NOTICE OF MEETING 28 SEPTEMBER 2023

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This is my first take on some of the implications on reading the emailed Notice of the 28 September.

1. There will be a preferred bidder with an investment proposal. So, the vote on resolution 1 will essentially be 'take it or leave it', as there will be no alternative proposal to consider. I think this will be disappointing to some but others may view it as the BOD doing the job that they were elected to do.

2. Resolution 1 refers to a transfer of shares and not a sale of shares. This is likely to mean that the proposal provides for a cash injection to the Club in return for the shares as opposed to providing cash to the Trust or individual shareholders for a purchase of shares.

3. The majority holding required will come from shares held by the Trust. There is no mention of shares held by individual shareholders contributing to that transfer. So assuming no individual shares were transferred, the proportion of Trust owned shares to transfer would be around 66%. This proportion might change if individual shareholders transferred their shares to the Trust.

4. It will not be a total 'leap in the dark' as to the vote on Resolution 1, because members will receive, at least 3 days in advance, the identity of the preferred bidder and a summary of their proposal.

5. There is no mention that one or both resolutions will require a 75% majority to be approved. This had been stated as the majority the BOD would require, even though it seems the Trust Rules require only a 50% majority. Having stated the 75% requirement, the BOD may have thought that it would be unnecessary to repeat it.

6. Proposed Resolution 2 recognises that the vote on Resolution 1 will be an 'in principle' vote only because it provides for further detailed discussions on the detailed terms.

7. Proposed Resolution 2 gives authority to the BOD to agree those detailed terms without coming back again to members for confirmation.

8. There is an implication that the BOD expects the necessary majority to be achieved because it plans to inform the meeting on the next steps following the announcement of the vote. There appears to be no alternative process described if Resolution 1 is not passed.

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