Company number 39175
PRIVATE COMPANY LIMITED BY SHARES
WRITTEN RESOLUTIONS
of
GILLINGHAM FOOTBALL CLUB LTD
Circulated on 9th December 2022
The Directors of Gillingham Football Club Ltd (“the Company” or “the Club”) propose that the resolutions set out below (“the Resolutions”) are passed as special resolutions:
SPECIAL RESOLUTIONS
- That the Articles of Association of the Company be altered by deleting Article 3 and replacing it with the words: “3. [Article deleted]”.
- That the Articles of Association of the Company be altered by deleting Article 4.1 and replacing it with the following words:
“The Directors may unconditionally exercise all the powers of the Company to allot, grant options over, offer or otherwise deal with shares in the Company to or in favour of such persons, on such terms and conditions, at a premium or at par, and at such times as the Directors think fit. Section 561 of the Companies Act 2006 shall not apply to any allotment of shares in the Company.”
The Directors propose that the Resolutions are passed because they may have an opportunity to secure investment into the Club for shares. The alterations to the Articles of Association made by the Resolutions will enable the Directors to take up such opportunity should such occur, and to take up any further opportunities for cash investments into the Club which may arise in the future.
GFC Holdings Limited, which holds 35,257,700 ordinary shares in the Company (amounting to 75.0082% of the issued ordinary shares in the Club), has confirmed to the Directors that it intends to agree to the Resolutions.
AGREEMENT
Please read these notes before voting on the Resolutions.
- Your vote can be submitted by the following means:
- By email reply: by emailing the Club to, accounts@priestfield.com with the voting form below completed.
- By hand: by completing the voting form below and delivering it by hand to the Company at Priestfield Stadium, Redfern Avenue, Gillingham ME7 4DD.
- By post: by completing the voting form below and returning it by post to the Company at the same address.
- Once you have indicated your agreement to the Resolutions or otherwise, you may not revoke your agreement.
- Unless within 28 days from the circulation date set out above sufficient agreement has been received for the Resolutions to pass, they will lapse.
Voting form
I, the undersigned, being a shareholder in Gillingham Football Club Ltd am voting ‘For’ or ‘Against’ the Resolutions set out above by marking with an ‘ X ‘ in the appropriate box.
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