At a General Meeting of the Celtic Trust on Tuesday 28th\u00a0October, the voting intentions for all 17 Resolutions were discussed and agreed with Celtic Trust members present.\u00a0<\/p>\n
The information detailed below confirms how the Celtic Trust will be voting and our reasoning for each vote:\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 1: To receive the Company\u2019s annual accounts and the Auditors\u2019 Report, the Strategic Report and the Directors\u2019 Report for the year ended 30 June 2025\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The Celtic Trust will be voting against this resolution as this is a statement of the board\u2019s performance\u00a0which we disagree with. \u00a0Also, it includes the report of the\u00a0remuneration\u00a0committee with which we also disagree.\u00a0This is not about disagreeing with the accounts or not wanting to see them presented. The accounts are in the AGM pack in any event.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 2 \u2013 To reappoint Brian Rose, who retires annually, as a director of the Company\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The Celtic Trust will be voting against this resolution. We\u00a0firmly believe\u00a0that the Board of Directors at Celtic Football Club is in need to change and fresh ideas. This can only be successfully achieved through a clean slate and the removal of all existing Non-Executive Directors.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 3 \u2013 To reappoint Brian Wilson, who retires annually, as a director of the Company\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The Celtic Trust will be voting against this resolution. We\u00a0firmly believe\u00a0that the Board of Directors at Celtic Football Club is in need to change and fresh ideas. This can only be successfully achieved through a clean slate and the removal of all existing Non-Executive Directors.\u00a0<\/p>\n
It should also be noted that Brian Wilson was first appointed as a Non-Executive Director in June 2005 (one month after Martin O\u2019Neill resigned as Manager).\u00a0We also note that at\u00a0the 2021\u00a0AGM, the majority of those in attendance voted against Brian Wilson\u2019s reappointment \u2013 requiring a poll to be called.\u00a0\u00a0<\/p>\n
Given the passage of time, he can no longer be regarded as independent of the Board in fulfilling the\u00a0appropriate challenge\u00a0to the CEO and CFO and should, therefore, be\u00a0required\u00a0to step down.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 4 \u2013 To reappoint Christopher McKay, who retires annually, as a director of the Company\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The Celtic Trust will be voting against this resolution.\u00a0The Celtic Trust, as a member organisation of the Celtic Fans Collective, have called for the removal of the Chief Executive Officer, the\u00a0Chairman, and the Chief Finance Officer (Chris McKay). Following a series of unsatisfactory transfer windows, the hoarding of excess cash in the Club\u2019s accounts with no vision on how to use these funds and a poor record in communication and engagement with fans, it is our view that the CFO\u2019s position is untenable and should not be re-elected.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 5 \u2013 To reappoint Dermot Desmond, who retires annually, as a director of the Company\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The\u00a0Celtic Trust will be voting against this resolution. We\u00a0firmly believe\u00a0that the Board of Directors at Celtic Football Club is in need to change and fresh ideas. This can only be successfully achieved through a clean slate and the removal of all existing Non-Executive Directors.\u00a0<\/p>\n
It should be noted that Dermot Desmond was first appointed as a Non-Executive Director in May 1995 (when Gordon Marshall\u00a0and\u00a0Pat Bonner were\u00a0still the Clubs\u2019s Goalkeepers).\u00a0<\/p>\n
As confirmed by the Club\u2019s Annual Report (which\u00a0accompanies\u00a0the AGM documentation), Dermot Desmond, as a Non-Executive Director,\u00a0failed to\u00a0attend any of the six meetings the Non-Executive Directors\u00a0were required\u00a0to attend in the last year. Instead, Dermot Desmond sent a representative in his absence.\u00a0<\/p>\n
Dermot Desmond is the\u00a0Club\u2019s largest shareholder \u2013 albeit he\u00a0remains\u00a0a minority shareholder. Despite being a Non-Executive Director and the Club\u2019s largest shareholder, Dermot Desmond has failed to attend any of the Club\u2019s AGM since 2006.\u00a0\u00a0<\/p>\n
Despite being a Non-Executive Director and a minority shareholder,\u00a0it is clear that Dermot Desmond\u00a0is the shot caller at Celtic and the control he exerts completely undermines the positions of the\u00a0Chairman, Chief Executive\u00a0Officer\u00a0and Chief Finance Officer. The most recent example of this can be seen through the statement from Dermot Desmond on Monday 27th\u00a0October\u00a0regarding\u00a0the resignation of Brendan Rodgers. The Club effectively enabled a Non-Executive Director to take over an official club communication channel to issue a personal statement.\u00a0\u00a0<\/p>\n
Whilst the AGM will not alter the shareholding that Dermot Desmond holds, it is our position that he should stand down as a Non-Executive Director; enabling a new\u00a0Chairman, CEO and CFO a degree of independence to run Celtic Football Club without interference.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 6 \u2013 To reappoint Michael Nicholson, who retires annually, as a director of the Company\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The Celtic Trust will be voting against this resolution. The Celtic Trust, as a member organisation of the Celtic Fans Collective, have called for the removal of the Chief Executive Officer\u00a0(Michael Nicholson), the\u00a0Chairman, and the Chief Finance Officer. Following a series of unsatisfactory transfer windows, the hoarding of excess cash in the Club\u2019s accounts with no vision on how to use these funds and a poor record in communication and engagement with fans, it is our view that the CEO\u2019s position is untenable and should not be re-elected.\u00a0<\/p>\n
It should also be noted that, prior to his appointment as Chief Executive Officer in September 2021, Michael Nicholson worked under the current\u00a0Chairman, Peter Lawwell (then Chief Executive Officer). Not only does this\u00a0constitute\u00a0poor corporate governance,\u00a0we\u00a0take the view that this is a clear conflict of interest.\u00a0<\/p>\n
Following the\u00a0personal\u00a0statement\u00a0by Non-Executive Director and minority shareholder, Dermot Desmond, published\u00a0on the Club\u2019s website\u00a0on Monday 27th\u00a0October 2025, it is our belief that Michael Nicholson\u2019s position as Chief Executive Officer has been seriously undermined\u00a0and, therefore, the Chief Executive Officer should be required to tender his resignation.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 7 \u2013 To reappoint Peter Lawwell, who retires annually, as a director of the Company\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The Celtic Trust will be voting against this resolution. The Celtic Trust, as a member organisation of the Celtic Fans Collective, have called for the removal of the Chief Executive Officer,\u00a0the\u00a0Chairman\u00a0(Peter Lawwell), and the Chief Finance Officer. Following a series of unsatisfactory transfer windows, the hoarding of excess cash in the Club\u2019s accounts with no vision on how to use these funds and a poor record in communication and engagement with fans, it is our view that the\u00a0Chairman\u2019s position is untenable and should not be re-elected.\u00a0<\/p>\n
It should also be noted that, prior to his appointment as\u00a0Chairman\u00a0in January 2023, Peter Lawwell had served as\u00a0Chief Executive Officer\u00a0for over 17 years.\u00a0Not only does this\u00a0constitute\u00a0poor corporate governance,\u00a0we\u00a0take the view that this is a clear conflict of interest. It should also be noted that, during his time as Chief Executive Officer, Peter Lawwell was current Chief Executive Officer Michael Nicholson\u2019s boss \u2013 this\u00a0also constitutes\u00a0poor corporate governance and a conflict of interest.\u00a0<\/p>\n
Following the personal statement by Non-Executive Director and minority shareholder, Dermot Desmond, published on the Club\u2019s website on Monday 27th\u00a0October 2025, it is our belief that\u00a0Peter Lawwell\u2019s position\u00a0as\u00a0Chairman\u00a0has been seriously undermined and, therefore, the\u00a0Chairman\u00a0should\u00a0be required\u00a0to tender his resignation.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 8 \u2013 To reappoint Sharon Brown, who retires annually, as a director of the Company\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The Celtic Trust will be voting against this resolution. We\u00a0firmly believe\u00a0that the Board of Directors at Celtic Football Club is in need to change and fresh ideas. This can only be successfully achieved through a clean slate and the removal of all existing Non-Executive Directors.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 9 \u2013 To reappoint Tom Allison, who retires annually, as a director of the Company\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The Celtic Trust will be voting against this resolution. We\u00a0firmly believe\u00a0that the Board of Directors at Celtic Football Club is in need to change and fresh ideas. This can only be successfully achieved through a clean slate and the removal of all existing Non-Executive Directors.\u00a0<\/p>\n
It should also be noted that\u00a0Tom Allison\u00a0was first appointed as a Non-Executive Director in\u00a0September\u00a02001\u00a0(when Tom Boyd was still Celtic\u2019s Club Captain).\u00a0Given the passage of time, he can no longer be regarded as independent of the Board in fulfilling the\u00a0appropriate challenge\u00a0to the CEO and CFO and should, therefore, be\u00a0required\u00a0to step down.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 10 \u2013 To approve the Directors\u2019 Remuneration Policy. This Resolution 10 is advisory only and is not binding\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
The Celtic Trust will be voting against this resolution. Given the longevity of some of the Non-Executive Directors, we no longer believe them to be truly independent. Therefore, they should not have control over setting their own\u00a0remuneration\u00a0and that of their colleagues on the Board of Directors.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 11 \u2013 To receive the Directors\u2019 Remuneration Report. This Resolution 11 is advisory only and is not binding\u00a0<\/p>\n
Celtic Trust Vote: AGAINST\u00a0<\/p>\n
See response to Resolution 1 and 10 above.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 12 \u2013 To reappoint BDO LLP as auditors of the Company\u00a0<\/p>\n
Celtic Trust Vote: FOR\u00a0<\/p>\n
As a PLC, it is a legal requirement for Celtic to have their accounts to be professionally audited.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 13 \u2013 To authorise the directors to\u00a0determine\u00a0the\u00a0remuneration\u00a0of the auditors\u00a0<\/p>\n
Celtic Trust Vote: FOR\u00a0<\/p>\n
Whilst we believe all current directors should step down from their positions, it is a legal requirement for Celtic to have their accounts to be professionally audited. Whomever sits on our Board of Directors must have the approval of the AGM to appoint auditors and ensure they are appropriately remunerated for their work.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 14 \u2013 Authority to allot shares\u00a0<\/p>\n
Celtic Trust Vote: FOR\u00a0<\/p>\n
This is necessary to allow the Board to\u00a0operate\u00a0the Dividend Reinvestment Scheme which was proposed by the Celtic Trust some years ago.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 15 \u2013 Disapplication of pre-emption rights\u00a0<\/p>\n
Celtic Trust Vote: FOR\u00a0<\/p>\n
This is a necessary requirement for the Board to\u00a0operate\u00a0the Dividend Reinvestment Scheme mentioned above without having to offer proportionate number of shares for sale to every shareholder.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 16 \u2013 Preparation and publication of detailed report and\u00a03-5 year\u00a0plan covering football, financial and strategic matters\u00a0<\/p>\n
Celtic Trust Vote: FOR\u00a0<\/p>\n
This resolution was\u00a0submitted\u00a0by the Celtic Trust to the AGM. We would like to take the opportunity to thank small shareholders who signed the necessary requisition forms which helped ensure\u00a0its\u00a0inclusion in the Notice of the AGM.\u00a0<\/p>\n
As this is our own resolution, we will be voting for this resolution.\u00a0We\u00a0firmly believe\u00a0that\u00a0a clear vision\u00a0and ambition must be relayed to all Celtic fans from the Club hierarchy ensuring that communication and engagement improve with clear tangible targets set for the medium to long term.\u00a0<\/p>\n
This motion will be moved by an Officer of the Celtic Trust at the AGM where a more detailed explanation will be given.\u00a0<\/p>\n
\u00a0<\/p>\n
Resolution 17 \u2013 Board restructure\u00a0<\/p>\n
Celtic Trust Vote: FOR\u00a0<\/p>\n
This resolution was\u00a0submitted\u00a0by the Celtic Trust to the AGM. We would like to take the opportunity to thank small shareholders who signed the necessary requisition forms which helped ensure\u00a0its\u00a0inclusion in the Notice of the AGM.\u00a0<\/p>\n
As this is our own resolution, we will be voting for this resolution.\u00a0As is reflected with our voting intentions for Resolutions 4, 6 and 7, we do not have confidence in the current\u00a0Chairman, Chief Executive Officer and Chief Finance Officer. We further believe that their positions have been severely undermined due to the conduct of one of our Non-Executive Directors who is also a minority shareholder. This position has not only\u00a0be\u00a0adopted by the Celtic Trust but is reflected as a key\u00a0objective\u00a0in the Celtic Fans Collective (which the Celtic Trust is part of).\u00a0<\/p>\n
This motion will be moved by an Officer of the Celtic Trust at the AGM where a more detailed explanation will be given.\u00a0<\/p>\n
\u00a0<\/p>\n
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