PRIVATE AND CONFIDENTIAL. Copy The Chairman of Directors, Everton Football Club Co. Ltd., Goodison Park, 13th October, 1945. 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 & Co., the Auditors, were appointed, as in previous years, to receive proxies from 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 holders, 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 six 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 there- fore unable to identify the voting with particular proxies, or to say how the votes in those cases were recorded. (Signed) T. THEO. ROGERS, BOWLER & CO., Auditors. T. J. SMITH & SON, Solicitors.