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					[EVERTON FOOTBALL CLUB COMPANY
						 LIMITED]


		NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING
		of the above named Company will be held at The Chamber of Commerce,
		1 Old Hall Street in the City of Liverpool on Tuesday the 17th day of April,
		One Thousand Nine Hundred and Sixty-Two at 7.00 p.m. for the purpose of
		considering and, if thought fit, passing the following Resolution which will
		be proposed as a Special Resolution.

					     SPECIAL RESOLUTION

			That the Articles of Association of the Company be altered in manner
		following

			(1) Clauses 52 and 53 of Table A (1862) shall cease to apply to this
			    Company and the existing Article 12 of this Company’s Articles is
			    repealed and shall be deleted.

			(2) In clause 57 of Table A aforesaid there shall be added (so as to
			    constitute an additional ground of disqualification) after the words
			    "any Contract with the Company" the words—
				"If he resigns his office by notice in writing to the Company".

			(3) There shall be inserted a new Article (to be numbered 12) as follows :—
			    "12. (1) The number of Directors of the Company shall be not less
				     than five. {SEVEN}
				 (2) Unless otherwise fixed by the Directors under the power
				     conferred upon them by clause 66 of Table A, the quorum
				     necessary for the transaction of the business of the Directors
				     shall be three.
				 (3) If and so long as the number of Directors is reduced below
				     the number fixed by or pursuant to the regulations of the
				     Company as the necessary quorum of Directors, the con-
				     tinuing Directors or Director may act for the purpose of
				     increasing the number of Directors to that number, or of
				     summoning a General Meeting of the Company, but for
				     no other purpose, and clause 56 of Table A shall operate
				     subject to this present provision.
				 (4) The number of Directors of the Company shall be not more
				     than eight until such time as the number of Directors in office
				     shall be reduced to seven by reason of the death, voluntary
				     resignation, disqualification, or removal of any one Director
				     (but so that retirement by rotation shall not be treated as
				     voluntary resignation, disqualification or removal). After the
				     number of Directors in office shall have been so reduced to
				     seven, the number of the Directors of the Company shall be
				     not more than seven.
				 (5) While the Board of Directors consists of eight members
				     under the provisions of the last preceding sub-clause they
				     shall retire in the following rotation: Three of their number
				     shall retire at the Annual General Meeting to be held in