ANNUAL GENERAL MEETING 13 th FEBRUARY 2013 Agenda

ANNUAL GENERAL MEETING 13 th FEBRUARY 2013

Agenda • WELCOME & INTRODUCTIONS • MINUTES FROM AGM 2012 • CHAIRMAN’S REPORT • TREASURER’S REPORT • RE-ELECTION OF DIRECTORS • AUTHORISATION FOR APPOINTMENT AND REMUNERATION OF AUDITORS • APPROVAL AND ADOPTION OF TRUST STRUCTURE • ADOPTION OF NEW ARTICLES AND MEMORANDUM OF ASSOCIATION • APPROVAL OF NEW RULES • 15 MINUTE BREAK • Q&A

CHAIRMAN’S REPORT

TREASURER’S REPORT

2011/12 ACCOUNTS Turnover Administration expenses Operating (loss)/ profit Interest receivable 2011/12 2010/11 £ 2, 543 11, 291 (8, 748) 2 £ 1, 930 3, 815 (1, 885) 3 Loss before taxation (8, 746) (1, 882) Tax on loss on ordinary activities Loss for the financial period (8, 746) (1, 882)

2011/12 ACCOUNTS Administrative expenses 2011/12 £ 2010/11 £ 529 Printing, stationary and postage 440 Subscriptions: Supporters Direct 50 50 Promotional costs 362 563 Website Development 530 316 Legal and Professional fees 9, 610 2, 236 Accountancy Fees 210 Total £ 11, 291 £ 3, 815

ELECTION OF DIRECTORS

APPT OF AUDITORS

TRUST STRUCTURE

FUTURE STRUCTURE OBJECTIVES • To manage three companies, in a way that gives stability, but allows members a route to joining the Trust board and then the subsidiary boards (after 12 months) • To prevent the hijacking of either subsidiary board • To ensure that AP and TG are not sold unless a significant percentage of supporters agree

FUTURE STRUCTURE PROPOSAL • Trust board elected as current (annual 33% retirement) • Subsidiary boards appointed by Trust Board, with a majority of Trust Directors • Trust Directors to qualify for subsidiary boards after 1 year • Other non Trust Directors to be co-opted on to subsidiary boards based on skills and experience.

PROTECTING AP BACKGROUND • Founder Shareholders were given “enshrined rights” • Founder Shares were in WWFC • Enshrined rights did not specifically prevent sale of AP • As Founder members die or lapse, Trust takes control of shares

PROTECTING AP BACKGROUND • Over time, Trust will own a majority of Founder shares • Therefore in theory, if Trust hijacked then subsidiaries and therefore AP become vulnerable.

PROTECTING AP PROPOSAL • New category of Trust membership (Legacy Membership) to be established • Qualification will be as for founder shareholders (season ticket holder for more than 3 seasons) • For a very short period, any season ticket holder or any supporter who has held a gold membership for the last two seasons will also qualify • “Hard rights” will be granted to Legacy members and will need approval of 75% of all Legacy members

PROTECTING AP PROPOSAL • Hard rights to include sale of AP or TG, allowing majority stake holding in WWFC • Additional “soft rights” will be granted to all Trust members • Soft rights to include: - changing of the quarters, changing strip more frequently, naming rights to Stadium etc (suggestions very welcome)

PROTECTING AP PLANNED OUTCOME • Veto of key issues spread across significant number of supporters • Route for Trust members to join Trust Board and then subsidiary boards (subject to 12 month qualification) • Stable management team for all 3 entities • Right of veto for Trust members on key “emotional” issues • EGM calling clause if majority of members request

MEM & ARTS

NEW RULES

15 MINUTE BREAK

Q&A

ANNUAL GENERAL MEETING 13 th FEBRUARY 2013