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					C O P Y

					C/S Encl.	13th October 1945

		The Chairman of Directors,
		Everton Football Club Co. Ltd.,
		Goodison Park,				PRIVATE & CONFIDENTIAL
		LIVERPOOL. 4.

		Dear Sir,

			In accordance with the instructions, as per Resolution of
		the Board dated the 2nd OCTOBER, 1945, we, the undersigned Auditors
		and Solicitors of the Company, have examined the proxies and voting
		papers used at the Annual General Meeting.

			In accordance with the Resolution of the Board of Directors
		prior to the Annual General Meeting, Messrs T. Theo. Rogers, Bowler
										{PROXIES FROM}
		& Co., the Auditors, were appointed, as in previous years, to receive
		the Club and to go into these and examine them with the Register
		and report to the Directors. A representative of the firm, therefore,
		attended at the Club on Monday the 25th of June 1945, at 7 p.m. being
		the time and date in which Proxies would be valid.

			Messrs Rogers, Bowler & Co. then examined the Proxies and
		reported to the Board the Proxies that appeared to be doubtful, and a
		decision was given on these. Proxies pronounced 'bad' were taken out,
		and at the Annual Meeting, voting papers were given in respect of 'good'
		Proxies, to the first-named on each proxy.

			We enclose a list showing the voting papers given in respect
		of various Proxies. On this list we have shown the numbers and how the
		voting papers were given. In order to carry out instructions from the
		Proxy holder, the voting papers were marked with the number of votes as
		shown on the list, making up the total of the proxies for the
		individuals named on the list.

			It should be mentioned that all the Club forms of Proxy
		representing the first 180 votes were used by Mr. Cuff - the other 6
		Voting Papers were in respect of Proxy forms not issued by the Club.
			None of the Proxies used by the other six persons named in
		the first column of the list were on the Club's forms.
			The voting Papers and Proxies after the meeting were taken
		away by Messrs Rogers, Bowler & Co., and made into a sealed parcel.
		On the 21st AUGUST 1945, a copy resolution of the Board of Directors was
		sent to Rogers, Bowler & Co., by the Secretary, appointing the Chairman
		and Mr. F. W. Lake to form a Sub-Committee to scrutinise the Ballot
		papers, and after consultation with the Solicitors, Rogers, Bowler & Co.
		handed over the sealed Parcel to the Chairman, Mr. W. C. Gibbins, and
		received his receipt on the 22nd August, 1945.
			In accordance with the recent instructions of the Board,
		Rogers, Bowler & Co., obtained all the voting papers and proxies and
		we have carefully scrutinised these, and on the enclosed list we have
		shown the way it would appear that the votes were recorded in cases
		where there was only one voting paper for the number of votes shown on
		the list.
			In the other cases i.e. where no names are shown on the
		List against the voting papers, there were more than one voting paper
		in respect of similar numbers of votes, and we are therefore unable
		to identify the voting with particular Proxies, or to say how the votes
		in those cases were recorded.

						Yours Faithfully,	W. C. Gibbins
									   Oct. 23/45
						T. Theo. Rogers, Bowler & Co.	(Auditors)
			Signed.
						T. J. Smith & Son..		(Solicitors)