RANGERS FOOTBALL CLUB

The Rangers Football Club plc

Phone: 0141 580 8782 Fax: 0141 580 8594

email: Ken_Olverman@rangers.co.uk

Memorandum
To: Board of Directors From: Kenneth Olverman Date: 15 June 2011 Subject: May Management Accounts Please find attached the May Management Accounts. The following reports have been defined and are included. The shaded area reports have been excluded to allow increased focus on top line numbers. These reports are available on request. As with the introduction of the Executive Summary, monthly cash flows and KPIs, the Management Accounts will continue to evolve to focus on the more salient issues. Report Executive Summary Annual Cashflow Monthly cashflow Summary Profit & Loss Summary Profit & Loss Summary Profit & Loss by Group Group Summary Profit & Loss Detailed Trading Account Match Contribution Balance Sheet Cashflow Level Definition Executive summary and Management Report Summary Cashflow Projections for 2010/11 Monthly Cashflow Projections for 2010/11 Profit and loss for the whole Club, similar to statutory format as against revised Forecast Profit and loss for the whole Club, similar to statutory format as against original Budget Summary Profit & Loss for the five business groups within the club down to Trading Profit Summary Profit and Loss for each of the business groups within the Club Full Trading account looking across all business groups of the club. This ties back into each of the levels above at the trading contribution line/report total Net profit/costs per tournament by match for each of the match related business activities (profit/cost centres) Group Balance Sheet showing movements for month and year to date. Group Cashflow and net debt

1 1 2 3 4 5

Executive Summary 20010/11 Headline Figures m: Turnover Player Salaries excluding Bonuses Exceptional Tax & Interest Charges Profit for the year Bank Debt/(Cash) at 30 June 2011 Total Debt at 30 June 2011 May Budget 50.7 16.0 3.0 20.9 25.2 Revised Forecast 57.3 17.9 2.8 2.7 (5.5) 17.7

The major features impacting the results in May were the securing of the SPL title and the purchase by The Rangers FC Group Limited TRFCGL of 85.3% of the Clubs Issued Share Capital. Winning the title had an overall reduction on the expected outcome for the season of 1.3m, with Management and Players bonuses being set off against additional media income from the SPL. The purchase of the Majority shareholding by TRFCGL resulted in repayment of all borrowings due to Lloyds Banking Group. There is now no credit facility available and funding will be provided by the majority shareholder. At the end of May 18.6m had been provided and with the inflow from next seasons renewals and the stretching of creditor balances, the cash balance at the end of the month was 4.3m. At the time of writing, season ticket renewals are on a par with renewals at this point in the cycle last season at approx 33,500, though the waiting list clearing exercise has started earlier this year which may have a slight bearing on the current figures. The results include a provision for a tax liability of 2.8m relating to the Discounted Option Scheme associated with player contributions between 1999 and 2003. The estimated cash figures as at 30 June 2011 assume that any settlement will take place post the year end. Discussions are ongoing with HMRC with regard to settlement of this debt. Legal papers have been received from Rapid Vienna requesting that that the club place 2.2m on deposit to cover the outstanding transfer balance on Nikica Jelavic, This was agreed to as part of the overall transfer agreement. These papers are presently being considered by the clubs legal advisors. An impairment review will be undertaken prior to finalising the full year results, and in light of the introduction of the UEFA financial breakeven analysis from 2011/12. There will be particular focus on the carrying value of James Beattie. Taking a full write down of the residual value of his two year contract would result in an additional player amortisation charge of 935K. It should be noted that this charge would not have any cash implications. The impairment review will also cover the 648K carrying value of the Goodwill on Acquisition of Rangers.co.uk in light of the continuing cash losses in this area of the business. A full reconciliation of the movements in cashflow against budget are detailed below. It should be noted that the closing bank figure includes the enhanced UCL pool money resulting from the non participation of Celtic in the Group Stages. Hedging has been put in place for the June receipt of Euros 5m at 1.1565. UEFA have confirmed that the sums due on 10th June will be 5.1m Euro. Following repayment of the Term Loan and Overdraft balance on 6 May, Lloyds informed the Club that all bank accounts had to remain in credit. Lloyds have also intimated that they will withdraw our Bacs facility at the end of June. Discussions are ongoing with Clydesdale to provide an alternate banking solution. It should be noted that the interest rate swap on 15m of the Lloyds Term Loan remains in place at a quarterly charge of 145K. Following the acquisition by TRFCGL, the status and requirement for Rangers Matchday Services Limited is being reviewed. This subsidiary was set up to receive the 2011/12 ticketing and hospitality income directly into two new bank accounts. Following our successful conclusion to the SPL season and settlement of the clubs ownership, the initial drafts of the season 2011/12 budgets are being revised upwards and a new possible scenario covering UCL

participation is being prepared. These revisions, including a cash profile will be available for review towards the end of June. KPI's at May 2011 Year to Date Number of Season Tickets Season Ticket Sales Value Average Season Ticket Price (Net) Total Ticket Revenue Average match attendance Average revenue Per Ticket (Net) Occupancy Yield Hospitality Occupancy As a Percentage of Capacity Hospitality Revenue Average Hospitality price (Net) Turnover (including Revenue Grant) Players & Mgt, Salaries and Benefits Player Pool Salaries /Total Turnover Total Salaries & Benefits Total Salaries/Total Turnover Net Profit/(loss) Net Profit (loss) / Total Turnover Net Player Acquisitions Football Player Payables Football Player Receivables Net Football Creditor/(Debtor) Bank Debt/(Cash) Net Debt Bank Facility Headroom Position in SPL 37599 12,317k 328 21,399k 42296 18.07 83% 25656 74% 4,358k 169.86 56,833k 22,056k 39% 27,536k 48% 5,086k 9% 1,492k 4,177k 3,052k 1,125k -4,329k 18,553k n/a 1st Prior Year to Date 40309 13,604k 338 20,751k 43746 18.24 86% 24870 78% 4,342k 174.59 56,011k 21,079k 38% 26,580k 47% 6,305k 11% -2,469k 1,042k 1,686k 644k 29,534k 34,261k 4,466k 1st Forecast Full Year 37599 12,317k 328 21,399k Prior Full Year 40309 13,635k 338 20,741k 43746 18.24 86% 24870 77% 4,350k 174.91 56,669k 22,213k 39% 28,232k 50% 4,209k 7% -2,462k 1,259k 1,539k -280k 22,347k 27,074k 11,653k 1st

4,358k

57,319k 23,310k 41% 29,417k 51% 2,670k 5% 1,384k 3,933k 3,023k 910k -5,469k 17,710k n/a 1st

Management Accounts Highlights There were three SPL fixtures in the period with two at home. Turnover at 3,184K is ahead of forecast by 257K for the period. There was a trading loss of 3,541K for the period which was 287K better than forecast. The net loss for the period before tax at 3,825K was better than forecast by 290K. Net profit for the full year has been forecast at 2,671K which is 343K behind budget. There are potentially a further 1,583K of cost adjustments which would bring the full year forecast outcome down to 1,088K. Payments due on player acquisitions and disposals were 4,177K and 3,052K respectively. Closing net debt at the end of May was 18,553K, including RFCGL debt of 18,622K and Cash in Bank of 4329K. Reforecast for the year There were a number of movements in the expected outcome for the full year during the period. The total movement in forecast profit for the month was a decrease of 1,141K to an expected outcome of 2,671K. Beyond this figure there are other potential adjustments for Impairment of the residual balance on Beattie (935K) and Goodwill on Acquisition of Rangers.co.uk ((648K) which would yield a final outcome for the year of 1,088K if processed. A full reconciliation is detailed below, the major items being: . A total cost of 1,766K relating to Player and Management bonuses for winning the SPL. A provision of 200K for finishing 2nd in the SPL had been included in previous forecasts. Additional Media income distributed by the SPL of 240K, being incremental revenue for winning the SPL over second place. Increased contribution from Ticketing and Hospitality of 281K and 148K respectively due to the high demand during the title conclusion. Remuneration Trust fees of 223K raised by MIH as a catch up on billing and reflecting Tribunal Costs incurred by the Trustees. A net trading variance across the business of 203K has now been included in the expected results.

Football Group Comprises : Football Management First Team Scouting Murray Park Sports Medicine Football In the Community RYD The total cost of running the football group at 4,616K was on forecast for the period. First Team at 3,868K was on forecast for the period. Matchday costs were 37K higher than expected due to higher than accrued European Costs on final billing and more use of pre match hotels towards the end of the season. Salaries and Benefits were 21K better than forecast. Total SPL win bonuses were 1,535K. It should be noted that there was no withholding of a conditional amount dependant on qualification for next seasons UCL. Remuneration Trust Fees of 259K were billed representing a catch up on the last 18 months contributions and costs incurred by the Trust in supporting the RT Tribunal. First Team is ahead of forecast by 91K at 19,952K for the full year to date. The forecast total for player salaries and benefits (excluding bonuses) for the first team squad is 17.9m. Football management at 599K was on forecast for the period. Management bonuses for winning the SPL were 278K. Overall football management is behind forecast by 26K for the year to date at 5,292K. Murray Park at 67K was behind forecast for the period by 8K due to high pitch refurbishment costs of 42K set off against lower Maintenance and other overheads. Murray Park at 560K is 34K better than forecast for the year to date. Football in the Community was 2K behind forecast. This was due to higher than forecast direct staff costs, however, the additional cost may be charged out to Grant Assisted projects next period. RYD at 48K was behind forecast by 7K mainly due to higher travel and football tournament costs of 9K. Year to date RYD is behind forecast by 47K at 582K mainly due to increased payroll of 32K and travel/tournaments of 47K. All other areas of the Football Group were on or close to forecast for the period. Overall the Football Group at 26,856K is ahead of forecast by 85K for the full year to date. Operations Group Comprises : Matchday Catering Hospitality Events Tours The Operations group contribution at 214K was 32K ahead of forecast for the period. Hospitality contribution was 24K ahead of forecast. Combined income from Hearts and Dundee United was 26K short of forecast due to lower than expected occupancy, as a result catering costs for these matches saw a 17K saving. Catering costs saw a further saving as Celtic costs came in 10K lower than had been accrued. In other areas due to a conscious cost reduction effort the Sponsors Dinner costs are anticipated to be 17K below forecast, while administration costs reported a 5K saving. Events contribution was 8K above forecast. The Play on the Pitch event made a contribution of 6K. This is a recent addition to the calendar of events and had not been included in the forecast. Also during the period there was an amendment to the PSV away trip income resulting in further income of 3K.

Commercial Group Comprises : Study Support Sponsorship Licensing Rent & Other Income Gambling & Gaming Commercial Media Trackside JJB Internet Media (Rangers.co.uk) Brand Protection The commercial group contribution at 880K was 190K ahead of forecast for the period. Sponsorship contribution was 7K short of forecast since MBNA commission did not reach expected level. JJB revenue for the period was 371K, which consists of 250K from the guaranteed minimum payment of 3m per annum plus the release of the initial royalty of 121K. Trackside contribution was 12K short of forecast as a result of additional digiboard minutes purchased from ADI, there should be income to cover this in a future period. The teams successful retention of the SPL title resulted in 240K of additional income in Commercial Media, however, there was a 64K shortfall in overall European revenue as our share of the central fees from the Europa League were lower than expected. All other areas were close to forecast. Ticketing and Marketing Group Comprises : Ticketing Supporter Services OYSC Travel Club Database WWSA Assembly Central Marketing Press Office The Ticketing and Marketing group contribution of 1,429K was 126K ahead of forecast for the period. Season Ticket income was 9K above forecast due to higher than anticipated sales from the 75% off campaign. Within SPL ticket sales both Hearts and Dundee Utd came in above forecast by 12K and 89K respectively, this was due to the competitive title run in. Administration fee income came in 11K above forecast. Ticket marketing costs came in 10K below forecast, this was largely due to the competitive title race together with a continued focus on spend. Ticket Operations were 7K higher than forecast partly due to increased costs associated with the additional administration fees reported above. Marketing costs were 9K higher than forecast due to an additional charge in respect of the 2010/11 Kemsley account management service.

Press Office were 7K below forecast due to the release of an accrual for the Ibrox Disaster Commemoration which is no longer required. Other areas within the group were on or close to forecast. Support Group Comprises : IT/Systems Facilities Matchday Operation & Security Health & Safety The total cost of the support group at 397K was 98K behind forecast for the period. Facilities, at 202K, was 42K behind forecast. Main reason for this overspend was the refurbishment costs of the pitch at the end of the season. Year to date Facilities at 2,014K is behind forecast by 141K, primarily relating to pitch repairs, general repairs and maintenance, and cleaning expenses. Matchday Operations at 135K was 30K behind forecast for the period due to higher than expected costs relating to Policing and Stewarding (12K) and recognizing the residual costs of European site visits which had only been partially passed on to Strathclyde Police. Year to date this cost centre is 48K behind forecast at 1,536K All other units were on or close to forecast for the period. Year to date Support is 174K behind forecast at a total cost of 4,128K. Finance, HR, Clubwide & Exec Group Comprises : Finance (incl rates, insurance, MIH management charge etc) Human Resources Executive Clubwide Expenses The cost of this administration based group at 345K was ahead of forecast by 17K. Executive at 93K was ahead of forecast for the period by 10K due to delays in recruitment. Overall executive is 70K better than forecast for the year to date, again primarily due to delays in recruitment. Finance at 216K was on forecast for the period after adjustment to cover the costs of MCR Consulting by 84K for the period and 160K for the year. All other units were on or close to forecast for the period. Overall year to date Finance at 2,846K is 126K better than forecast.

Summary The net loss for the period at 3,825K was better than forecast by 290K. The total trading loss for the period at 3541K was 287K better than forecast. Fixed asset Depreciation was 165K for the period. Player Amortisation charge was 705K for the period. Interest costs were 93K, with 30K being released from the forecast, reflecting the improved cash position and repayment of the term loan with no replacement interest charge. There was a charge of 50K during the month to cover the interest accruing on the 15m Term Loan Interest Rate Swap which has been retained. No tax charge or credit has been included in the results. Cash Flow Due to the takeover, all cash debts due to Lloyds were repaid on the 6th May. At the end of May net debt consisted of cash at bank 4,329, finance leases 3,810K, TRFCGL loans 18,622K and other loans of 450K. The balance outstanding to Ticketus at the end of May was 814K with 949K having been repaid in the month. The total value of these advances will be repaid before the June 2011 year end. The final installment of Euros 5,094K was received from UEFA on the 10th June. A hedge at a rate of 1.1565 has been placed on 5m of this receipt. Attached is a reconciliation of the original bank Budget cashflow to the Forecast cashflow after making the changes discussed in the expected outcomes section above. The significant movements during the month are detailed in the reforecast section of this report with the profit and loss effect all expected to match with cash movements. Capital expenditure has been delayed with the total spend for the year now forecast at 400K, relating primarily to replacement of the PA system. Season tickets sales for next season are currently reported at 11.3m with approximately 7.9m due to be received prior to the year end. Closing forecast bank cash is 5.5m with receipts from RFCGL 18.9m to cover term loan repayment and CAPX at 19m

Player Payables and Receivables Movement in the player pool during the season is detailed below. There were no cash movements during the month. The payables balance includes solidarity provisions of circa 400K which may never be claimed although the provisions will be retained until the position becomes clear. Closing payments payable and receivable on player transfers were 4,177K and 3,052K respectively.
Player Acquistions Player Payables Brought forward '000 Buffel Khizanishivili Clement Novo Papac Webster Wittaker Beasley Thompson Broadfoot McCulloch Cuellar Alexander Miller Lafferty Weir Velicka Davis Edu Mendes Fleck Bougherra Beatie Weiss Thomson K Kerkar Healy Ness Little Diouf Bartley Jelavic Exchange Player Disposals Player Receivables Brought forward '000 644 961 Movement During Year '000 100 338 2500 1915 72 4925 Received During Year '000 -744 -524 -338 -1000 -806 -3412 Balance Receiveable '000 437 1500 1109 6 3052 56 20 50 20 20 63 49 34 5 210 39 72 18 71 5 10 90 182 52 12 50 125 -50 -21 Movements During Year '000 Paid During Year Balance Payable

'000

'000 56 20 50 20 20 13 28 34 5 120 39 72 13 20 5 5 40 94 26 -1 50 125 915 29

-90

-5 -51 -5 -50 -88 -26 -13

27 1260

1870 545 70 2 2 5 5 55 22 3688 183 6417

-955 -516 -70 -2

2 5 -5 -55 -20 -1528 -3500

2 2160 210 4177

Ferguson B Mendes P Miller K Wilson Thomson Exchanges

-66 1539

Other Matters Tax a) Discounted Option Scheme A meeting took place with HMRC on 11 May. The meeting was attended by Donald McIntyre and Stephen Clancy and David Grier of MCR. HMRC will not allow the position of the 2.8m to drift, and may consider the penalty position if this was to occur. A payment to account would be taken into consideration in assessing the level of penalty loading. The desire from MCRs point of view is to wrap the DOS and the Remuneration Trust settlement into one. b) Murray Group Management Limited Remuneration Trust Opinion was provided by Counsel on the 22 February 2011 on the state of the case so far. His conclusion at this stage is that there are very definitely reasonable prospects of success. The Tribunal is due to reconvene in November 2011, with a decision expected 8 12 weeks thereafter. If the case goes against the Club there would then follow a period to discuss the affordability of any settlement. Bryan Jackson of PKF has been appointed to advise the Board on wrongful trading provisions under the Insolvency Act 1986. c) Tax tender Following the tax tender process, Ernst & Young have been earmarked for appointment as the Clubs advisers. This is currently under consideration by the Clubs majority shareholder. Bank Facility A new subsidiary, Rangers Matchday Services Limited, following advice from Grant Thornton and Dickson Minto, has been set up to receive the 2011/12 ticketing and hospitality income directly into two new bank accounts. A legal agreement between Rangers Football Club plc and the new entity had been passed to Lloyds Banking Group for approve in order to carve the funds out of the exiting security arrangement and protect corporate and season ticket holders. Confirmation is awaited from the majority shareholder on how protection will now be achieved, as working capital levels have necessitated drawing down season ticket income funds to pay existing creditors. G51 Discussion took place with Glasgow City Council on 4 May. GCC wish to review the workings of the overall deficit of 40m in pursuing their preferred option of a business park, and revert back on 6 June. These figures have been with the Council since November 2010. It is hoped that a meeting can be arranged with the Leader of the Council to again demonstrate that retail is the only viable option. 2011/12 Budget The 2011/12 initial Budget will be revisited and updated to take account of the change to Champions League qualification and ticket income. Player salary levels and investment have still to be agreed and incorporated. Market Capitalisation As at 19 May, the share price was 32.5p, resulting in a market capitalisation of 35.4m.