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 27 November 2018 at 10am.

There were 8 ordinary resolutions and two special resolutions voted upon.

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

All of the resolutions were overwhelmingly approved by shareholders. The Board is delighted to see this level of support and is grateful to supporters for their continued backing of the Directors themselves and the direction of the business.

Resolution 1
“THAT the Company’s audited Financial Statements, the Director’s Report and the Strategic Report for the financial year ended 30 June 2018 together with the Auditors Report be received and adopted.”

For – 106,833,605 (100%) Percentages are shown to the nearest decimal place
Against –1,985 (0%)

Total votes cast on the Resolution was 106,835,590. This represents 73.9% 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 – 106,830,261,(100%)
Against –8,755 (0%)

Total votes cast on the Resolution was.106,839,016 This represents 73.9% of the Company’s issued share capital.

Resolution 3
“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 – 106,747,607 (99.9%)
Against –75,066 (0.1%)

Total votes cast on the Resolution was.106,822,673 This represents 73.9% of the Company’s issued share capital.

Resolution 4
“THAT Julian Wolhardt, 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 – 106,786,699 (100%)
Against – 13,936 (0%)

Total votes cast on the Resolution was 106,800,635. This represents 73.8% of the Company’s issued share capital.

Resolution 5
“THAT Barry Scott 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 – 106,792,840(100%)
Against – 10,651 (0%)

Total votes cast on the Resolution was 106,803,491. This represents 73.8% of the Company’s issued share capital.

Resolution 6
“THAT Campbell Dallas Audit Services be re-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 – 106,763,631 (99.9%)
Against – 75,574 (0.1%)

Total votes cast on the Resolution was 106,839,205. This represents 73.9% of the Company’s issued share capital.

Resolution 7
“THAT the Directors be authorised to determine the remuneration of the Company’s auditors.”

For – 106,828,776( 100%)
Against – 9,726 (0%)

Total votes cast on the Resolution was 106,838,502. This represents 73.9% of the Company’s issued share capital.

Resolution 8
“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) up to an aggregate nominal amount of £600,000 and such authority shall expire at the conclusion of the Company’s next Annual General Meeting in 2019, but so that the Company may 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 – 105,778,934 (99%)
Against – 1,050,891 (1%)

Total votes cast on the Resolution was 106,829,825. This represents 73.9% of the Company’s issued share capital.

SPECIAL BUSINESS

Resolution 9
“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 8 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 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
(b) unless previously revoked, varied or extended, this power shall expire at the conclusion of the Company’s next Annual General Meeting in 2019, 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 – 102,390,056 (95.8%)
Against – 4,441,133 (4.2%)

Total votes cast on the Resolution was.106,831,189 This represents 73.9 % of the Company’s issued share capital.

Resolution 10
“THAT the Directors be and they are empowered and authorised:
(a) to create and issue up to £14,120,388 in convertible unsecured loan notes (the “Convertible Loan Notes”) to the providers of shareholder loans to the Company with a conversion price of 20p for each ordinary share in the Company that is converted and an aggregate nominal value for the shares in the Company in respect of which the Convertible Loan Notes are created of £706,019.40 with the conversion events to be determined by the Directors; and
(b) to dis-apply the pre-emption rights conferred by the Act in respect of the issue of the Convertible Loan Notes to the subscribers for the Convertible Loan Notes and in connection with the allotment of shares pursuant to the Convertible Loan Notes
Unless previously revoked, varied or extended, this power shall expire at the conclusion of the Company’s next Annual General Meeting in 2019, 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 – 105,625,470 (98.9%)
Against – 1,161,866 (1.1%)

Total votes cast on the Resolution was.106,787,336 This represents 73.8% of the Company’s issued share capital.

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