Annual General Meeting for 2001-02 held on 23rd January 2003

Unsigned, unattributed leaflet delivered on Wednesday 22nd January 2003

AGM - TOMORROW

WHO WILL CONTROL YOUR BLOCK RESERVES IF

YOU VOTE IN FAVOUR OF RESOLUTION 6?

ARE YOU AWARE IT WILL NOT BE YOU OR YOUR

BLOCK IF A DIRECTOR IS ELECTED TO REPRESENT

YOU FROM ANOTHER BLOCK?

DO YOU APPRECIATE THE POTENTIAL FINANCIAL

IMPLICATIONS?

THEREFORE VOTE AGAINST RESOLUTION 6 IN

PERSON TOMORROW EVENING.

Letter from Chairman, dated 28 January 2003, delivered on Wednesday 28 January 2003
Dear Shareholder,
re: Annual General Meeting - Notification of the continuation to be held on Wednesday 5 February 2003

As some of you know, at the conclusion of the ordinary business of the Company's Annual General Meeting on 23 January, those attending voted to adjourn the Meeting in order to allow time to debate the Special Resolution which comprises item 6 on the agenda.

I write to advise you that the adjourned date and time of the Meeting will be Wednesday 5 February at 8.00pm in the St Paul's Centre, St Paul's Road, Brentford.

Valid proxy votes submitted previously will carry forward to the continuation of the Meeting unless subsequently rescinded. The Company cannot accept any new proxy votes.

Your Board hopes you will do your best to attend the continuation of the Meeting since the Special Resolution is an item of considerable significance. No new business will be conducted but you are invited to bring papers made available previously which are relevant to the Special Resolution, in particular the Agenda for the Meeting.

Yours sincerely,
Charmian Allcock
Chairman.

Open Letter from Gareth Wynne dated 28 January 2003:

Fellow Shareholders

You will probably by now have received a copy of a letter, dated 28 January, from Charmian Allcock, advising of the continuation date for the AGM. The meeting is now scheduled for 5 February.

If you hadn't already sent in a proxy vote for the AGM on 23 January and can't attend the meeting in person on 5 February, you will be denied a vote on the Special Resolution as the letter states "the company cannot accept any new proxy votes".

I know of several shareholders who can't attend the meeting on 5 February and will therefore be denied a vote. Regardless of whether these shareholders intend to vote for or against Resolution 6, I feel it is paramount that we follow, and are seen to follow, a democratic process.

I, and others, will be contacting Brentford Dock Limited's Company Secretary to check the legal position but I would encourage as many Shareholders as possible to object to the proposed arrangements. The contact is:

Jamie Richardson
Shaws Secretaries Limited
c/o Rothman Pantall & Co
Clareville House
26/27 Oxenden Street
LONDON SW1Y 4EP

Tel: 020 7930 7272 or Fax: 020 7930 9849

You may also be interested to note that, contrary to Charmian Allcock's statement at the AGM, the accounts of the subsidiary companies of Brentford Dock Limited are NOT available for Shareholders to view in the Office. I have asked her to rectify this situation.

Gareth Wynne

Secretary
Brentford Dock Residents' Association

E-mail to Company Secretary from Gareth Wynne, dated 29 January 2003:

Sent: 29 January 2003 09:18
From: BDRA Committee To: Jai Richardson
Subject: Brentford Dock AGM - Proxy Votes

Mr Richardson

Having received notice of the Brentford Dock AGM continuation meeting on February 5, I was very surprised to note that "the company cannot accept any new proxy votes".

I know of a few Shareholders who are unable to attend this meeting in person and who did not sent a proxy in for the meeting on January 23 as they were able to attend in person. Therefore, they are now unable to vote.

Is this legal? If not, please can you encourage Brentford Dock Limited to accept proxy votes or to reschedule the meeting to allow time for this to happen. If it is legal, it would have been really helpful to explain the position at the AGM.

I look forward to hearing from you at your earliest convenience.

Thanks.

Gareth Wynne
Secretary
Brentford Dock Residents'Association

Response from Company Secretary

From: "Jai Richardson" <jai@rothman.demon.co.uk
To: "BDRA Committee" <bdracontact@BDRWhotmail.com
Subject: RE: Brentford Dock AGM - Proxy Votes
Date: Wed, 29 Jan 2003 09:47:19 -0000

Thank-you for your email.

Company law states that new proxies (i.e. proxies not admitted at the original meeting) cannot be accepted. My apologies of this has confused any members but, in this instance, the Company's hands are tied.

Any queries you may have vis-à-vis the timing of the meeting should be directed to Charmian.

If I can be of any further assistance, please let me know.

J M Richardson Esq
Rothman Pantall & Co.
Chartered Accountants
Clareville House, 26/27 Oxendon Street
London SW1Y 4EP

Tel: +44 (0) 20 7930 7272
Fax: +44 (0) 20 7930 9849

www.rothman-pantall.co.uk

E-mail to Company Auditor from Gareth Wynne, dated 29 January 2003:
NB: Steve Ryman is Brentford Dock Limited's audit partner at Rothman Pantall

Mr Ryman

Further to the 'debacle' of the Brentford Dock Limited AGM on January 23rd, I write with several queries and requests.

1. Contrary to the Chairman's statement at the AGM, the accounts of Brentford Dock Limited's wholly owned subsidiary companies are not currently available for Shareholders to view in the Management Office. What are our rights, as shareholders, to view these accounts?

2. Many shareholders are very disappointed that we were not informed that 'new' proxy votes would not be accepted at the AGM continuation meeting (scheduled for 5 February) as several shareholders who attended in person on the 23rd and are unable to attend in person on the 5th will therefore be denied the right to vote.

3. As BDL have signed a Contract with Pinnacle psg in this financial year, I suspect it will be difficult for Shareholders to compare like for like in the next financial year (2002-2003). Could I please encourage you to produce the accounts in a format that will make comparison possible for shareholders. If your hands are legally tied (I used to be an auditor myself, so understand the restrictions), please could you encourage the Chairman to address this in her commentary.

4. Whilst I applaud the Chairman's intention to produced a statement to support the financial accounts, I would encourage Rothman Pantall to share good practice with the Board about the content of such statements to make them meaningful for Shareholders. The contract with Pinnacle is probably the largest signed in the Company's history and this was glossed over. In addition, estate reserves have fallen 36% in the last 2 years and the block I live in (Galba 1/g - which I believe encompasses part of Galba, Romulus & Numa)has fallen over 50% in the same period. Whilst reserves are not an end to themselves, the estate is aging and maitenance costs are likely to increase at a faster rate than service charge income. I would expect this to be addressed in any financial commentary from the Chairman, for example.

5. I am not sure that the professional organisations who work with BDL fully understand the 'emotional situation' on the Dock. If we choose to buy on the Dock we have no choice but to be a Shareholder of BDL. In addition to the straight financial accounts, it would be useful for Shareholders if some of the more emotional issues were addressed as notes to accounts etc. (even though in strictly auditing terms they are not material items) such as rental income from 1 Augustus Close & consolidated accounts including the Marina Club etc.

6. I did not feel that an adequate response was given at the AGM as to the length of time taken from the year end to the signing-off of the accounts (March 31 to November 25) and whether this could be shortened in future. By the time the AGM is held the 'next' financial year is over 80% complete.

7. Please could you confirm when the Register of Shareholders is due to be completed and available for Shareholders to view. The Chairman gave a very vague response at the AGM when questioned on this.

I look forward to hearing from you at your earliest convenience.

Gareth Wynne
Secretary
Brentford Dock Residents' Association

Open Letter to Chairman from Anthony Warren, dated 29 January 2003:

Anthony Warren
3 Augustus Close
Brentford
Middlesex
TW8 8QE
Tel and Fax: 020 8568 6230
email: amwarren@BDRWfreeuk.com

(Remove BDRW from email address)

OPEN LETTER to the CHAIRMAN of Brentford Dock Ltd

Charmian Allcock 29th January 2003
Chairman, BDL
2 Justin Close

Re-convened AGM

Dear Charmian,

Since publication of the Notification of Continuation yesterday and this morning, I have had a number of phone calls from shareholders regarding the matter of proxies. A considerable number of people who did not issue proxies because they were able to attend the AGM in person are now unable to attend the continuation, and are thus disenfranchised.

I believe you are entirely correct in law to proceed as you are doing. At the end of the AGM there was a vote to continue the meeting later, rather than take a snap vote on the Special Resolution without debate. My personal belief is that the best chance of passing the Resolution might indeed have been on the suggested snap vote. However, I voted for the delay, and the debate, on the grounds that this is a serious resolution which deserves serious and rational debate. It would have been wrong to carry it on a sea of emotion.

There is a real danger that forcing the motion to a vote in a situation where a significant numbers of those interested are denied a vote will create ill-feeling against the Board, and disharmony in our community. I would therefore propose the following course of action.

That the Company should re-assert its serious intention to carry out the shareholder survey to which it is committed by April
That the Company make the additional commitment that it will present concrete proposals based on those findings to an EGM in April
That the material put before the EGM will include the present Special Resolution, but broken down into a number of parts, and with alternative clauses as outlined in my Open Letter dated 11th November 2002. See postscript.

If BDL were to offer such commitments to the continued AGM, I for one would support the Chair in a poll to postpone the business of the Special Resolution until a subsequent EGM. I believe this would be widely supported, and the fairest way forward.

Sincerely,

POSTSCRIPT: the form of the Resolution

The Chairman stated in her letter to shareholders dated 16th January that the proposed changes to the Articles are presented "in the form they are, only because the EGM of shareholders in November instructed the Board to put the changes forward as a composite motion".

I believe the Company has simply failed to read the words in the Motion. The REQUISITION for the EGM instructed the Board to put forward the Composite Motion to the EGM. That is to say, the motion had to be passed or rejected as a whole. The motion itself, as passed by the EGM, contained no mention of the word "Composite".

The Board was, and remains, free to put forward the proposed changes piecemeal, along with whatever alternative clauses it sees fit. It does have to put ALL the changes forward in some form. The form remains open.

There is a real opportunity here for the Company to make some constructive input to the process of revising the Articles, and I have already indicated a number of areas in which I believe this should be done.

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