27 November 2014

Rangers International Football Club plc

("Rangers" or the "Company")

2014  Annual General Meeting

The Company announces that the Annual General Meeting of Rangers International Football Club plc (the "Company") will be held at Ibrox Stadium, 150 Edmiston Drive, Glasgow G51 2XD on 22 December 2014 at 10.30 a.m

A notice of Annual General Meeting ("Notice of AGM"), together with a form of proxy will be posted to shareholders tomorrow. The resolutions set out below will be put to members. 

As Ordinary Business:

ORDINARY RESOLUTIONS

1. "THAT the Company's audited Financial Statements, the Directors' Report and the Strategic Report for the financial year ended 30 June 2014 together with the Auditor's Report be received and adopted."

2. "THAT David Somers, 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."

3. "THAT Norman Crighton, 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 James Easdale, 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."

5. "THAT Derek Llambias, 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."

6. "THAT Deloitte LLP 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 financial statements of the Company are laid."

7. "THAT the Directors be authorised to determine the remuneration of the Company's auditors."

As Special Business:

ORDINARY 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):

(a) up to an aggregate nominal amount of £407,392 (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 £543,188 (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 treasury shares, 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 either on 31 December 2015 or, if earlier, at the conclusion of the Company's next Annual General Meeting in 2015, 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."

SPECIAL 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, and/or by way of a sale of treasury shares for cash (by virtue of Section 573 of the Act), in each case 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 and sale of treasury shares for cash 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 treasury shares, 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 8 and/or in the case of any sale of treasury shares for cash, the allotment, otherwise than pursuant to sub-paragraph (i) above, of equity securities or sale of treasury shares up to an aggregate nominal value equal to £407,392; and (b) unless previously revoked, varied or extended, this power shall expire either on 31 December 2015 or, if earlier, at the conclusion of the Company's next Annual General Meeting in 2015, 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 (and treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if this power had not expired."

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