NOTICE OF GENERAL MEETING

OF ACCRINGTON STANLEY FOOTBALL CLUB LIMITED

(COMPANY REGISTRATION NUMBER: 01287721)

Notice is hereby given that a General Meeting (Meeting) of Accrington Stanley Football Club Limited with company number 01287721 (Company) will be held at The Sports Bar, Accrington Stanley Football Club, Livingstone Road, Accrington, Lancashire, BB5 5BX on 28th October 2015 at 7 pm to transact the following business:

The business of the Meeting will be to consider and, if thought fit, to approve:-

  1. the allotment of an additional 120,386 “A” Ordinary shares of £1.00 each in the capital of the Company in accordance with the terms of the Companies Act 2006 and the articles of association of the Company to rank pari passu with the existing 2000 “A” Ordinary Shares of £1.00 each, in the capital of the Company;
  2. the directors be given authority to issue such additional shares as set out below;
  1. the appointment of Andrew Mark Holt as an additional Director of the Company.

By order of the Board

Peter Marsden

Director

Accrington Stanley Football Club Limited

Livingstone Road, Accrington, Lancashire, BB5 5BX

13th October 2015

NOTES TO THE NOTICE OF GENERAL MEETING

Detailed Proposals

  1. The new “A” shares will be issued as an integral part of the proposals that 0404 Investments Limited (company registration number: 05106531) being a company controlled by Andrew Holt and being the parent company of the What More (UK) Limited (trading as Wham) group of companies) will obtain a controlling interest in the Club.
  2. Andrew Holt acquired 25 “A” Ordinary Shares and 1,697 “B” Ordinary Shares from David and Yvette Styring on the 8th October 2015.
  3. Andrew Holt has agreed to take over the debt owed by the Company to Ilyas Khan (trading as TW Indus) in the sum of £476,805.22 and is willing to exchange 50% of that loan for an issue of a further 15,806 “A” Ordinary Shares of £1.00 each to him.
  4. 0404 Investments Limited will pay to the Company the sum of £580,861.60 which will enable the Club to discharge in full the debts owed by it to R Heys, Professor Glasson, P Carruthers, G S Cirino, A S Cristofis, D Nicou, S J Stein, and P Shaw.
  5. The debts owed by the Company to the remaining individual creditors namely Andrew Holt, Peter Marsden Property Finance Limited, David O’Neill, B & M Longworth (Edgworth) Limited and Alan Pickup will be discharged by paying 50% of the loan in full and by the balance of 50% being satisfied by the issue of further “A” shares to those individuals as follows:-
  • Andrew Holt – 15,806 (as at No.3 above)
  • Peter Marsden Property Finance Limited – 11,602
  • David O’Neill – 2,694
  • John Norris on behalf of B & M Longworth (Edgworth) Limited – 2,981
  • Alan Pickup – 2,303

Total shares issued in exchange for existing debt – 35,386.

  1. In addition and in consideration of the payment at paragraph 4 above, 0404 Investments Limited will subscribe 85,000 new “A” Ordinary Shares of £1.00 each to be issued to it so as to ensure that between the shares owned by Andrew Holt personally and the shares owned by 0404 Investments Limited that a holding in excess of 75% of all of the issued share capital of the Company will be held by them.
    Appointment of proxies
  1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting. If you intent to appoint a proxy please contact Peter Marsden at peter.marsden.property.finance@gmail.com, or Robert Houseman at robert.houseman@leescarter.com, or Alan Pickup at alan.pickup@talktalk.net (Contacts) who will send you a proxy form to complete. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
  2. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. You may appoint one of the Contacts as your proxy.
  1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please email one of the Contacts set out above.
  1. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
    Appointment of proxy using hard copy proxy form
  1. The proxy form explains how to direct your proxy how to vote on each resolution or withhold their vote.
  1. To appoint a proxy using the proxy form, the form must be:
  • completed and signed;
    • sent or delivered to the Company at Accrington Stanley Football Club, Livingstone Road, Accrington, Lancashire, BB5 5BX; and
    • received by the Company no later than 28th October 2015 at 5 pm.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Electronic appointment of proxies

  1. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by emailing any one of the Contacts. For an electronic proxy appointment to be valid, your appointment must be received by the Company no later than 28th October 2015 at 5 pm.
    Appointment of proxy by joint members
  1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
    Changing proxy instructions
  1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please email any one of the Contacts.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.


Termination of proxy appointments

  1. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:
    • By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Accrington Stanley Football Club, Livingstone Road, Accrington, Lancashire, BB5 5BX. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
    • By sending an e-mail to any one of the Contacts.

In either case, the revocation notice must be received by the Company no later than 28th October 2015 at 5 pm.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.


Communication

  1. Except as provided above, members who have general queries about the Meeting should email any one of the Contacts (no other methods of communication will be accepted).

You may not use any electronic address provided either:

  • in this notice of general meeting; or
  • any related documents (including the proxy form),to communicate with the Company for any purposes other than those expressly stated.

Downloads

Notice of general meeting – full version

Written Resolution

Proxy form