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AGM MINUTES

12 November 2012

Minutes of the Annual General Meeting of Shareholders, held on Monday, November 12th 2012...

MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE WALSALL FOOTBALL CLUB LIMITED
HELD IN THE SWIFTS LOUNGE AT BANKS’S STADIUM, WALSALL ON MONDAY 12TH NOVEMBER 2012 AT 09:00AM

Present
Directors present: Mr S. Gamble (Secretary), Mr K. R. Whalley, Mr R. Tisdale
Also present: Mr A. Morris (Dains LLP)

Apologies
Apologies were received from Mr J. W. Bonser, Mr P. Gilman, Mr L. Pomlett, Mr C. Welch and Mr N. Bond.  Shareholders were as per the register and listed apologies from members were accepted.

Minutes of the last meeting
The minutes of the meeting held on Monday 6th February 2012 were confirmed and signed as a true copy of the business transacted on the proposition of Mr Thomas, seconded by Mr Bathurst and carried unanimously.

Adoption of the balance sheet
The statement of accounts for the year ended 31st May 2012 was received.  Mr Gamble read the report of the Auditors.  The adoption of the statement of accounts and balance sheet was proposed by Mr Bathurst, seconded by Mr Mole and carried unanimously.

Re-election of Directors
The re-election of Mr S. Gamble, Mr C. Welch and Mr R. Tisdale was unanimously confirmed by members on the proposal of Mr Bathurst, seconded by Mr Thomas and carried unanimously.

Appointment of Auditors
The meeting confirmed the appointment of Dains LLP as Auditors of the Company and Club Accountants, on the motion of Mr Thomas, seconded by Mr Bathurst and carried unanimously.

The Directors were then given the authority to fix the Auditors Remuneration on the motion of Mr Bathurst, seconded by Mr Mole and carried unanimously.

Any other business
Mr Gamble read answers to questions received from members:

QUESTIONS FROM SHAREHOLDERS

Questions from Walsall Football Supporters Society Limited:

1. What is the index used to calculate the rent increase and can you confirm there was no increase this year?

There is a provision included within the club’s lease on the Banks’s Stadium Site to annually increase the rent in line with the Retail Price Index (RPI) prevailing on the due date.  I can confirm that the Landlord has chosen not to apply this increase in the last two years.

2. What are the reasons for moving some of the club's debt to an overdraft facility that could cost the club more money in interest?

The Directors’ are confident that the club’s debt has been structured in the most cost-effective manner available.  The club has a standard trading overdraft facility that is used in its day-to-day operations.  The Financial Statements give a snap-shot picture of the overdraft at the year-end and this should not be viewed in the same light as the Club’s medium to long-term debt, they are two entirely separate facilities.

3. What are the reasons for the Chairman loaning the club money last year and then repaying himself at a later date. Is it cash flow?

This was an arrangement that suited both the Club and Chairman at the time and did not relate to cash flow issues.

4. Will the Chairman confirm that he has not asked for a repayment on his loan this year as stated by both the Secretary and Chief Executive at the Fans Focus meeting?

The Chairman will only look for a repayment on his loan when the club is in a financial situation to be able to service such a repayment.

5. What is the current position regarding the sale of the club?

The club remains up for sale, this position has not changed.  The Chairman is prepared to sit down and discuss this matter with anyone who can prove that they have unencumbered funds to pursue a transaction of this nature and has the best interests of the club at heart to ensure its long-term future.

6. Is it possible to have the rent repayments itemised?

The Operating Lease Rentals disclosed within the Financial Statements include the Football Stadium, Training Ground, Overflow Car Park, Retail Shop and Other Machinery.  As the leases in respect of these items are often the subject of renegotiation they are commercially sensitive.  As such it would not be in the club’s best interest to individually disclose these items.


The meeting was declared closed at 09:15am.

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