Report of Foreign Issuer (6-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April, 2015
Commission File Number: 001-35627

 

MANCHESTER UNITED PLC

(Translation of registrant’s name into English)

 

Old Trafford

Manchester M16 0RA

United Kingdom

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). o

 

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 10, 2015

 

 

	MANCHESTER UNITED PLC
	By:	/s/ Edward Woodward
	Name: Edward Woodward
	Title: Executive Vice Chairman

 

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EXHIBIT INDEX

 

Exhibit  Number		Description
99.1		Manchester United plc Notice of 2015 Annual General Meeting of Shareholders, Notice of Internet Availability of Proxy Material and Limited Proxy Statement
99.2		Form of Proxy Card

 

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Exhibit 99.1

 

 

April 10, 2015

 

Dear Shareholder:

 

You are cordially invited to attend the 2015 Annual General Meeting of Shareholders (the “Annual General Meeting”) of Manchester United plc (“Manchester United”), to be held at 4:30 p.m., local time, on May 11, 2015, in the offices of Latham & Watkins, LLP, 555 11th St NW #1000, Washington, DC. Information concerning the matters to be considered and voted upon at the Annual General Meeting is set out in the attached Notice of 2015 Annual General Meeting of Shareholders and Proxy Statement.

 

Fiscal 2014 was another record revenue and adjusted EBITDA year for Manchester United’s as our commercial business delivered an impressive 24.1% growth, with sponsorship revenues up an outstanding 49.4%.  In addition, our Broadcasting revenues increased 33.7% for the year, due to the new FAPL domestic and international TV rights agreements. In 2014 we also concluded the largest kit manufacturer sponsorship deal in sports with adidas, £750m over 10 years commencing 1st August 2015.

 

It is important that your Class A ordinary shares are represented at the 2015 Annual General Meeting, regardless of the number of Class A ordinary shares you hold or whether or not you plan to attend the meeting in person. Accordingly, please authorize a proxy to vote your Class A ordinary shares as soon as possible in accordance with the instructions you received. This will not prevent you from voting your Class A ordinary shares in person if you subsequently choose to attend the Annual General Meeting.

 

Thank you for your continued support. We look forward to seeing you at our 2015 Annual General Meeting of Shareholders.

 

Yours sincerely,

 

Edward Woodward
Executive Vice Chairman

 

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NOTICE OF

2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

To Our Shareholders:

 

Notice is hereby given that the 2015 Annual General Meeting of Shareholders (the “Annual General Meeting”) of Manchester United plc, an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands (the “Company”), will be held in the offices of Latham & Watkins, LLP, 555 11th St NW #1000, Washington, DC, on May 11, 2015, at 4:30 p.m., local time, for the following purposes:

 

1.                           To elect twelve (12) directors for a one-year term and until the election and qualification of their respective successors in office;

 

2.                           To transact such other business as may properly come before the Annual General Meeting and any adjournment or postponement thereof.

 

The Board of Directors has fixed the close of business on March 30, 2015, as the record date for the Annual General Meeting (the “Record Date”), and only holders of record of Class A ordinary shares and Class B ordinary shares at such time will be entitled to notice of or to vote at the Annual General Meeting or any adjournment or postponement thereof.

 

The foregoing items of business are more fully described in the Proxy Statement for the Annual General Meeting. On or about April 10, 2015, we intend to mail to our shareholders of record as of the Record Date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and the Annual Report for the fiscal year ended June 30, 2014 (the “2014 Annual Report”). The Notice also provides instructions on how to vote online and includes instructions on how to receive a paper copy of the proxy materials by mail.

 

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ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

MANCHESTER UNITED PLC

 

May 11, 2015

 

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

 

The Notice of Meeting, proxy statement and proxy card are available at

 

http://www.astproxyportal.com/ast/17755/

 

YOUR VOTE IS IMPORTANT

 

Based on current New York Stock Exchange rules your broker will NOT be able to vote your Class A ordinary shares with respect to the election of directors if you have not provided instructions to your broker. We strongly encourage you to provide instructions to your broker to vote your Class A ordinary shares and exercise your right as a shareholder.

 

If you are a shareholder of record as of the Record Date, you will be admitted to the Annual General Meeting upon presenting a form of photo identification. If you own Class A ordinary shares beneficially through a bank, broker or otherwise, you will be admitted to the meeting upon presenting a form of photo identification and proof of share ownership or a valid proxy signed by the record holder. A recent brokerage statement or a letter from a bank or broker are examples of proof of share ownership for this purpose.

 

Regardless of whether or not you plan to attend the Annual General Meeting, please follow the instructions you received to authorize a proxy to vote your Class A ordinary shares as soon as possible to ensure that your ordinary shares are represented at the Annual General Meeting. Any shareholder that decides to attend the Annual General Meeting in person may, if so desired, revoke the prior proxy by voting their Class A ordinary shares at the Annual General Meeting.

 

By Order of the Board of Directors,

 

Edward Woodward
Executive Vice Chairman
Manchester, United Kingdom
April 10, 2015

 

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April 10, 2015

 

GENERAL INFORMATION

 

This Proxy Statement is being provided to solicit proxies on behalf of the Board of Directors of Manchester United plc (the “Company,” “Manchester United,” “we” or “us”) for use at the 2014 Annual General Meeting of Shareholders (the “Annual General Meeting”) to be held in the offices of Latham & Watkins, LLP, 555 11th St NW #1000, Washington, DC, on May 11, 2015, at 4:30 p.m., local time, and any adjournment or postponement thereof. We expect to first make this Proxy Statement available, together with our Annual Report for the fiscal year ended June 30, 2014 (the “2014 Annual Report”), to shareholders on or about April 10, 2015.

 

Foreign Private Issuer

 

We are a “foreign private issuer” within the meaning of Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a result, we are not required to comply with U.S. federal proxy requirements.

 

Record Date

 

The Board of Directors has fixed the close of business on Mach 30, 2015, as the record date for the Annual General Meeting (the “Record Date”), and only holders of record of Class A ordinary shares and Class B ordinary shares at such time will be entitled to notice of or to vote at the Annual General Meeting or any adjournment or postponement thereof.

 

Internet Availability of Annual General Meeting Materials

 

We have elected to provide access to our proxy materials over the Internet.  Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record as of the Record Date.  All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. You will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice. This permits us to conserve natural resources and reduces our printing costs, while giving shareholders a convenient and efficient way to access our proxy materials and vote their ordinary shares.

 

We intend to mail the Notice on or about April 10, 2015, to all shareholders of record entitled to vote at the Annual General Meeting.

 

Who May Vote

 

Only holders of record of our Class A ordinary shares and Class B ordinary shares at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual General Meeting. On the Record Date, 39,797,169 Class A ordinary shares were issued and outstanding and 124,000,000 Class B ordinary shares were issued and outstanding. Each Class A ordinary share is entitled to one vote at the Annual General Meeting, and each Class B ordinary share is entitled to ten votes at the Annual General Meeting.

 

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What Constitutes a Quorum

 

Shareholders may not take action at the Annual General Meeting unless there is a quorum present at the meeting. A meeting of shareholders is duly constituted, and a quorum is present, if, at the commencement of the meeting, there are present in person or by proxy at least a majority of the votes of the shares entitled to vote on resolutions of shareholders to be considered at the meeting. Broker non-votes (as described below) will not be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.  Abstentions will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.

 

Broker Non-Votes and Abstentions

 

Broker non-votes occur when brokers holding shares in street name for beneficial owners do not receive instructions from the beneficial owners about how to vote their shares. An abstention occurs when a shareholder withholds such shareholder’s vote by checking the “ABSTAIN” box on the proxy card, or similarly elects to abstain via Internet or telephone voting.

 

Based on current New York Stock Exchange (“NYSE”) rules, your broker will NOT be able to vote your shares with respect to the election of directors if you have not provided instructions to your broker. We strongly encourage you to provide instructions to your broker to vote your ordinary shares and exercise your right as a shareholder. As such, only those votes cast “FOR” or “AGAINST” are counted for the purposes of determining the number of votes cast in connection with the proposal to elect directors (Proposal 1). Abstentions and broker non-votes have no effect on the outcome of Proposal 1.

 

Vote Required

 

Proposal No. 1: Under applicable Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (our “Articles”), directors are elected by a simple majority vote of all votes cast at the Annual General Meeting, if a quorum is present. Our Articles do not provide for cumulative voting.

 

Voting Process and Revocation of Proxies

 

If you are a shareholder of record, there are three ways to vote by proxy:

 

·                       By Internet — You can vote over the Internet at http://www.astproxyportal.com/ast/17755/ by following the instructions in the Notice or, if you received your proxy materials by mail, by following the instructions on the proxy card. You will need to enter your control number, which is an 11-digit number located in a box on your proxy card that is included with your proxy materials. We encourage you to vote by Internet even if you received proxy materials in the mail.

 

·                                          By Telephone — You may vote and submit your proxy by calling toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from outside the United States and providing your control number, which is an 11-digit number located in a box on your proxy card that is included with your proxy materials.

 

·                                          By Mail — If you received your proxy materials by mail or if you requested paper copies of the proxy materials, you can vote by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope.

 

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on May 10, 2015. Submitting your proxy by any of these methods will not affect your ability to attend the Annual General Meeting in-person and vote at the Annual General Meeting.

 

If your Class A ordinary shares are held in “street name,” meaning you are a beneficial owner with your

 

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shares held through a bank or brokerage firm, you will receive instructions from your bank or brokerage firm, who is the holder of record of your shares. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting may also be offered to shareholders owning shares through certain banks and brokers, according to their individual policies.

 

The Company will retain an independent tabulator to receive and tabulate the proxies.

 

If you submit proxy voting instructions and direct how your shares will be voted, the individuals named as proxies will vote your shares in the manner you indicate. If you submit proxy voting instructions but do not direct how your shares will be voted, the individuals named as proxies will vote your shares “FOR” the election of the nominees for director.

 

It is not expected that any other matters will be brought before the Annual General Meeting. If, however, other matters are properly presented, the individuals named as proxies will vote in accordance with their discretion with respect to such matters.

 

A shareholder who has given a proxy may revoke it at any time before it is exercised at the Annual General Meeting by:

 

·                                          attending the Annual General Meeting and voting in person;

 

·                                          voting again by the Internet or telephone (only the last vote cast by each shareholder of record will be counted), provided that the shareholder does so before 11:59 p.m. Eastern Daylight Time on May 10, 2015;

 

·                                          delivering a written notice, at the address given below, bearing a date later than that indicated on the proxy card or the date you voted by Internet or telephone, but prior to the date of the Annual General Meeting, stating that the proxy is revoked; or

 

·                                          signing and delivering a subsequently dated proxy card prior to the vote at the Annual General Meeting.

 

You should send any written notice or new proxy card to Manchester United plc, c/o American Stock Transfer, 6201 15th Avenue, Brooklyn, New York 11219.

 

If you are a registered holder you may request a new proxy card by calling American Stock Transfer at 1-888-Proxy-NA if calling from the United States, or 1-718-921-8562 from outside the United States, or you may also send a request via email to [e-mail], or visit http://www.amstock.com/ProxyServices/requestmaterials.asp to submit a request online.

 

Any shareholder owning shares in street name may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the Class A ordinary shares or by obtaining a legal proxy from such bank or brokerage firm and voting in person at the Annual General Meeting. Your last vote, prior to or at the Annual General Meeting, is the vote that will be counted.

 

Attendance at the Annual General Meeting

 

Only shareholders or their legal proxy holders are invited to attend the Annual General Meeting. To be admitted to the Annual General Meeting, you will need a form of photo identification (such as a driver’s license or passport), and if you hold your Class A ordinary shares in street name you must also bring valid proof of ownership of our Class A ordinary shares or a valid legal proxy. If you are a shareholder of record, you will be admitted to the meeting only if we are able to verify your shareholder status by checking your name against the list of registered shareholders on the Record Date. If you hold your Class A ordinary shares in street name through a bank or brokerage firm, a brokerage statement reflecting your

 

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ownership as of the Record Date or a letter from a bank or broker is sufficient proof of ownership to be admitted to the meeting.

 

No cameras, recording equipment, electronic devices (including cell phones) or large bags, briefcases or packages will be permitted in the Annual General Meeting. Attendees may be asked to pass through security prior to entering the Annual General Meeting.

 

Representatives of PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, may attend the Annual General Meeting along with certain members of management of the Company and outside counsel.

 

Solicitation of Proxies

 

We will pay the cost of soliciting proxies for the Annual General Meeting. We may solicit by mail, telephone, personal contact and electronic means and arrangements are made with brokerage houses and other custodians, nominees and fiduciaries to send the Notices, and if requested, other proxy materials, to beneficial owners. Upon request, we will reimburse them for their reasonable expenses. In addition, our directors, officers and employees may solicit proxies, either in-person or by telephone, facsimile or written or electronic mail (without additional compensation). Shareholders are encouraged to return their proxies promptly.

 

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

 

Board Composition and Election of Directors

 

Our Board of Directors has nominated the following individuals as nominees for election as members of our Board of Directors at the Annual General Meeting, to serve one-year terms:

 

·                  Avram Glazer

·                  Joel Glazer

·                  Edward Woodward

·                  Richard Arnold

·                  Jamieson Reigle

·                  Kevin Glazer

·                  Bryan Glazer

·                  Darcie Glazer Kassewitz

·                  Edward Glazer

·                  Robert Leitão

·                  Manu Sawhney

·                  John Hooks

 

Each of these nominees currently serves as a member of our Board of Directors.

 

The management of our Company is vested in the Board of Directors. Our Articles provide that our Board of Directors must be composed of at least one member, and that the total number is to be fixed by resolution of the Shareholders. Members of our Board of Directors are elected each year for one-year terms by shareholders permitted to exercise more than 50% of the voting power capable of being exercised at any annual general meeting.  Members of our Board of Directors may also be appointed, removed and/or replaced by an ordinary resolution of the shareholders or by written notice delivered to the Company from time to time by shareholders permitted to exercise more than 50% of the voting power capable of being exercised at any general meeting, to serve until the next annual general meeting.

 

The following table lists each of our nominees for the Board of Directors, and their respective ages and current positions with the Company:

 

Name		Age		Position
Avram Glazer		54		Executive Co-Chairman and Director
Joel Glazer		47		Executive Co-Chairman and Director
Edward Woodward		43		Executive Vice Chairman and Director
Richard Arnold		43		Group Managing Director and Director
Jamieson Reigle		38		Commercial Director and Director
Kevin Glazer		53		Director
Bryan Glazer		50		Director
Darcie Glazer Kassewitz		45		Director
Edward Glazer		44		Director
Robert Leitão		51		Independent Director
Manu Sawhney		48		Independent Director
John Hooks		58		Independent Director

 

The following is a brief biography of each of our nominees to the Board of Directors:

 

Avram Glazer, aged 54, is Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football Limited and Co-Chairman of Manchester United Limited. Mr. Glazer served as

 

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President and Chief Executive Officer of Zapata Corporation, a US public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. Mr. Glazer received a business degree from Washington University in St. Louis in 1982. He received a law degree from American University, Washington College of Law in 1985.

 

Joel Glazer, aged 47, is Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football Limited and Co-Chairman of Manchester United Limited. Mr. Glazer is Co-Chairman of the Tampa Bay Buccaneers. Mr. Glazer is a member of the NFL Finance and International Committees. Mr. Glazer graduated from American University in Washington, D.C., in 1989 with a bachelor’s degree.

 

Edward Woodward, aged 43, is Executive Vice Chairman and a Director of the Company. He was appointed to our board of directors on 30 April 2012 and is currently Executive Vice Chairman of Manchester United Limited, having been elected to its board of directors in February 2008. He is also director of Manchester United Merchandising Limited and MUTV Limited and is Chairman of the Marketing Committee of the European Clubs Association. On joining the club in 2005 he initially managed the capital structure of the group and advised on the overall financial business plan. In 2007 he assumed responsibility for the commercial and media operations and developed and implemented a new overall commercial strategy for the club. This resulted in a new structured approach to commercializing the brand, including developing the sponsorship strategy, led out of the London office. Mr. Woodward formerly worked as a senior investment banker within J.P. Morgan’s international mergers and acquisitions team between 1999 and 2005. Prior to joining J.P. Morgan, Mr. Woodward worked for PricewaterhouseCoopers in the Accounting and Tax Advisory department between 1993 and 1999. He received a Bachelor of Science degree in physics from Bristol University in 1993 and qualified for his Chartered Accountancy in 1996.

 

Richard Arnold, aged 43, is the Group Managing Director and a Director of the Company. In his capacity as Group Managing Director, Mr. Arnold oversees all commercial and operational aspects of the Company. Mr. Arnold also serves as Chairman of the Manchester United Foundation.  In his previous role as Commercial Director (until 30 June 2013) he was responsible for the management and growth of the Company’s sponsorship business, retail, merchandising, apparel & product licensing business, and mobile & content business. In this capacity he was nominated for SportBusiness International’s Sports innovator of the year list in 2011. Mr. Arnold is on the board of Manchester United Merchandising Limited and MUTV Limited. Mr. Arnold was previously Deputy Managing Director of InterVoice Ltd responsible for the international channel sales and marketing division of InterVoice Inc., a NASDAQ listed technology company, between 2002 and 2007. He was nominated as a finalist for Young Director of the Year by the United Kingdom Institute of Directors in 2004 and 2005. Prior to InterVoice, he worked at Global Crossing Europe Ltd, a company in the technology sector, on its restructure between 1999 and 2002. Prior to this he was a senior manager in the telecommunications and media practice at PricewaterhouseCoopers from 1993 to 1999, including working on the privatization of the Saudi Telecommunications Corporation and the Initial Public Offering of Orange in the United Kingdom. He received an honors Bachelor of Science degree in biology from Bristol University in 1993 and received his Chartered Accountancy qualification in 1996.

 

Jamieson Reigle, aged 38, is the Company’s Commercial Director and a Director of the Company. He is responsible for managing the sponsorship and licensing sales, relationship marketing, tours, events and commercial strategy teams globally. From 2012 to 2015, Mr. Reigle served as the Company’s Managing Director, Asia Pacific responsible for the management and growth of the Company’s businesses in the Asia Pacific region. Mr. Reigle joined Manchester United in 2007 and previously served as Director of Corporate Development with responsibility for the Company’s capital structure, investor relations and growth strategy. Prior to Manchester United Limited, Mr. Reigle worked in private equity with The Carlyle Group and in investment banking with J.P. Morgan. He received a Bachelor of Arts degree in

 

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Economics from Dartmouth College and a Master of Business Administration from Stanford University’s Graduate School of Business.

 

Kevin Glazer, aged 53, is a Director of the Company. He is currently a director of Red Football Limited and a director of Manchester United Limited. He is currently the Co-Chairman of First Allied Corporation. Mr. Glazer graduated from Ithaca College in 1984 with a Bachelor of Arts degree.

 

Bryan Glazer, aged 50, is a Director of the Company. He is currently a director of Red Football Limited and Manchester United Limited. He is the Co-Chairman of the Tampa Bay Buccaneers and also serves on the NFL’s Digital Media Committee. Mr. Glazer serves on the board of directors of the Glazer Children’s Museum. He received a bachelor’s degree from the American University in Washington, D.C., in 1986 and received his law degree from Whittier College School of Law in 1989.

 

Darcie Glazer Kassewitz, aged 46, is a Director of the Company. She is currently a director of Red Football Limited. Ms. Glazer is the Co-President of the Glazer Family Foundation. She graduated cum laude from the American University in 1990 and received a law degree in 1993 from Suffolk Law School.

 

Edward Glazer, aged 45, is a Director of the Company. He is currently a non-executive director of Red Football Limited. He is Co-Chairman of the Tampa Bay Buccaneers and Co-Chairman of First Allied Corporation. Mr. Glazer is also the co-President of the Glazer Family Foundation. Mr. Glazer received a bachelor’s degree from Ithaca College in 1992.

 

Robert Leitão, aged 51, is an Independent Director of the Company. He is Head of Rothschild’s Global Financial Advisory business. Mr. Leitão joined Rothschild in 1998 as a Director and was appointed Managing Director in 2000, Head of Mergers and Acquisitions in 2001 and Head of UK Investment Banking in 2008. Prior to joining Rothschild, Mr. Leitão worked for Morgan Grenfell & Co. Limited in London, where he was appointed a Director in 1995. He also serves as Chairman of the Trustees of The Pennies Foundation. Mr. Leitão received a Bachelor of Science degree in engineering from the University of London in 1984. He received his Chartered Accountancy qualification in 1988.

 

Manu Sawhney, aged 48, is an Independent Director of the Company.  With over 24 years of rich experience in the Asian media, entertainment and consumer products industry, Mr. Sawhney was in his last role the Managing Director of ESPN STAR Sports (ESS), a 50:50 joint venture for Asia between ESPN and News Corp and reported directly to the Board. He was responsible for the overall business leadership & P&L of the company across 24 countries in Asia. Mr. Sawhney led ESS’s growth and expansion across multiple platforms in various markets across Asia including business expansion in Taiwan, start-up of a new joint venture in Korea, consolidation of business in China and securing long terms strategic partnerships in India, Malaysia, Indonesia and Singapore. Prior to heading ESS’s Asia operations, Mr. Sawhney served as the Executive Vice President of Programming/Event Management/Marketing/Network Presentation, wherein he negotiated and secured various multi-year renewals of key global and regional rights & affiliate deals totaling in excess of four billion dollars. Mr. Sawhney also previously served as the Managing Director of ESS’s South Asia business based out of India. Before joining ESS, he worked for 3 years with ITC Global Holdings, a subsidiary of British American Tobacco. After completing his engineering degree, Mr. Sawhney worked at Eicher Motors, a leading Indian farm equipment company. Mr. Sawhney holds a Bachelor’s degree in Mechanical Engineering from the Birla Institute of Technology & Science, Pilani, India, and received his Masters in International Business from Indian Institute of Foreign Trade, New Delhi, India. Mr. Sawhney also serves on the Steering Committee of the 28th South East Asian Games and is currently an advisor to STAR India (a wholly owned subsidiary of 21st Century Fox).

 

John Hooks, aged 58, is an Independent Director of the Company. He has worked in the luxury fashion industry for over 30 years. He has held positions in some of the sector’s most influential companies. Having graduated from Oxford University in 1978, he entered the fashion industry through Gruppo

 

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Finanziario Tessile S.p.A. (GFT) in Turin, Italy, a company with which he remained for 14 years, holding a variety of positions, including that of Commercial Director for Valentino, President, CIDAT USA, in New York and finally as Commercial Director for GFT Asia. In this role, from 1988 to 1994, he was responsible for the establishment of GFT’s regional subsidiary companies and the distribution network in Japan, South Korea, Hong Kong, as well as mainland China (one of the first foreign fashion companies to be present in the country) for brands including Giorgio Armani, Christian Dior, Claude Montana, Valentino, Emanuel Ungaro, Trussardi and Pierre Cardin. In 1995, he joined Jil Sander A.G. in Hamburg, Germany, initially as Commercial Director for Europe and Asia, before assuming global responsibility, when he was appointed Commercial and Retail Director in 1998. In 2000, Mr. Hooks was recruited by Giorgio Armani S.p.A. as Group Commercial and Marketing Director, based at the company’s Milan headquarters. In this role, he was charged with the expansion of the company’s global wholesale and retail network. He later assumed the role of deputy managing director and subsequently that of deputy chairman of the Armani group. From 2011 to 2014 he was the Group President of Ralph Lauren Europe and the Middle East.

 

Messrs. Leitão, Sawhney and Hooks satisfy the “independence” requirements of Rule 10A-3 of the Exchange Act and the NYSE rules. Each of Messrs. Leitão, Sawhney and Hooks serve on our Audit Committee. Mr. Leitão serves as the Chairman of the Audit Committee and qualifies as an “audit committee financial expert” under the rules of the SEC implementing Section 407 of the Sarbanes-Oxley Act.

 

Our Board of Directors has no reason to believe that any of the nominees listed above would be unable to serve as a director of the Company. If, however, any nominee were to become unable to serve as a director, the proxy holders will have discretionary authority to vote for a substitute nominee. Unless contrary voting instructions are provided, the persons named as proxies will vote “FOR” the election of the above nominated individuals.

 

Vote Required and Board Recommendation

 

If a quorum is present, directors are elected by a simple majority vote of all votes cast at the Annual General Meeting. Abstentions and broker non-votes will have no effect on the vote.

 

Our Board of Directors unanimously recommends a vote “FOR” the election of the twelve (12) nominees named above. Unless contrary voting instructions are provided, the persons named as proxies will vote “FOR” the election of the twelve (12) nominees named above to hold office as directors until the 2016 annual general meeting of shareholders and until the election and qualification of their respective successors in office.

 

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SHAREHOLDER COMMUNICATIONS

 

Shareholders and interested parties may contact any of the Company’s directors, including the Chairman, the non-management directors as a group, the chair of any committee of the Board of Directors or any committee of the Board by writing them as follows:

 

Manchester United plc

Sir Matt Busby Way, Old Trafford,

Manchester, England, M16 0RA
Attn: Investor Relations

 

Concerns relating to accounting, internal controls or auditing matters should be communicated to the Company through the Corporate Secretary and will be handled in accordance with the procedures established by the Audit Committee with respect to such matters.

 

OTHER MATTERS

 

Our Board of Directors has no knowledge of any other matters to be presented at the Annual General Meeting other than those described herein. If any other business properly comes before the shareholders at the Annual General Meeting, however, it is intended that the proxy holders will vote on such matters in accordance with their discretion.

 

ADDITIONAL INFORMATION

 

Copies of the 2014 Annual Report, which includes audited financial statements, are being provided to shareholders of the Company with this Proxy Statement.

 

YOUR VOTE IS IMPORTANT. OUR BOARD OF DIRECTORS URGES YOU TO VOTE VIA INTERNET, TELEPHONE OR BY MARKING, DATING, SIGNING AND RETURNING A PROXY CARD.

 

Manchester, United Kingdom

April 10, 2015

 

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Exhibit 99.2

0 14475 MANCHESTER UNITED PLC Proxy for annual General meeting of shareholders on may 11, 2015 solicited on Behalf of the Board of directors The undersigned hereby appoints Edward Woodward, Mitchell Nusbaum and Christopher Rodi, and each of them, with full power of substitution and power to act alone, as proxies to vote all the Common Shares which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Shareholders of Manchester United PLC, to be held May 11, 2015 at 4:30 PM ET, in the offices of Latham & Watkins, LLP, located at 555 11th St., NW #1000, Washington DC, and at any adjournments or postponements thereof, as follows: (continued and to be signed on the reverse side.) 1.1

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF MANCHESTER UNITED PLC May 11, 2015 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/17755/ Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. Election of Directors: O E. James Harris Class II director O John W. Burton Class II director O Aubrey B. Smith, Jr. Class II director O David E. Browne Class II director FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES IN THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. --- 00033333333333300000 6 051115 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. 1. Election of Directors: Avram Glazer Joel Glazer Edward Woodward Richard Arnold Jamieson Reigle Kevin Glazer Bryan Glazer Darcie Glazer Kassewitz Edward Glazer Robert Leitão Manu Sawhney John Hooks FOR AGAINST ABSTAIN

 

Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. Election of Directors: O E. James Harris Class II director O John W. Burton Class II director O Aubrey B. Smith, Jr. Class II director O David E. Browne Class II director 1. Election of Directors: Avram Glazer Joel Glazer Edward Woodward Richard Arnold Jamieson Reigle Kevin Glazer Bryan Glazer Darcie Glazer Kassewitz Edward Glazer Robert Leitão Manu Sawhney John Hooks FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 NOMINEES: ANNUAL GENERAL MEETING OF SHAREHOLDERS OF MANCHESTER UNITED PLC May 11, 2015 INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from outside the United States from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. mail - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. PROXY VOTING INSTRUCTIONS Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 00033333333333300000 6 051115 COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/17755/ FOR AGAINST ABSTAIN

 

ominee #13 1. Election of Directors: Avram Glazer Joel Glazer Edward Woodward Richard Arnold Jamieson Reigle Kevin Glazer Bryan Glazer Darcie Glazer Kassewitz Edward Glazer Robert Leitão Manu Sawhney John Hooks Important Notice of Availability of Proxy Materials for the Annual General Meeting of Shareholders of MANCHESTER UNITED PLC To Be Held On: May 11, 2015 at 4:30 PM ET in the offices of Latham & Watkins LLP, 555 11th St. Nw #1000, Washington DC, USA This communication presents only an overview of the more complete proxy materials that are available to you on the internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. there is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before May 1, 2015. Please visit http://www.astproxyportal.com/ast/17755/, where the following materials are available for view: • Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report TO REQUEST MATERIAL: Telephone: 888-Proxy-NA (888-776-9962) or 718-921-8562 (for international callers) E-MAIL: [e-mail] WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp TO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time on the day before the meeting date. IN PERSON: You may vote your shares in person by attending the Annual General Meeting. TELEPHONE: Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from outside the United States from any touch-tone telephone and follow the instructions. MAIL: You may request a card by following the instructions above. COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER John Smith 1234 Main Street aPt. 203 New York, NY 10038 Please note that you cannot use this notice to vote by mail.