Reasons for Celtic Trust voting recommendations

17 November 2025 The Celtic Trust

At a General Meeting of the Celtic Trust on Tuesday 28th October, the voting intentions for all 17 Resolutions were discussed and agreed with Celtic Trust members present.

The information detailed below confirms how the Celtic Trust will be voting and our reasoning for each vote:

Resolution 1: To receive the Company’s annual accounts and the Auditors’ Report, the Strategic Report and the Directors’ Report for the year ended 30 June 2025

Celtic Trust Vote: AGAINST

The Celtic Trust will be voting against this resolution as this is a statement of the board’s performance which we disagree with. Also, it includes the report of the remuneration committee with which we also disagree. This is not about disagreeing with the accounts or not wanting to see them presented. The accounts are in the AGM pack in any event.

Resolution 2 – To reappoint Brian Rose, who retires annually, as a director of the Company

Celtic Trust Vote: AGAINST

The Celtic Trust will be voting against this resolution. We firmly believe that 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.

Resolution 3 – To reappoint Brian Wilson, who retires annually, as a director of the Company

Celtic Trust Vote: AGAINST

It should also be noted that Brian Wilson was first appointed as a Non-Executive Director in June 2005 (one month after Martin O’Neill resigned as Manager). We also note that at the 2021 AGM, the majority of those in attendance voted against Brian Wilson’s reappointment – requiring a poll to be called.

Given the passage of time, he can no longer be regarded as independent of the Board in fulfilling the appropriate challenge to the CEO and CFO and should, therefore, be required to step down.

Resolution 4 – To reappoint Christopher McKay, who retires annually, as a director of the Company

Celtic Trust Vote: AGAINST

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, the Chairman, and the Chief Finance Officer (Chris McKay). Following a series of unsatisfactory transfer windows, the hoarding of excess cash in the Club’s 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’s position is untenable and should not be re-elected.

Resolution 5 – To reappoint Dermot Desmond, who retires annually, as a director of the Company

Celtic Trust Vote: AGAINST

It should be noted that Dermot Desmond was first appointed as a Non-Executive Director in May 1995 (when Gordon Marshall and Pat Bonner were still the Clubs’s Goalkeepers).

As confirmed by the Club’s Annual Report (which accompanies the AGM documentation), Dermot Desmond, as a Non-Executive Director, failed to attend any of the six meetings the Non-Executive Directors were required to attend in the last year. Instead, Dermot Desmond sent a representative in his absence.

Dermot Desmond is the Club’s largest shareholder – albeit he remains a minority shareholder. Despite being a Non-Executive Director and the Club’s largest shareholder, Dermot Desmond has failed to attend any of the Club’s AGM since 2006.

Despite being a Non-Executive Director and a minority shareholder, it is clear that Dermot Desmond is the shot caller at Celtic and the control he exerts completely undermines the positions of the Chairman, Chief Executive Officer and Chief Finance Officer. The most recent example of this can be seen through the statement from Dermot Desmond on Monday 27th October regarding the 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.

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 Chairman, CEO and CFO a degree of independence to run Celtic Football Club without interference.

Resolution 6 – To reappoint Michael Nicholson, who retires annually, as a director of the Company

Celtic Trust Vote: AGAINST

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 (Michael Nicholson), the Chairman, and the Chief Finance Officer. Following a series of unsatisfactory transfer windows, the hoarding of excess cash in the Club’s 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’s position is untenable and should not be re-elected.

It should also be noted that, prior to his appointment as Chief Executive Officer in September 2021, Michael Nicholson worked under the current Chairman, Peter Lawwell (then Chief Executive Officer). Not only does this constitute poor corporate governance, we take the view that this is a clear conflict of interest.

Following the personal statement by Non-Executive Director and minority shareholder, Dermot Desmond, published on the Club’s website on Monday 27th October 2025, it is our belief that Michael Nicholson’s position as Chief Executive Officer has been seriously undermined and, therefore, the Chief Executive Officer should be required to tender his resignation.

Resolution 7 – To reappoint Peter Lawwell, who retires annually, as a director of the Company

Celtic Trust Vote: AGAINST

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, the Chairman (Peter Lawwell), and the Chief Finance Officer. Following a series of unsatisfactory transfer windows, the hoarding of excess cash in the Club’s 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 Chairman’s position is untenable and should not be re-elected.

It should also be noted that, prior to his appointment as Chairman in January 2023, Peter Lawwell had served as Chief Executive Officer for over 17 years. Not only does this constitute poor corporate governance, we take 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’s boss – this also constitutes poor corporate governance and a conflict of interest.

Following the personal statement by Non-Executive Director and minority shareholder, Dermot Desmond, published on the Club’s website on Monday 27th October 2025, it is our belief that Peter Lawwell’s position as Chairman has been seriously undermined and, therefore, the Chairman should be required to tender his resignation.

Resolution 8 – To reappoint Sharon Brown, who retires annually, as a director of the Company

Celtic Trust Vote: AGAINST

Resolution 9 – To reappoint Tom Allison, who retires annually, as a director of the Company

Celtic Trust Vote: AGAINST

It should also be noted that Tom Allison was first appointed as a Non-Executive Director in September 2001 (when Tom Boyd was still Celtic’s Club Captain). Given the passage of time, he can no longer be regarded as independent of the Board in fulfilling the appropriate challenge to the CEO and CFO and should, therefore, be required to step down.

Resolution 10 – To approve the Directors’ Remuneration Policy. This Resolution 10 is advisory only and is not binding

Celtic Trust Vote: AGAINST

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 remuneration and that of their colleagues on the Board of Directors.

Resolution 11 – To receive the Directors’ Remuneration Report. This Resolution 11 is advisory only and is not binding

Celtic Trust Vote: AGAINST

See response to Resolution 1 and 10 above.

Resolution 12 – To reappoint BDO LLP as auditors of the Company

Celtic Trust Vote: FOR

As a PLC, it is a legal requirement for Celtic to have their accounts to be professionally audited.

Resolution 13 – To authorise the directors to determine the remuneration of the auditors

Celtic Trust Vote: FOR

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.

Resolution 14 – Authority to allot shares

Celtic Trust Vote: FOR

This is necessary to allow the Board to operate the Dividend Reinvestment Scheme which was proposed by the Celtic Trust some years ago.

Resolution 15 – Disapplication of pre-emption rights

Celtic Trust Vote: FOR

This is a necessary requirement for the Board to operate the Dividend Reinvestment Scheme mentioned above without having to offer proportionate number of shares for sale to every shareholder.

Resolution 16 – Preparation and publication of detailed report and 3-5 year plan covering football, financial and strategic matters

Celtic Trust Vote: FOR

This resolution was submitted by 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 its inclusion in the Notice of the AGM.

As this is our own resolution, we will be voting for this resolution. We firmly believe that a clear vision and 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.

This motion will be moved by an Officer of the Celtic Trust at the AGM where a more detailed explanation will be given.

Resolution 17 – Board restructure

Celtic Trust Vote: FOR

As this is our own resolution, we will be voting for this resolution. As is reflected with our voting intentions for Resolutions 4, 6 and 7, we do not have confidence in the current Chairman, 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 be adopted by the Celtic Trust but is reflected as a key objective in the Celtic Fans Collective (which the Celtic Trust is part of).

This motion will be moved by an Officer of the Celtic Trust at the AGM where a more detailed explanation will be given.

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