Trust express transparency concern at club shareholders meeting

Cardiff City Football Club [Holdings] Ltd

Shareholders Meeting Monday, December 21st, 2015

David Craig, the Trust vice-chair, attended the above meeting on behalf of the Trust as a shareholder. The meeting was held at the Cardiff offices of Capital Law solicitors.

According to the formal meeting notice, the purpose of the meeting was for shareholders to vote on a series of seven resolutions for the removal and then the possible re-election of the existing seven members of the company’s board of directors.

The start of the meeting was delayed on a couple of occasions but eventually started over an hour late. Those shareholders in attendance were told that the meeting would start but the chairman, Steve Borley, would open the meeting and immediately adjourn it.

This did happen but there was no reason given for the adjournment. None of the seven resolutions set out in the original meeting notice were considered. A pack of focuments provided for each shareholder listed one resolution only.

The wording of this resolution was:- “That Michael Isaac be removed from office as a director of the Company with immediate effect”.

Following the closure of the meeting, Michael Isaac’s legal representative requested that shareholders who had been sent e-mail correspondence regarding the matter should treat that correspondence as confidential and that it should not be released to third parties.

The Trust has not received such correspondence, is unaware of its content, is unaware of who the recipients were and why it was not sent to all shareholders.

If, and when, the adjourned meeting is reconvened and when some of the issues relating are clarified, Trust members will be updated accordingly.

The Trust is very disappointed at the way in which the events on Monday unfolded.

Minority shareholders were denied the opportunity to ask about the directors who where up for re-election; what their contribution had been to date and, if re-elected, what contribution they would make to the future good governance of the club. Unfortunately, an opportunity for the sharing of information and transparency was missed.