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Celtic Propose Shake-Up of Borrowing and Director Rules

Celtic are asking shareholders to approve changes to the club’s rules, including removing an existing borrowing limit and the cap on the number of directors.

The proposals form part of an update to Celtic plc’s Articles of Association, essentially the rules governing how the company operates.

Celtic say these rules have remained unchanged since 2011 and want to bring them into line with modern business practices.

There is plenty more in our latest Celtic news and transfers coverage.

Celtic principle shareholder Dermot Desmond
Celtic principal shareholder, Dermot Desmond, interim chairman Brian Wilson (left) and chief executive Michael Nicholson (right) during the William Hill Premiership match at Celtic Park, Glasgow. Picture date: Saturday May 16, 2026.

Under the 2011 Articles, Celtic have a borrowing restriction based on a financial figure known as adjusted capital and reserves.

The limit is four times that figure, which is calculated using information from the company’s accounts. It is not simply four times the amount of cash Celtic have in the bank.

Under the existing rules, borrowing covered by this limit can exceed the threshold if shareholders give prior approval through an ordinary resolution.

Celtic now want to remove that restriction from the Articles altogether.

The club explained in its official announcement:

“The Current Articles include a cap on how much the Company could borrow. Modern market practice (which has changed over the last 10-20 years) is for a company’s approach to borrowing and indebtedness to be set by internal policies and its formal debt documentation, rather than providing definitive limitations in its articles.”

In simpler terms, Celtic want borrowing decisions to be governed by internal policies and financial agreements rather than a fixed limit written into the company’s rules.

However, Celtic have not announced any plans to increase borrowing, and removing the restriction from the Articles would not remove the company’s other financial and legal obligations.

Another proposal concerns the number of directors who can sit on Celtic’s board.

The 2011 Articles set a minimum of three directors and a maximum of ten, unless shareholders approve a different number through an ordinary resolution.

Celtic now want to remove that numerical restriction from the Articles.

If approved, the company would no longer have that particular limit written into its rules.

However, Celtic have not announced any plans to appoint additional directors as part of the proposed change.

The club are also asking shareholders to approve changes to how future meetings can be held.

Under the proposals, general meetings could take place in person, online or through a combination of both.

The changes would also allow an in-person meeting that has been adjourned to resume online at a later date.

Celtic have linked this proposal to the disruption experienced at last year’s AGM.

Interim chairman Brian Wilson has insisted that the board still intend to hold AGMs face-to-face.

Asked whether Celtic wanted to move future AGMs online or into a hybrid format, Wilson replied:

“No, absolutely not.”

He stressed that the club’s intention is to allow shareholders to attend in person and question the board.

Celtic also want shareholder resolutions to be decided by poll rather than the existing default method of a show of hands.

A poll counts the voting rights attached to shares, including votes submitted through representatives appointed by shareholders.

Poll voting is already permitted under the existing rules, but the proposed amendment would make it the standard method.

Other changes include updating outdated legal references, removing gender-specific wording and changing provisions concerning directors’ conflicts of interest.

Brian Wilson and Michael Nicholson at Ibrox for Rangers versus Celtic
13th September 2026; Ibrox Stadium, Glasgow, Scotland; Scottish League Cup Football, Rangers versus Celtic; Brian Wilson and Michael Nicholson of Celtic

The General Meeting will take place at Celtic Park on Tuesday, December 1, 2026, at 9:30am.

It is separate from Celtic’s Annual General Meeting, which will begin at 12 noon on the same day.

Shareholders can vote in advance on the proposed amendments, meaning they do not need to attend the earlier meeting in person.

The changes have not yet been approved and will depend on the outcome of the shareholder vote.

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