RANGERS INTERNATIONAL FOOTBALL CLUB PLC COMPANY NO.

SC437060 (Company)
Minutes of a meeting of the board of directors of Rangers International Football Club plc ( Company) held at Ibrox Stadium, Edmiston Drive, Glasgow G51 2XD at 2pm on 23rd April 2013

PRESENT:
Malcolm Murray Walter Smith Ian Hart Brian Stockbridge Charles Green Phil Cartmell Bryan Smart Craig Mather

NAME POSITION
Chairman Non-Executive Director Non-Executive Director Finance Director Chief Exective Non-Executive Director

By Phone Apologies Invited NOTICE AND QUORUM

The Chairman reported that due notice of the meeting had been given and that a quorum was present. Accordingly, the Chairman declared the meeting open. DECLARATIONS OF INTEREST The directors declared that they had no interests in the business to be transacted at the meeting in accordance with Section 177 of the Companies Act 2006 (the "Act") and the Company's Articles of Association. It was noted that notwithstanding any such interest, they were entitled to attend and form part of the quorum for the meeting, and to vote on any resolution. BUSINESS OF THE MEETING APPOINTMENT OF CRAIG MATHER TO THE BOARDS OF RANGERS INTERNATIONAL FOOTBALL CLUB PLC AND RANGERS FOOTBALL CLUB LIMITED This being the third meeting at which the appointment of Craig Mather as CEO was discussed by the board and resolved, it was decided that Craig Mather would be appointed as permanent Chief Operating Officer and acting Chief Executive Officer to Rangers International Football Club plc and to Rangers Football Club Limited. It was decided that applications from other candidates for the CEO position would be invited by the Nominations Committee and that Craig Mather would also be considered for the permanent position. It was agreed that the remuneration committee would fix the commercial terms of Craig Mather's appointment, lead by Ian Hart.

APPOINTMENT OF OTHER DIRECTORS TO THE BOARD OF THE RANGERS FOOTBALL CLUB LIMITED The CEO explained that he had given proxy for his votes over the entire 5.2m shares owned by him to James Easdale. Furthermore, it was explained that there had been a meeting of Rangers Football Club Limited at 5pm on 22 April 2013 and that at that meeting it had been resolved by the majority of directors present to appoint Iain Morgan and James Easdale to the board of Rangers Football Club Limited subject to SFA approval. In addition, at that meeting it was resolved to appoint Craig Mather to the board and the Finance director was asked to invite Ally McCoist to become a director of the Rangers FootballClub Limited. The Chairman deferred discussion on this until the next board meeting.

PROPOSED APPOINTMENT TO THE BOARD OF RANGERS INTERNATIONAL FOOTBALL CLUB PLC The Chairman explained that he had met with Sandy and James Easdale who had mentioned that, in light of his increased voting position and business experience, James Easdale wished to be put forward as a director of Rangers International Football Club plc. Some concern was expressed amongst certain board members at this and the Chairman deferred discussion on the point until the next board meeting by which time he would speak to senior management and conduct some background research. DOCUMENTS PRODUCED TO THE MEETING Minutes of the meeting of the Rangers FootballClub Limited that occurred at 5pm on 22 April 2013 CLOSE There being no further business, the Chairman declared the meeting to be closed.

............................................. Chairperson .................................................. Date