Why we did not have time for a ballot

January 1, 2000

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The FC combined the forthcoming AGM with an EGM on the 23rd April 2007, the purpose to propose 1 special and 2 ordinary resolutions to increase the company share capital by 2.5M to a total of 7.5M shares.

The Directors will issue these shares should it need new investment to support the funding of the stadium regeneration during the redevelopment stages. The SCE consider that this is a necessary contingency and a responsible approach to managing financial risk during construction.

Resolutions 1 & 2 are to raise the share capital and Resolution 3 will confers rights on the Directors to allow share sales to anybody for whatever price without having to offer the same to existing shareholders, not withstanding their duties to the company to ensure best value.

Strictly speaking the SCE should have got a mandate from its membership on which way to vote on Resolution 3, it being a special resolution requiring 75% of the votes. The SCE had insufficient time to take legal advice, provide an executive recommendation and to organise a ballot before the EGM. However the SCE considers the ground redevelopment to be of utmost importance and have therefore agreed to support all 3 resolutions.

Potentially this could prevent the SC from being able to reach its aim of a 28% shareholding. The board has agreed to talk to the SCE prior to the issue of new share capital and has committed to allowing the SC to purchase further shares, at the same price as other investors, to protect its current shareholding. The SCE will ballot members for their views prior to any new shares being issued.

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