1. THAT, the directors are generally and unconditionally authorised for the purposes of s551 Companies Act 2006 (CA 2006) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,000,000, provided that: A) (unless previously revoked, varied or renewed by the Company) this authority will expire on 31 December 2025, save that the directors may, before this authority expires, make offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for or convert securities into shares to be granted, after its expiry and the directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such offers or agreements as if this authority had not expired; and B) this authority replaces all subsisting authorities previously granted to the directors for the purposes of s551, which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities.
2. THAT, subject to the passing of Resolution 1, in accordance with s570 CA 2006 the directors are given power to allot equity securities (as defined in s560 CA 2006) of the Company pursuant to the authority conferred by that resolution as if s561(1) CA 2006 did not apply to any such allotment, provided that: (a) this power is limited to the allotment of equity securities up to an aggregate nominal amount of £1,000,000; (b) (unless previously revoked, varied or renewed by the Company) this power will expire on 31 December 2025, save that the directors may, before this power expires, make offers or agreements which would or might require equity securities to be allotted after its expiry and the directors may allot equity securities pursuant to such offers or agreements as if this power had not expired; and (c) this power replaces all subsisting powers previously given to the directors for the purposes of s570, which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of equity securities already made, offered or agreed to be made under any such power.
3. THAT the Company be re-registered as a private limited company under the Companies Act 2006 under the name of Rangers International Football Club Limited.
4. THAT, with effect from the Company’s re-registration as a private company, the articles of association appended to this general meeting notice (the New Articles) be approved and adopted as the new articles of association of the Company in substitution for, and to the entire exclusion of, the existing articles of association of the Company.