Reduction of Capital

CELTIC PLC

A Petition having been presented to the Court of Session on 19th December 2002 by Celtic PLC, a public limited company incorporated under the Companies Acts and having its registered office at Celtic Park:, Glasgow, G40 3RE, for confirmation of the cancellation of its share premium account, the Court pronounced the undernoted Interlocutor on 9th May 2003.

Edinburgh, 9th May 2003   Lord McEwan

Act: Sellar, QC

The Lord Ordinary having resumed consideration of the Petition and proceedings; no Answers having been lodged and having heard Counsel for the Petitioner, Celtic PLC (“the Company”); Approves of the Report by Mr D S Williamson, QC, WS, number 6/37 of process; Directs in terms of section 136(6) of the Companies Act 1985 that the provisions of Section 136(3) to (5) of the Companies Act 1985 shall not apply as regards any class of the creditors of the Company; Approves the undertaking of the Company dated 22nd April 2003; Confirms the cancellation of the Company’s share premium account, resolved upon by a Special Resolution of the Company dated 9th September 2002; Directs the Registrar of Companies to register that order and that undertaking and, on their being so registered, appoints notice of that registration of that order and that undertaking to be given by advertisement once in the Edinburgh Gazette and once in the Herald Newspaper; and Decerns.

MD Baillie, DSC

“We Celtic plc, having our registered office at Celtic Park, Glasgow G40 3RE (“the Company”) hereby undertake that, in the event that the cancellation of the Company’s Share Premium Account authorised by the Special Resolution passed by the shareholders of the Company at the Annual General Meeting held on 9th September 2002 is confirmed by the Court, the credit arising in the accounting records of the Company will be carried to an other reserve (the “Other Reserve”); we further undertake that so long as there shall remain outstanding any debt or claim, other than the loans made to the Company by members of the “Celtic Executive Club” (“the Executive Club Loans”), which would have been admissible in proof against the Company had it been wound up on the date when the proposed cancellation shall take effect in terms of Section 138(2) of the Companies Act 1985 (“the 1985 Act”), the Other Reserve, except with the prior consent of those persons to whom those debts or claims remain owing, (i) shall not be treated as realised profit of the Company for the purposes of Section 263(3) of the 1985 Act and (ii) shall be treated as an undistributable reserve of the Company for the purposes of Section 264 of the 1985 Act. We further undertake that so long as any of the Executive Club Loans remain unpaid or the creditors in respect of such loans do not consent there shall be retained in the Other Reserve a sum equal to three times the aggregate sum due on the Executive Club Loans at the date when the proposed cancellation shall take effect. Notwithstanding the foregoing, nothing in this Undertaking shall prevent the Company from applying all, or any part of, the Other Reserve for any purpose to which a share premium might be applied.”

Eric J Riley, Director

For and on behalf of Celtic plc

All of which intimation is hereby given.

McGrigor Donald, Solicitor for the Petitioner

Pacific House, 70 Wellington Street, Glasgow G2 6SB

22nd April 2003