Rangers AGM: What nine resolutions are on the agenda ahead of SEC Armadillo shareholder meeting?

The Ibrox club’s board will come face-to-face with shareholders this morning.
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Rangers shareholders will get the opportunity to discuss a range of burning issues with the Ibrox hierarchy this morning at the club’s AGM - one of the liveliest days in the Scottish football calendar.

The Light Blues have experienced a disappointing season to date, both domestically and in European competition, with new manager Michael Beale tasked with transforming the club’s fortunes after he was named as Giovanni van Bronckhorst’s successor last week.

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They have fallen nine points behind league leaders and city rivals Celtic in the title race, while the Dutchman also oversaw a disasterous Champions League group stage campaign which officially confirmed the Gers as the ‘worst ever’ team to play in the competition.

Dave King (centre) at the Rangers annual general meeting in Glasgow on November 26, 2019 when he announced his decision to stand down as chairman. (Photo by Paul Devlin/ SNS Group)Dave King (centre) at the Rangers annual general meeting in Glasgow on November 26, 2019 when he announced his decision to stand down as chairman. (Photo by Paul Devlin/ SNS Group)
Dave King (centre) at the Rangers annual general meeting in Glasgow on November 26, 2019 when he announced his decision to stand down as chairman. (Photo by Paul Devlin/ SNS Group)

Off the park, former Ibrox chairman Dave King has been critical of the current Gers board at various times this year and his statements could also have a major impact at the meeting. American investor Kyle Fox’s ambitious plan to buy shares in the club is also set to another topic of discussion.

It is understood supporters group Club 1872 will vote against club chairman Douglas Park from being re-appointed as a director of the club in light of a question and answer session with South African businessman King who also promised to vote against Park following a lenghty period of infighting among the board.

A poll was sent out to their members and more than 60 per cent of contributors opted to vote against the founder of Park’s Motor Group from remaining as a director of Rangers. The group remain one of the largest shareholders of the club but have NO place on the board and have been critical over a lack of communication from club executives in recent months.

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A Club 1872 statement read: “All the shares held by Club 1872 Shares CIC and Club 1872 Projects CIC will now be voted in accordance with Contributors’ wishes. Club 1872 will vote against Resolutions 2,7 and 8 and for all other Resolutions. We would like to tak this opportunity to thank all our Contributors for their ongoing support.”

GlasgowWorld breaks down what is on the agenda ahead of the 2022 Rangers AGM...

What resolutions are on the table?

1 - “THAT the Company’s audited Financial Statements, the Directors Report and the Strategic Report for the financial year ended 30 June 2022 together with the Auditors Report be received and adopted.”

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.”

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3 - “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.”

4 - “THAT George Taylor, 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.”

Rangers vice-chairman John Bennett (right) is pictured leaving the Ibrox club's AGM on Tuesday. (Photo by Ross MacDonald / SNS Group)Rangers vice-chairman John Bennett (right) is pictured leaving the Ibrox club's AGM on Tuesday. (Photo by Ross MacDonald / SNS Group)
Rangers vice-chairman John Bennett (right) is pictured leaving the Ibrox club's AGM on Tuesday. (Photo by Ross MacDonald / SNS Group)

5 - “THAT Azets Audit Services 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.”

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

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7 - “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 £216,164 and such authority shall expire at the conclusion of the Company’s next Annual General Meeting in 2023, 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; and (b) in addition to and without prejudice to the authorisation provided at sub-paragraph (a) above, an aggregate nominal amount of £432,328 per annum in the year following this Annual General Meeting and for each of the following four years and such authority shall expire on 5 December 2027 or on the date of the Company’s Annual General Meeting in 2027 if earlier, but so that the Company may (other than with regard to any transaction that would complete after 5 December 2027), 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.”

SPECIAL RESOLUTIONS

8 - “THAT the Directors be and they are empowered pursuant to Section 570(1) of the Act to allot equity securities (as definedin Section 560(10) 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 7 above, as if Section 561(1) of the Act did not apply to such allotment provided thatunless previously revoked, varies or extended, this power shall expire on 5 December 2027.”

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