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								STRICTLY PRIVATE AND CONFIDENTIAL.


				The  Everton  Football  Club  Company  Limited.


				  re Annual General Meeting, June 28th, 1945.

					    ELECTION  OF  DIRECTORS.

		The result of the voting was declared as follows: —

					W. C. Cuff ....................	1928
					F. W. Lake ....................	1059
					R. E. Searle ..................	 955
					T. C. Nuttall .................	 951
					A. N. Denaro ..................	 921



							_________



				STATEMENT accompanying letter to Shareholders.


				Extract from the Minutes of August 21st, 1945.

		ANNUAL GENERAL MEETING.

		    In view of the minute of the Meeting held on May 1st, 1945, all Members, namely, 
		Messrs. W. C. Gibbins, E. Green, W. C. Cuff, C. S. Baxter, M. D., G. Evans, J. P.,
		T. Percy, Capt., R. A. O. C., W. R. Williams, and R. E. Searle, C. C., being present, which
		read as follows: —
			" It was unanimously agreed that the Board should support the retiring Directors, 
			Messrs, W. C. Cuff and R. E. Searle, at the Annual General Meeting, but that the 
			vacant seat be left to the Shareholders to fill, and that in this respect each Member 
			of the Board shall vote as he personally chose."
		    And, in view of the Minute of the Meeting held on May 15th, 1945, all Members being 
		present with the exception of Capt. T. Percy, which read as follows:—
			" Secretary was instructed to circularise the Shareholders with Proxy Forms in favour of
			Messrs. W. C. Cuff, R. E. Searle, and Dr. C. S. Baxter."
		    And there being a grave suspicion that the wishes of the Board, in accordance with the
		above resolution, were not carried out at the Annual General Meeting, it was resolved that,
		the Law permitting, a scrutiny of the Ballot Papers take place and that a Sub-Committee con-
		sisting of the Chairman and one other Member of the Board be appointed to carry out this 
		scrutiny, and report their findings at the next Meeting of the Board or the earliest meeting 
		possible.
		    Messrs, W. C. Cuff, G. Evans, and Captain T. Percy recorded their votes against this 
		resolution.
		    Messrs. W. C. Cuff and F. W. Lake were proposed to fill the vacancy on this Sub-Com-
		mittee, but on Mr. Cuff withdrawing his name, Mr. Lake was selected.