MANCHESTER UNITED PLC filed this 20-F on 09/18/25
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MANCHESTER UNITED PLC - 20-F - 20250918 - EXHIBITS

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The audited consolidated financial statements as required under Item 18 are attached hereto starting on page F-1 of this Annual Report. The audit report of PricewaterhouseCoopers LLP, independent registered public accounting firm, is included herein preceding the audited consolidated financial statements.

ITEM 19. EXHIBITS

The following exhibits are filed as part of this Annual Report, except as otherwise noted:

1.1

    

Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 5 February 2024 (incorporated by reference to Exhibit 99.1 to our report on Form 6-K (File No.001 -35627), filed with the SEC on 21 February 2024).

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2.1

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Specimen Ordinary Share Certificate of Manchester United plc (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 30 July 2012, as amended).

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2.2

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Description of Share Capital of Manchester United plc (incorporated by reference to Exhibit 2.2 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 13 September 2024).

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4.1

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Fifth Amendment and Restatement Agreement relating to the Secured Term Facility Agreement, dated 4 March 2021, among Red Football Limited, Manchester United Football Club Limited and Bank of America Europe Designated Activity Company, as Agent and Lender (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 20 September 2021).

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4.2

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Sixth Amendment and Restatement Agreement, dated 1 June 2023, relating to the Secured Term Facility Agreement among Red Football Limited, Manchester United Football Club Limited and Bank of America Europe Designated Activity Company, as Agent and Lender (incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.3

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Amendment letter, dated 4 November 2022, relating to the Secured Term Facility Agreement from Bank of America Europe Designated Activity Company as Agent to Red Football Limited as Company (incorporated by reference to Exhibit 4.3 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.4

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Second Amendment and Restatement Agreement relating to the Revolving Facilities Agreement, dated 4 March 2021, among Red Football Limited, Manchester United Football Club Limited, and Bank of America Europe Designated Activity Company, as Agent (incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 20 September 2021).

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4.5

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Third Amendment and Restatement Agreement relating to the Revolving Facilities Agreement, dated 10 December 2021, among Red Football Limited, Manchester United Football Club Limited, and Bank of America Europe Designated Activity Company, as Agent (incorporated by reference to Exhibit 4.5 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.6

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Amendment letter, dated 4 November 2022, from Bank of America Europe Designated Activity Company as Agent to Red Football Limited as Company relating to the Revolving Facilities Agreement (incorporated by reference to Exhibit 4.6 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.7

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Revolving Facility Agreement, dated 26 April 2022, among Red Football Limited, Manchester United Football Club Limited, Bank of America, N.A., London Branch as Lender and Bank of America Europe Designated Activity Company, as Agent (incorporated by reference to Exhibit 4.7 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.8

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Amendment letter, dated 28 June 2024, among Bank of America Europe Designated Activity Company as Agent, Bank of America Europe Designated Activity Company as Security Agent, Red Football Limited as Company, Manchester United Football Club Limited as Borrower and Guarantor, each of MU Finance Limited, Manchester United Limited and Red Football Junior Limited as Guarantors and the lenders party thereto relating to the Revolving Facilities Agreement. (incorporated by reference to Exhibit 4.8 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 13 September 2024).

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4.9

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Note Purchase Agreement, dated 27 May 2015, among MU Finance plc (now known as MU Finance Limited), the guarantors party thereto, the purchasers listed therein and the Bank of New York Mellon, as Paying Agent (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).

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4.10

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Amendment No. 1 to Note Purchase Agreement, and Consent No. 1, dated June 14, 2018, among MU Finance plc (now known as MU Finance Limited), the guarantors party thereto, the noteholders listed on the signature pages thereto and the Bank of New York Mellon, as Paying Agent (incorporated by reference to Exhibit 4.8 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 28 September 2018).

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4.11

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Amendment No. 2 to Note Purchase Agreement, dated 4 March 2021, among Manchester United Football Club Limited, the guarantors party thereto, the noteholders listed on the signature pages thereto and the Bank of New York Mellon, as Paying Agent (incorporated by reference to Exhibit 4.11 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.12

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Consent No. 2 to Note Purchase Agreement, dated 26 April 2022, among Manchester United Football Club Limited, the guarantors party thereto, the noteholders listed on the signature pages thereto and the Bank of New York Mellon, as Paying Agent (incorporated by reference to Exhibit 4.12 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.13

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Form of 3.79% Senior Secured Note due June 26, 2027 (included as Exhibit 1 to Exhibit 4.3).

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4.14

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Second Amendment and Restatement Agreement relating to the Revolving Facilities Agreement, dated 13 December 2021, among Red Football Limited, Manchester United Football Club Limited and Santander UK plc, as Agent (incorporated by reference to Exhibit 4.14 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.15

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Third Amendment and Restatement Agreement relating to the Revolving Facilities Agreement, dated 26 April 2022, among Red Football Limited, Manchester United Football Club Limited and Santander UK plc, as Agent (incorporated by reference to Exhibit 4.15 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.16

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Amendment letter, dated 4 November 2022, from Santander UK plc as Agent to Red Football Limited as Company relating to the Revolving Facilities Agreement (incorporated by reference to Exhibit 4.16 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 27 October 2023).

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4.17

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Amendment letter, dated 9 July 2025, among Bank of America Europe Designated Activity Company as Agent, Bank of America Europe Designated Activity Company as Security Agent, Red Football Limited as Company, Manchester United Football Club Limited as Borrower and Guarantor, each of MU Finance Limited, Manchester United Limited and Red Football Junior Limited as Guarantors and the lenders party thereto. *

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4.18

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Transaction Agreement, dated 24 December 2023, by and among Manchester United plc, Trawlers Limited, and the sellers listed in Schedule B thereto (incorporated by reference to Exhibit 99.1 to our report on Form 6-K (File No. 001-35627), filed with the SEC on 26 December 2023).

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4.19

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Governance Agreement, dated 24 December 2023, by and among Manchester United plc, Trawlers Limited and the parties listed in Schedule A thereto (incorporated by reference to Exhibit 99.2 to our report on Form 6-K (File No. 001-35627), filed with the SEC on 26 December 2023).

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4.20

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Registration Rights Agreement, dated 20 February 2024, by and among Manchester United plc and the investors party thereto (incorporated by reference to Exhibit 99.2 to our report on Form 6-K (File No. 001-35627), filed with the SEC on 21 February 2024).

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4.21

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Assignment and Assumption Agreement, dated December 18, 2024, by and between Trawlers Limited and INEOS Limited (incorporated by reference to Exhibit 99.J to Schedule 13D/A (File No. 005-86956), filed with the SEC by INEOS Limited on 19 December 2024).

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4.22

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2012 Equity Incentive Award Plan (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-8 (File No. 333-183277), filed with the SEC on 13 August 2012).

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4.23

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Premier League Handbook, Season 2024/25 (incorporated by reference to Exhibit 4.22 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 13 September 2024).

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4.24

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Premier League Handbook, Season 2025/26 *

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8.1

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List of significant subsidiaries (included in Note 35 to our audited consolidated financial statements included elsewhere in this Annual Report).

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11.1

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Statement of Insider Trading Policy, dated 7 August 2012 (incorporated by reference to Exhibit 11.1 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 13 September 2024).

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12.1

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Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.*

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12.2

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Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.*

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13.1

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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

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13.2

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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

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15.1

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Consent of PricewaterhouseCoopers LLP, dated 18 September 2025.*

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97

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Manchester United plc Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 13 September 2024).

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101.INS

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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

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101.SCH

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Inline XBRL Taxonomy Extension Schema Document.

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101.CAL

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Inline XBRL Taxonomy Extension Calculation Linkbase Document.

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101.DEF

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Inline XBRL Taxonomy Extension Definition Linkbase Document.

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101.LAB

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Inline XBRL Taxonomy Extension Label Linkbase Document.

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101.PRE

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Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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104

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Cover Page Interactive Data File (embedded within the Inline XBRL document).

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Filed herewith

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Furnished herewith

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Auditor name:PricewaterhouseCoopers LLP

Auditor firm ID:876

Auditor location:Manchester, United Kingdom

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F-2

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