The Tom Silk Building
Halfords Lane
West Bromwich
B71 4BR

10th June 1999

Dear Shareholder

Extraordinary General Meeting of the Company
to be held at
The Gala Leisure Centre, Edward Street, West Bromwich
at 7.00pm on 8th July 1999

Introduction

On 20th May 1999 the Company received a notice to requisition a shareholders' meeting which is being convened for 8th July 1999. The formal notice is set out at the back of this document and contains a resolution proposed by Paul Thompson and Highfield Electronics Limited to remove A B Hale as Chairman and to dismiss him as a Director of the Company.

The Independent Directors wish to set the record straight, because they believe that, contrary to the claims of his detractors, West Bromwich Albion Football Club has made considerable progress under the leadership of Tony Hale. The Independent Directors urge you to vote against the Resolution to dismiss Tony Hale so that we can all work together for the benefit of West Bromwich Albion Football Club and its' supporters.

Reason for the Meeting

As a shareholder you will have received a letter from Mr Thompson setting out his reasons for requisitioning the Extraordinary General Meeting. This letter is reproduced on Page 8 of this circular [here]

The Independent Directors do not propose to comment in this letter on the opinions expressed by Mr Thompson except to make shareholders aware that all significant decisions made under Mr Hale's Chairmanship have been taken by the Board as a whole in accordance with the Club's constitution.

Background

Mr Hale agreed to assume the role of Chairman and made a significant personal financial commitment in 1994 at a time when the Club's financial and league positions were both perilous. Since then the whole structure of the Club's organisation has been revitalised and its commercial and financial systems modernised. The early months saw the completion and redevelopment of the stands at both ends of the ground, and within the past twelve months the playing surface has been completely re-laid to a high specification, including under soil heating.

The Hawthorns is now once again recognised as a top quality stadium, and in 1998, for the first time in over half a century, was chosen to stage a senior international match, when England "B" met Chile "B". A women's international, England v Italy, was also staged by the Club and the organisation surrounding the fixtures elicited much praise from FA Officials and both English and overseas visitors.

Commercial Progress

In November 1995, a new administration block, the Tom Silk Building, opened, providing a much improved working environment and including an impressive new Club shop and a new computerised ticket office.

Since that time the commercial activities of the Club have expanded considerably, particularly with two further shops opening at Oldbury and Merry Hill respectively. Lucrative sponsorships have also been secured on each of the four stands for the first time.

One of the most innovative ideas united the Club with West Bromwich Building Society, culminating in the launch of the Albion Premier Savers Account and shirt sponsorship that now extends to the year 2002. This initiative has produced nearly £2 million of revenue for the Club.

Fundraising in the past five years has generated in excess of £13 million for ground and team development, whilst audited turnover has increased anually since 1994. The number of Shareholders has increased beyond the two thousand mark for the first time following the amendments to the constitution, enabling loyal supporters to own part of the Club.

The professional and prudent administration of the Club under Mr Hale's stewardship has brought much needed stability and was recognised in 1996 by the leading football analysts Deloitte & Touche. In their review of the season 1995/6 Deloitte & Touche remarked on the club "demonstrating sound management on and off the field".

Other Initiatives

Under Tony Hale's leadership the Club has been very conscious of the need to develop good relations with it's supporters and neighbours. He has regularly attended supporters meetings listening to the views of our fans all over the country and explaining the Club's strategies. The Community scheme has also built for the future of the Club by maintaining strong links with local schools through coaching sessions and free match tickets.

Additionally, the Club has become an active partner in the Albion Estate Regeneration Scheme, assisting with part funding of the environmental improvement programme in the area, benefiting Albion fans and the community alike. The upshot of these initiatives is much improved relationships with our fans, the local community, professional partners and the press.

Team Performance

Whilst the Board shares your disappointment about the season just ended, which started so promisingly, it should be remembered that when Mr Hale became Chairman, the Club was facing relegation. Nowadays, fans at least begin the season anticipating the prospect of promotion rather than fearing the possibility of another relegation.

Looking to the future, your Board is of the firm belief that the majority of senior players are capable of achieving the required results, but where necessary it is intended to augmnent the squad with players who will add required strengths and capabilities.

In addition, younger players, all of whom reached international status with their respective countries, emerged towards the end of the season as glowing prospects for the immediate future. The players concerned, Daniel Gabbidon, the Chambers twins, Adam Oliver and Justin Richards joined the Club directly from school and progressed to their present status as a result of the highly successful youth scheme.

The Future

With an eye to the future, particularly in the light of post-Bosman developments, your Board has entered into negotiations to buy and develop the Great Barr Hall site to provide the Club with a training ground that would rank among the best in the country. As you know, this proposal is still subject to planning permission and will need to be financed. Nevertheless, the Board believes that it is through the recruitment and encouragement of young players that the best path to future success lies.

In order to continue to attract and retain the best young players, the Club needs to achieve Academy status within the foreseeable future which will enable our young players to compete at the highest level. The senior professionals, who have been deprived of adequate facilities for many years, will also benefit from such improvements. The development of first class training facilities represents a high priority for the future.

In order to move forward, we are seeking to strengthen the Board with new Directors who are committed to the long term future of the Club. The Board has received indications of support from existing Board members and potential new investors to provide funds for the overall development of the Club and its' squad of players.

Finally, the Independent Directors invite you to acknowledge the improvements that have been made under the guidance of Mr Hale because it is with his vision and endeavours that the Club will advance and ultimately achieve the status of Premiership football.

Please help him to help all of us by giving him your continued support, because as a totally committed Albion man of many years standing he deserves nothing less.

Notice of Meeting

Enclosed with this circular is notice of an Extraordinary General Meeting of the Company, together with a letter which is being circulated on behalf of the Requisitioners. The Extraordinary General Meeting has been requisitioned by Paul Thompson and Highfield Electronics Limited.

You will note that the purpose of this meeting is to consider, and if thought fit, to pass a resolution which proposes that the Chairman, Mr A B Hale, be removed as a Director.

Recommendation

Action to be taken

Shareholders are advised to act now and to complete their proxy cards and VOTE AGAINST the EGM Resolution. Returning the Form of Proxy does not prevent you from attending the meeting and voting in person should you so wish.

Yours sincerely

Joseph Brandrick       John Wile      Don Colston

10th June 1999