provide an update on developments was a pragmatic decision given the prevailing weather conditions. The Trusts support the Board of the PLC in making this decision and it is understood that Founder Shareholders will be invited to the subsequent meeting of shareholders. Founder Shareholders may attend the AGM by right but despite representations by the Boards of the Trusts, Founder Shareholders have to date been excluded from meetings of shareholders.

The Club's accounts reveal that the Club has a cost base greater than its income and is dependent on additional external funding provided to date by Mr. Steve Hayes via loan notes. As the Trusts understand matters, the cost base largely results from a vision that calls for spending on non-playing staff and other "off the field" infrastructure so as to be ready to face the challenges presented on reaching the target of Championship football. As a result, shareholders should be mindful of the associated risks of this approach and should be provided by the company with details of how much funding would be provided in the event of Mr. Hayes death or incapacity, and over what time frame it would be provided. The Trusts feel that the response to the question posed re a break-even gate misses the point completely. Shareholders understand that the Club has revenues from several sources, but the break-even gate, given the current cost base and all current revenue streams, provides a measure of whether the cost base is out of control. If the current average gate is, say, 5,000 and the break-even were, say, 7,000 then although it would be a stretch at least it could be argued that it might be achievable. If the break-even gate is, say, more than the 10,000 capacity of Adams Park then shareholders would probably wish to ask more questions re the cost base. In the absence of a straight answer to the question, shareholders should continue to have concerns about the sustainability of the cost base. The lack of numerical data supporting the answers to the questions re staffing costs and revenue only fuel these reservations. The response to question 5 suggests that the PLC will seek changes to its constitution in the future. The Trusts will engage with the PLC on these matters and advise members according to the details of whatever is proposed.

In summary, the answers given in response to several of the Trusts' questions, whilst doubtless intended to be helpful, lack sufficient details or fail to answer the question posed. The Club appears to be planning for Championship football, which may never be reached. Clubs in higher divisions often operate by losing even more money and, without a projected income and expense statement based on the actual experience of similar sized clubs to Wycombe, it is impossible for shareholders to have confidence that the current high cost base is sustainable.

This report has been produced jointly by the Boards of Wycombe Wanderers Supporters Trust and the Wycombe Wanderers Founders Trust for the purpose of updating their members. The report must not be used for any other purpose including but not limited to selected or total quotation without the prior agreement of the Boards of Wycombe Wanderers Supporters Trust and Wycombe Wanderers Founders Trust.

	Download this report as an Micosoft Word file Right click on mouse button and select Save Target As ... to download the document
	Download this report as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	Shopping On-line via this link helps the Supporters Trust at no cost to you
	Shopping On-line at Amazon.co.uk via this link helps the Supporters Trust at no cost to you
	Return to the News page on the Trust
	*** Join the Supporters Trust *** Click here for link to application details
	Information Page on the Supporters Trust
	Supporters Trust Home Page