Paul Thompson
c/o 1st Floor
Fountain Precinct
Balm Green
Sheffield
S1 1RZ

30 June 1999

Dear Shareholder

West Bromwich Albion plc - Future of the Club

This will be the last time that I write to you before the EGM on 8 July 1999 and I hope you will be able to spend the time to read this letter carefully.

I hope to be able to write to you again after the EGM to involve you in the process of developing and financing a three year plan to move the Club forward positively, but that will depend on the outcome of the vote at the EGM.

There has been a danger that the main issues at stake in the vote might be clouded by the untrue attacks which have been made against me including the attacks by Mr Hale, Mr Beddard and Mr Reynolds. Unfortunately Mr Hale has refused to retract the false statements which he made about me and I have therefore had no alternative but to issue a Writ against him.

I regret that legal proceedings have become necessary as I have no personal argument with Mr Hale. Shareholders should understand that the resolution to remove Mr Hale as Chairman does not mean that I do not acknowledge his contribution to the Club. However, if Mr Hale continues as Chairman, there will not be the change which West Brornwich Albion needs for real progress to be made. I can say this with certainty from my experience during three years as a director of West Bromwich Albion Plc.

However, Shareholders will hopefully make their voting decisions on the basis of the true facts rather than the personal attacks and I will therefore set out below the key facts which led to my decision to call the EGM to allow Shareholders the opportunity to decide whether they wish Mr Hale to continue as Chairman or not.

The facts are:

1. Mr Hale has been Chairman for the past five years.

2. Our final league positions have been disappointing during those five years (between 10th and 19th).

3. The loss before tax for the year to 30 June 1999 is expected to be around £2.5million including around £1.5 million relating to the write off of transfer fees.

4. We have lost large amounts of money in the transfer market on players such as Groves, Crichton and Murphy.

5. We have failed to develop a squad of players which could challenge for the Premier League.

6. Attendances at matches are falling and season ticket sales are dramatically lower.

7. The Club has no effective plan.

8. Mr Hale has done his best for the Club over the past five years, but the results speak for themselves.

In January 1997, I put forward to the Board a plan to develop the Club ("the 1997 Plan"). The 1997 Plan was fully supported by Clive Stapleton and Barry Hurst and included the following key elements:

1. A plan to strengthen the playing squad.

2. The development of a training ground.

3. An improved marketing strategy.

4. The redevelopment of the Rainbow Stand for £5 million.

5. The raising of £10 million of new finance.

The conclusion to the 1997 Plan stated:

"The opportunity is here now to try to implement the above Plan in 1997. If we are unwilling or unable to take the opportunity now, the chance may not return again".

As Shareholders are aware, the 1997 Plan did not progress in 1997 and £10 million was not raised.

In his letter of 22 June 1999 to Shareholders, Mr Hale states that he believes "there to be four priorities on which the Club must focus to ensure ultimate success to the highest echelon":

1. The development of a new training facility.

2. The strengthening of the team.

3. Replacing the Rainbow Stand.

4. The introduction of new Board members.

During the five years that Mr Hale has been Chairman:

1. The training ground has not happened.

2. A plan has not been put in place to strengthen the playing squad and we finished 12th in the league this year.

3. The Rainbow Stand has not been redeveloped.

4. The money necessary to achieve these things has not been raised.

Mr Hale has had five years to show what his leadership could achieve and despite doing his best we have seriously underachieved as a Club. Mr Hale deserves credit for his contribution to the Club but now it is time for new leadership. Shareholders have given Mr Hale ample time, but he has failed to deliver the success which we all want.

Mr Hale has now indicated that Mr Driscoll will join the Board. Mr Driscoll was previously offered a 3% commission to raise money for the Club but failed to do so.

Shareholders will draw their own conclusions as to why we have not already developed a new training ground, strengthened the team and replaced the Rainbow Stand, as these objectives were all part of the 1997 Plan which I put forward to the Board and which was supported by Clive Stapleton and Barry Hurst.

Shareholders will realise that a key element of our ability to pursue a new plan is our ability to raise enough money to make it happen. Raising the sum required will need the full support of all the Shareholders and supporters of the Club after full consultation with them. It will also require the leadership of a strong Chairman.

If Shareholders believe Mr Hale will be able to achieve this in the near future, when he has not delivered such a plan over the past five years, they will vote to retain him as Chairman.

I have been asked by many Shareholders whether I am willing to become Chairman. My position is that I am prepared to become Chairman, if Shareholders wish me to do so, because I am determined that West Bromwich Albion should achieve the success its Shareholders and fans deserve.

If you are not happy with progress over the past five years, we now have an opportunity to introduce a new style of leadership and to restore everyone's confidence and pride in our Club.

This is your opportunity to play a decisive part in the future of West Bromwich Albion by voting for change by putting an "X" in the "For" box in favour of the resolution.

Yours sincerely

PAUL THOMPSON