THE Annual General Meeting (the “AGM”) of Rangers International Football Club PLC (the “Company”) took place at The Clyde Auditorium, SECC, Glasgow, G3 8YW on 30 November 2017 at 10am.  There were 10 ordinary resolutions and one special resolution voted upon.

The Company is pleased to declare the outcome of the AGM.

Resolutions 1 to 10 were successfully passed as ordinary resolutions.  Resolution 11 was passed, as a special resolution.

The Board is delighted to see such support from its shareholders. The success on Resolution 11 paves the way for a share issue.

Resolution 1

“THAT the Company’s audited Financial Statements, the Director’s Report and the Strategic Report for the financial year ended 30 June 2017 together with the Auditors Report be received and adopted.”

For – 58,779,125 (>99.9%)
Against – 28,021 (<0.1%)

Total votes cast on the Resolution was 58,807,146. This represents 71.5% of the Company’s issued share capital.

Resolution 2

“THAT Douglas Park, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

For – 58,302,801 (99.2%)
Against – 468,020 (0.8%)

Total votes cast on the Resolution was 58,770,821. This represents 71.5% of the Company’s issued share capital.

Resolution 3

“THAT John Bennett, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

For – 58,530,841 (99.9%)
Against – 65,702 (0.1%)

Total votes cast on the Resolution was 58,596,543. This represents 71.3% of the Company’s issued share capital.

Resolution 4

“THAT Dave King, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

For – 58,078,476 (98.8%)
Against – 718,617 (1.2%)

Total votes cast on the Resolution was 58,797,093. This represents 71.5% of the Company’s issued share capital.

Resolution 5

“THAT Paul Murray, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

For – 58,180,955 (98.9%)
Against – 638,166 (1.1%)

Total votes cast on the Resolution was 58,819,121. This represents 71.5% of the Company’s issued share capital.

Resolution 6

“THAT Graeme Park, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

For – 57,812,414 (98.6%)
Against – 834,428 (1.4%)

Total votes cast on the Resolution was 58,646,842. This represents 71.3% of the Company’s issued share capital.

Resolution 7

“THAT Alastair Johnston, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

For – 58,514,539 (99.9%)
Against – 84,624 (0.1%)

Total votes cast on the Resolution was 58,599,163. This represents 71.3% of the Company’s issued share capital.

Resolution 8

“THAT Campbell Dallas be appointed as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company before which audited statements of the Company are laid”

For – 58,720,634 (99.9%)
Against – 56,483 (0.1%)

Total votes cast on the Resolution was 58,777,117. This represents 71.5% of the Company’s issued share capital.

Resolution 9

“THAT the Directors be authorised to determine the remuneration of the Company’s auditors.”

For – 58,749,128 (99.9%)
Against – 30,649 (0.1%)

Total votes cast on the Resolution was 58,779,777. This represents 71.5% of the Company’s issued share capital.

Resolution 10

“THAT the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the Act) to allot equity securities (as defined in section 560(1) of the Act):

a) up to an aggregate nominal amount of £814,782.01 (after deducting from such limit the aggregate nominal amount of any equity securities allotted under sub-paragraph (b) below); and

b) comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £1,086,376.01 (after deducting from such limit the aggregate nominal amount of any equity securities allotted under sub-paragraph (a) above) in connection with an offer by way of rights issue to holders of equity securities and other persons who are entitled to participate in proportion (as nearly as may be practicable) to their existing holdings (or the number of equity securities which such other persons are deemed to hold for such purposes) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,

and such authority shall expire at the conclusion of the Company’s next Annual General Meeting in 2018, but so that the Company may, in each case, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. This authority shall be in substitution for any previous authorities granted in this regard by the Company, but without prejudice to any allotment of equity securities or grant of rights already made, offered or agreed to be made pursuant to such authorities.”

For – 50,454,279 (85.8%)
Against – 8,320,159 (14.2%)

Total votes cast on the Resolution was 58,774,438. This represents 71.5% of the Company’s issued share capital.

Resolution 11

“THAT the Directors be and they are empowered pursuant to Section 570(1) of the Act to allot equity securities (as defined in Section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the Directors under Section 551 of the Act conferred by Resolution 10 above, as if Section 561(1) of the Act did not apply to such allotment provided that:

a) the power conferred by this resolution shall be limited to:

(i) the allotment of equity securities in connection with or pursuant to an offer of, or invitation to holders of equity securities and other persons entitled to participate in proportion (as nearly as practicable) to their then holdings of equity securities (or as appropriate the numbers of such equity securities which such other persons are for such purposes deemed to hold) subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

(ii) in the case of the authority granted under paragraph (a) of Resolution 10, the allotment, otherwise than pursuant to sub-paragraph (i) above, of equity securities up to an aggregate nominal value equal to £1,086,376.01; and

(b) unless previously revoked, varied or extended, this power shall expire at the conclusion of the Company’s next Annual General Meeting in 2018, except that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired.”

For – 45,935,337 (78.3%)
Against – 12,758,306 (21.7%)

Total votes cast on the Resolution was 58,693,643. This represents 71.4% of the Company’s issued share capital.

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