tm2333644-2_sctot_DIV_04-exhibita1b - none

DESCRIPTION OF CLASS A SHARES SURRENDERED

Certificated Class A Shares**

Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s)
appear(s) on certificate(s)) (Attach additional
signed list if necessary)

Certificate Number(s)*

Total Number
of Class A
Shares
Represented
by
Certificate(s)*

Number of
Class A
Shares
Surrendered**

Book Entry
Shares
Surrendered

Total Class A Shares

Need not be completed by book-entry shareholders.

Unless otherwise indicated, it will be assumed that all Class A Shares represented by certificates described above are being surrendered hereby.

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary (as defined below). You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guaranteed, if required, and complete and sign the Internal Revenue Service (the “IRS”) Form W-9 included in this Letter of Transmittal, if the shareholder is a United States person. Shareholders who are not United States persons should submit a properly completed and signed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or other appropriate IRS Form W-8. Failure to provide the information on IRS Form W-9 or an appropriate IRS Form W-8, as applicable, may subject you to United States federal income tax backup withholding on any payments made to you pursuant to the Offer (as defined below). The instructions set forth in this Letter of Transmittal should be read carefully before you tender any of your Class A Shares (as defined below) in the Offer.

This Letter of Transmittal is being delivered to you in connection with the offer by Trawlers Limited (“Purchaser”), a company limited by shares incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe, a natural person (an “Offeror” and together with the Purchaser, the “Offerors”), to purchase up to 13,237,834 Class A ordinary shares (the “Offer Cap”), par value $0.0005 per share (“Class A Shares”), of Manchester United plc (the “Company”), a Cayman Islands exempted company, which, based on information provided by the Company, represents 25.0% of the issued and outstanding Class A Shares as of the close of business on December 22, 2023, rounded up to the nearest whole Class A Share, at a price of $33.00 per Class A Share, in cash, without interest thereon, less any required tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of the date hereof (together with any amendments or supplements hereto, the “Offer to Purchase”) and in this related Letter of Transmittal, dated as of the date hereof (together with any amendments or supplements thereto, this “Letter of Transmittal”) (which, as they may be amended, supplemented, or otherwise modified from time to time, together constitute the “Offer”). The Offer will expire at one minute after 11:59 p.m. Eastern Time on February 13, 2024 (the “Expiration Time”), unless Purchaser has extended the Offer in accordance with the terms of the Offer, in which event the term “Expiration Time” will mean the time to which the initial expiration time of the Offer is so extended.

The Offer is being made to all holders of the Class A Shares. The Offerors are not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, “blue sky” or other valid laws of such jurisdiction. If the Offerors become aware of any U.S. state in which the making of the Offer or the acceptance of Class A Shares pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to a U.S. state statute, the Offerors will make a good faith effort to comply with any such law. If, after such good faith effort, the Offerors cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Class A Shares in such state. In any jurisdictions where applicable laws require the Offer to be made by a

licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Offerors by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Offerors.

This Letter of Transmittal is to be used by holders of Class A Shares of the Company if certificates (“Certificates”) for Class A Shares are to be forwarded herewith or, unless an Agent’s Message (as defined in Section 3 of the Offer to Purchase) is utilized, if delivery of Class A Shares is to be made by book-entry transfer to an account maintained by Computershare Trust Company, N.A. at The Depository Trust Company (“DTC”) (as described in Section 2 of the Offer to Purchase and pursuant to the procedures set forth in Section 3 thereof).

There will be no guaranteed delivery process available to tender Class A Shares.

Additional Information if Certificates That Have Been Lost, Destroyed, Stolen or Mutilated, Are Being Delivered by Book-Entry Transfer.

If Certificates you are tendering with this Letter of Transmittal have been lost, stolen, destroyed or mutilated, you should contact Computershare Investor Services in its capacity as transfer agent (the “Transfer Agent”), toll-free at +1 (800) 736 3001 regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.

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CHECK HERE IF TENDERED CLASS A SHARES ARE BEING DELIVERED HEREWITH.

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CHECK HERE IF YOU HAVE LOST YOUR CERTIFICATE(S) AND REQUIRE ASSISTANCE IN OBTAINING REPLACEMENT CERTIFICATE(S). BY CHECKING THIS BOX, YOU UNDERSTAND THAT YOU MUST CONTACT COMPUTERSHARE INVESTOR SERVICES TO OBTAIN INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 11.

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CHECK HERE IF TENDERED CLASS A SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (NOTE THAT ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN THE SYSTEM OF DTC MAY DELIVER CLASS A SHARES BY BOOK-ENTRY TRANSFER):

	Name of Tendering Institution:
	DTC Participant Number:
	Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Trawlers Limited (“Purchaser”), a company limited by shares incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe, a natural person (an “Offeror” and together with the Purchaser, the “Offerors”), the above described Class A ordinary shares, par value $0.0005 per share (“Class A Shares”), of Manchester United plc, a Cayman Islands exempted company (the “Company”), pursuant to the Offerors’ offer to purchase up to 13,237,834 Class A Shares (the “Offer Cap”), which, based on information provided by the Company, represents 25.0% of the issued and outstanding Class A Shares as of the commencement of the Offer, rounded up to the nearest whole Class A Share, at a price of $33.00 per Class A Share, in cash, without interest thereon, less any required tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of the date hereof (the “Offer to Purchase”), and in this related Letter of Transmittal, dated as of the date hereof (the “Letter of Transmittal”) (which, as they may be amended, supplemented, or otherwise modified from time to time, together constitute the “Offer”). The Offer will expire at one minute after 11:59 p.m. Eastern Time on February 13, 2024 (the “Expiration Time”), unless Purchaser has extended the Offer in accordance with the terms of the Offer, in which event the term “Expiration Time” will mean the time to which the initial expiration time of the Offer is so extended.

The undersigned understand that in the event that Class A Shares representing more than the Offer Cap are validly tendered (and not validly withdrawn as described in Section 4 of the Offer to Purchase) prior to the Expiration Time, Purchaser will purchase a number of Class A Shares equal to the Offer Cap on a pro rata basis based on the number of Class A Shares validly tendered (and not validly withdrawn) prior to the Expiration Time. In doing so, Purchaser will determine the number of Class A Shares validly tendered (and not validly withdrawn) by each tendering shareholder and apply a proration factor to determine the number of tendered Class A Shares Purchaser will purchase from each tendering shareholder. The proration factor will equal a number of Class A Shares equal to the Offer Cap, divided by the number of Class A Shares that were validly tendered (and not validly withdrawn) (with any resulting fractional Class A Shares rounded to the nearest whole Class A Share). If proration of tendered Class A Shares is required, because of the difficulty of determining the number of Class A Shares validly tendered (and not validly withdrawn) prior to the expiration of the Offer, we do not expect to be able to announce the final results of the proration or pay for any Class A Shares until up to five New York Stock Exchange trading days after the Expiration Time. See Section 1 of the Offer to Purchase.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment and purchase of Class A Shares validly tendered herewith (and not validly withdrawn) on or prior to the Expiration Time in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and interest in and to all of the Class A Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Class A Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Purchaser the true and lawful agent and attorney-in-fact of the undersigned with respect to such Class A Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest in the Class A Shares tendered by this Letter of Transmittal), to: (i) deliver Certificates for such Class A Shares (and any and all Distributions) or transfer ownership of such Class A Shares (and any and all Distributions) on the account books maintained by The Depository Trust Company (“DTC”) or otherwise held in book-entry form, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser; (ii) present such Class A Shares (and any and all Distributions) for transfer on the books of the Company; and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Class A Shares (and any and all Distributions), all in accordance with the terms and subject to the conditions of the Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message, as defined in Section 3 of the Offer to Purchase), effective as of the Offer Acceptance Time, the undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution to: (i) vote at any annual or extraordinary general

meeting of the Company shareholders occurring after the Offer Acceptance Time (as defined in Section 1 of the Offer to Purchase) or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to; (ii) execute any written consent concerning any matter referred to in clause (i) as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to; and (iii) otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all of the Class A Shares (and any and all Distributions) validly tendered hereby and accepted for payment and purchase by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Class A Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable as of the effectiveness thereof and are granted in consideration of the acceptance for payment and purchase of such Class A Shares in accordance with the terms of the Offer. Such acceptance for payment and purchase shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Class A Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for the Class A Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment and purchase of such Class A Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights with respect to such Class A Shares (and any and all Distributions), including voting at any meeting of the Company shareholders. The power of attorney granted by the undersigned pursuant to this Letter of Transmittal shall be governed by, and construed in accordance with, the laws of the state of New York.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all of the Class A Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment and purchase by Purchaser, Purchaser will acquire good and unencumbered title to such Class A Shares (and such Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Class A Shares, or the Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Class A Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by Computershare Trust Company, N.A. (the “Depositary”) or the Offerors to be necessary or desirable to complete the sale, assignment and transfer of the Class A Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of any and all of the Class A Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Class A Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned hereby acknowledges that delivery of any Certificate shall be effected, and risk of loss and title to such Certificate shall pass, only upon the proper delivery of such Certificate to the Depositary.

The undersigned understands that the valid tender of Class A Shares pursuant to any of the procedures described in the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. Purchaser’s acceptance of such Class A Shares for payment will constitute a binding agreement between the undersigned and the Offerors upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of such extension or amendment). The undersigned recognizes that under certain circumstances set forth in the Offer, Purchaser may not be required to accept for payment and purchase any Class A Shares tendered hereby.

The undersigned agrees, to the extent applicable, to ratify, accept and approve, in connection with all Class A Shares held, each and every act or thing that has been done or effected, or may be done or effected,

by the Offerors, the Sellers or the Company, or any of their directors, officers, employees or agents in respect to the Offer, the Amended Articles and the transactions. The undersigned undertakes, represents and warrants that if any provision of this Letter of Transmittal shall be unenforceable or invalid or shall not operate so as to afford the Offerors or the Depositary or their respective agents the benefit of the authority expressed to be given in this Letter of Transmittal, the undersigned shall, with all practicable speed, do all such acts and actions and execute all such documents as may be required to enable the Offerors or the Receiving Agent to secure the full benefits of this Letter of Transmittal.

Unless otherwise indicated under “Special Payment Instructions,” a check will be issued for the purchase price of all Class A Shares purchased and, if appropriate, Certificates not tendered or accepted for payment and purchase in the name(s) of the registered holder(s) appearing above under “Description of Class A Shares Tendered” will be returned. Similarly, unless otherwise indicated under “Special Delivery Instructions,” the check for the purchase price of all Class A Shares purchased will be mailed and, if appropriate, any Certificates not tendered or not accepted for payment and purchase (and any accompanying documents, as appropriate) will be returned to the address(es) of the registered holder(s) appearing above under “Description of Class A Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, the check for the purchase price of all Class A Shares accepted for payment and purchase will be issued and, if appropriate, any Certificates not tendered or not accepted for payment and purchase (and any accompanying documents, as appropriate) will be returned in the name(s) of, and deliver such check and, if appropriate, return any Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” any Class A Shares tendered herewith that are not accepted for payment and purchase will be credited by book-entry transfer by crediting the account at DTC designated above. The undersigned recognizes that the Offerors have no obligation, pursuant to the “Special Payment Instructions,” to transfer any Class A Shares from the name of the registered holder thereof if Purchaser does not accept for payment and purchase any of the Class A Shares so tendered.

		SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
		To be completed ONLY if the check for the purchase price of Class A Shares accepted for payment and purchase and/or Certificates not tendered or not accepted for payment and purchase are to be issued in the name of someone other than the undersigned.
		Issue check and/or Certificates to: Name:
					(Please Print)
		Address:

		(Include Zip Code)
		(Taxpayer Identification No. (e.g., Social Security No.)) (Also complete, as appropriate, IRS Form W-9 included below)

		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
		To be completed ONLY if the check for the purchase price of Class A Shares accepted for payment and purchase and/or Certificates evidencing Class A Shares not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above.
		Mail check and/or Certificates to:
		Name:
		(Please Print)
		Address:

		(Include Zip Code)

IMPORTANT
SHAREHOLDERS: YOU MUST SIGN BELOW
(U.S. Holders: Please complete and return the IRS Form W-9 included below)
(Non-U.S. Holders: Please obtain, complete and return appropriate IRS Form W-8)

(Signature(s) of Holder(s) of Class A Shares)

By:

Dated:

Name(s):

(Please Print)

Capacity (Full Title) (See Instruction 5):

Address:

(Include Zip Code)

Area Code and Telephone No.:

Tax Identification No. (e.g., Social Security No.)

(See IRS Form W-9 included below):

(Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by Certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal: (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of Class A Shares) of Class A Shares tendered herewith, unless such registered holder has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal; or (b) if such Class A Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). In all other cases, including those referred to above, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. No alternative, conditional or contingent tenders will be accepted. In order for Class A Shares to be validly tendered pursuant to the Offer, one of the following procedures must be followed:

For Class A Shares represented by share certificates, the Certificates representing tendered Class A Shares, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal before the Expiration Time.

For Class A Shares held in book-entry form, either a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in lieu of this Letter of Transmittal, and any other required documents, must be received by the Depositary at the appropriate address set forth on the front page of this Letter of Transmittal, and such Class A Shares must be delivered according to the book-entry transfer procedures (as set forth in Section 3 of the Offer to Purchase) and a timely confirmation of a book-entry transfer of Class A Shares into the Depositary’s account at DTC (a “Book-Entry Confirmation”) must be received by the Depositary, in each case before the Expiration Time.

The method of delivery of Class A Shares, this Letter of Transmittal, and all other required documents, including delivery through DTC, is at the election and risk of the tendering shareholder. Class A Shares will be deemed delivered (and the risk of loss of Certificates will pass) only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No fractional Class A Shares will be purchased. By executing this Letter of Transmittal, the tendering shareholder waives any right to receive any notice of the acceptance for payment and purchase of Class A Shares.

3. Inadequate Space. If the space provided herein is inadequate, Certificate numbers, the number of Class A Shares represented by such Certificates and/or the number of Class A Shares tendered should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (Not Applicable to Shareholders who Tender by Book-Entry Transfer). If fewer than all the Class A Shares represented by any Certificate delivered to the Depositary are to be tendered, fill in the number of Class A Shares which are to be tendered in the box entitled “Total Number of Class A Shares Tendered.” In such case, a new Certificate for the remainder of the Class A Shares represented by the old Certificate but not accepted for payment and purchase pursuant to the Offer (including as a result of any necessary proration as described in the Offer to Purchase) will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Class A Shares represented by Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Class A Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Certificates without alteration, enlargement or any change whatsoever.

(b) Joint Holders. If any of the Class A Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Certificates. If any of the Class A Shares tendered hereby are registered in different names on different Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Class A Shares tendered hereby, no endorsements of Certificates or separate stock powers are required unless payment of the purchase price is to be made, or Class A Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such Certificates or stock powers must be guaranteed by an Eligible Institution.

(e) Stock Powers. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Class A Shares tendered hereby, Certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the Certificates for such Class A Shares. Signature(s) on any such Certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

(f) Evidence of Fiduciary or Representative Capacity. If this Letter of Transmittal or any Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other legal entity or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted. Proper evidence of authority includes a power of attorney, a letter of testamentary or a letter of appointment.

6. Share Transfer Taxes. Except as otherwise provided in this Instruction 6, Purchaser or any successor entity thereto will pay all share transfer taxes with respect to the transfer and sale of any Class A Shares to it pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include United States federal income taxes or withholding taxes). If, however, consideration is to be paid to, or if Certificate(s) for Class A Shares not tendered or not accepted for payment and purchase are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Certificate(s) for Class A Share(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, Purchaser will not be responsible for any share transfer or other taxes required by reason of the payment to a person other than the registered holder of such Class A Shares (whether imposed on the registered holder(s) or such other person(s) or otherwise) payable on account of the transfer to such other person(s) and no consideration shall be paid in respect of such Class A Share(s) unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

7. Special Payment and Delivery Instructions. If a check is to be issued for the purchase price of any Class A Shares tendered by this Letter of Transmittal in the name of, and, if appropriate, Certificates for Class A Shares not tendered or not accepted for payment and purchase are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

8. Backup Withholding. Under U.S. federal income tax laws, payments made to certain shareholders or other payees pursuant to the Offer by the Depositary may be subject to U.S. backup withholding. To avoid such backup withholding, a tendering shareholder that is a United States person as defined for U.S. federal income tax purposes (a “United States person”), and, if applicable, each other payee that is a United States person, is required to: (a) provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on IRS Form W-9, which is included herein, and to certify, under penalty of perjury, that such number is

correct and that such shareholder or payee is not subject to backup withholding of U.S. federal income tax; or (b) otherwise establish a basis for exemption from backup withholding. In general, if the payee is an individual, the TIN is generally his or her Social Security number. Failure to provide the information on the IRS Form W-9 may subject the tendering shareholder or payee to backup withholding at the applicable rate (currently 24%), and such shareholder or payee may be subject to a penalty imposed by the IRS. See the enclosed IRS Form W-9 and the instructions thereto for additional information.

Certain shareholders or payees (including, among others, corporations) are not subject to backup withholding and other reporting requirements. Exempt shareholders or payees that are United States persons should furnish their TIN, entering the appropriate “exempt payee code” box(es) on the form and sign, date and return the IRS Form W-9 to the Depositary in order to avoid erroneous backup withholding.

A shareholder or other payee that is not a United States person will generally not be subject to backup withholding if the shareholder or other payee: (a) provides the Depositary with a properly completed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or other appropriate IRS Form W-8, signed under penalties of perjury, attesting to such shareholder’s or payee’s foreign status; or (b) otherwise establishes an exemption from backup withholding. An appropriate IRS Form W-8 may be obtained from the Depositary or the IRS website, https://www.irs.gov/forms-instructions by clicking on “List All Current Forms & Instructions.” Each payee that is not a United States person is urged to consult his, her or its tax advisor for more information.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund or credit may be obtained from the IRS if eligibility is established and appropriate procedure is followed. Each payee is encouraged to consult his, her or its tax advisor for further guidance regarding the completion of IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable, to claim exemption from backup withholding, including which version of IRS Form W-8 should be provided to the Depositary.

Failure to complete and return the IRS Form W-9 or the appropriate IRS Form W-8 may result in backup withholding of a portion of any payments made to you pursuant to the merger. United States persons should review the “General Instructions” on the enclosed IRS Form W-9 for additional details.

9. Irregularities. Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding to the fullest extent permitted by law, subject to the rights of holders of Class A Shares to challenge such determination with respect to their Class A Shares in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Class A Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Class A Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of Purchaser or any of its respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in tenders or incur any liability for failure to give any such notice. Subject to applicable law as applied by a court of competent jurisdiction, the terms of the Transaction Agreement and the rights of holders of Class A Shares to challenge such interpretation with respect to their Class A Shares in a court of competent jurisdiction, our interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding.

10. Questions and Requests for Additional Copies. The Information Agent may be contacted at the address and telephone number set forth on the last page of this Letter of Transmittal for questions and/or requests for additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. Such copies will be furnished promptly at Purchaser’s expense.

11. Lost, Stolen, Destroyed or Mutilated Certificates. If any Certificate has been lost, stolen, destroyed or mutilated, the shareholder should promptly notify the Transfer Agent toll-free at +1 (800) 736 3001. The

shareholder will then be instructed as to the steps that must be taken in order to replace such Certificates. You may be required to post a bond to secure against the risk that the Certificate(s) may be subsequently recirculated. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. You are urged to contact the Transfer Agent immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely processing of this documentation. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed, mutilated or stolen Certificates have been followed.

Certificates evidencing tendered Class A Shares, or a Book-Entry Confirmation into the Depositary’s account at DTC, as well as this Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) (if utilized in lieu of this Letter of Transmittal in connection with a book-entry transfer), and any other documents required by this Letter of Transmittal, must be received before the Expiration Time.

	By Mail:			If Delivering via UPS or FedEx:
	Computershare Trust Company, N.A. c/o Voluntary Corp Actions P.O. Box 43011 Providence, RI 02940-3011			Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021

	By Mail:			If Delivering via UPS or FedEx:
	Computershare Trust Company, N.A. c/o Voluntary Corp Actions P.O. Box 43011 Providence, RI 02940-3011			Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021

		The Information Agent for the Offer is:

		1290 Avenue of the Americas, 9th Floor New York, NY 10104
		Shareholders, Banks and Brokers Call : (888) 275-7781 (domestic) (781) 236-4943 (international) Email: manchesterunited@georgeson.com