Based on the three annual financial statement r

Company Registration No. 4250459

ARSENAL HOLDINGS LIMITED

Annual Report and Financial Statements

31 May 2020

ARSENAL HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS 2020

1

CONTENTS PAGE

Group Strategic Report 2

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=ZcVTe`cds KVda`_dZSZ]Zej LeReV^V_e 12

IndepenUV_e :fUZe`csd KVa`ce 13

Consolidated Profit and Loss Account and Statement of Comprehensive Income 16

Balance Sheets 17

Statements of Changes in Equity 18

Consolidated Cash Flow Statement 19

Notes to the Accounts 20

OFFICERS AND PROFESSIONAL ADVISERS

DIRECTORS

E.S. Kroenke J.W. Kroenke T.J. Lewis Lord Harris of Peckham

COMPANY SECRETARY

D. Miles

COMPANY NUMBER

4250459

REGISTERED OFFICE

Highbury House 75 Drayton Park London N5 1BU

AUDITOR

Deloitte LLP Statutory Auditor London United Kingdom

ARSENAL HOLDINGS LIMITED STRATEGIC REPORT

2

The directors present their strategic report for the year ended 31 May 2020.

Principal Activity and Strategy

The principal activity of the Group is that of a professional football club playing in the Premier League. The Group is also engaged in a number of property developments.

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Impact of COVID-19

The results for the financial year have been materially impacted by the Coronavirus pandemic and the consequent lockdown and suspension of the 2019/20 football season. Matches from the closing part of the 2019/20 season, including the Club winning the FA Cup for a record 14th time, were completed in the next financial year, ending 31 May 2021.

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The impacts of the pandemic have extended into season 2020/21 and are ongoing. Matches continue to be played without fan attendance and consequently the Club is operating without one of its key revenue streams.

Throughout the pandemic, the Group has moved rapidly in making the decisions required to proactively manage and mitigate risk across all areas of its operations and, where possible, to provide appropriate support to its community and stakeholders. Since the year end the Group has refinanced its stadium finance bonds and undertaken a range of cost cutting measures. These steps will ensure the Club is well placed to respond once the situation starts to improve. The financial challenge remains significant, but the Club continues to have options available to it alongside the unwavering support and commitment of its ownership, Kroenke Sports & Entertainment.

Results for the year

The loss for the year after taxation was £47.8 million (2019 o loss of £27.1 million).

Review of the business

The result for the year can be broken down into the following key components:-

2020 £m

2019 £m

Operating profit before player trading 37.1 73.0 Exceptional costs (excluding COVID-19) (10.4) (3.9) Amortisation and impairment of player registrations (113.3) (91.0) Sale of player registrations / Loan of players 63.6 16.8 Property trading profits 0.3 0.3 Net interest costs (13.6) (12.0) Other (17.7) (15.4)

(Loss) before tax (54.0) (32.2)

ARSENAL HOLDINGS LIMITED STRATEGIC REPORT

3

The impact of COVID-19 has been referred to above and is the principal reason for the reduction in operating profits. Football Revenue for the year was £343.5 million (2019 – £394.7 million). Aside from the pandemic, notable changes in income were an increase in commercial revenue from £110.9 million to £142.3 million which was driven by the cV_VhR] `W eYV <]fSsd aRce_VcdYZa hZeY >^ZcReVd R_U eYV deRce `W a new kit partnership with Adidas. Commercial gains were partially offset by lower broadcasting revenues as a consequence of exiting the UEFA Europa League at the Round of 32 (2019 o finalists).

Overall wage costs finished at £234.5 million (2019 – £234.9 million) with underlying growth in player wages offset by cost saving measures in response to COVID-19, including a wage reduction scheme agreed by the First Team players and a waiver of remuneration by the Executive management team.

The exceptional costs incurred of £10.4 million (2019 – £3.9 million) were attributable to a number of changes in the First Team coaching and support personnel.

The total profit on sale of player registrations was £60.1 million (2019 – £12.2 million) and player loans amounted to £3.5 million (2019 – £4.6 million). The players sold included Alex Iwobi to Everton and Krystian Bielik to Derby County. Player trading profits continue to have a significant impact on overall profitability. Average annual profits on sale of player registrations over the last five years, including 2019/20, have been £40.2 million.

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Net interest costs were impacted by a negative movement of £2.5 million (2019 o 0.7 million negative) in the market gR]fV `W eYV @c`fasd LeRUZf^ ?Z_R_TV Znterest rate swap.

Balance Sheet

Following additions to player registrations at a cost of £182.2 million and amortisation charges, the book value of intangible fixed assets (player registrations) was increased to £303.5 million (2019 – £238.2 million). The additions included Nicolas Pépé, Kieran Tierney, William Saliba, Gabriel Martinelli, Pablo Mari and David Luiz.

The year end cash position was significantly impacted by COVID-19 and the exclusion of the normal season ticket renewals process with closing balances of £110.0 million (2019 – £167.0 million). The levels of debtors and creditors were influenced by pandemic related factors and by the <]fSsd transfer activity, both inbound and outbound, with instalments of the transfer fees being payable and receivable over time and mainly over the next two years.

Key performance indicators

Non- financial:

� Premier League 8th place;

� FA Cup winners (competition completed in following financial year) (qualified for UEFA Europa League 2020/21);

� Ticket sales versus capacity (average ticket sales over 21 home games played prior to the first lockdown were 59,254 against 58,943 over 30 home fixtures in the previous season).

Financial

� Cash flow;

� Compliance with applicable financial covenants;

� Revenue;

� Payroll costs;

� Operating profits/EBITDA (before player trading);

� Player trading (acquisitions/sales);

� Property profits;

� Compliance with applicable financial regulations including UEFA Financial Fair Play (FFP).

Quantitative disclosures in respect of financial key performance indicators are included in the financial statements.

ARSENAL HOLDINGS LIMITED STRATEGIC REPORT

4

Risks and uncertainties

There are a number of a`eV_eZR] cZdd R_U f_TVceRZ_eZVd hYZTY T`f]U YRgV R ^ReVcZR] Z^aRTe `_ eYV @c`fasd ]`_X-term performance. The Board meets regularly during the year, either by telephone or on a face to face basis, and monitors these risks on a continual basis. In addition, the management of day to day operational risk is delegated to the Group Executive management team.

The key business risks and uncertainties affecting the Group are considered to relate to:

� The impacts of COVID-/7 `_ eYV <]fSsd cVgV_fVd* `aVcReZ`_d R_U cash flows;

� the performance and popularity of the first team;

� the recruitment and retention of key employees;

� the rules and regulations of the applicable football governing bodies;

� the negotiation and pricing of broadcasting contracts;

� the rates of UK taxation applicable to the Group and its key employees; and

� the renewal of key commercial agreements on similar or improved terms.

MYV @c`fasd Z_T`^V Zd RWWVTeVU Sj eYV aVcW`c^R_TV R_U a`af]RcZej `W eYV WZcde eVR^ R_U dZX_ZWZTR_e d`fcTVd `W cVgV_fV are derived from strong performances in the Premier League and UEFA European competitions. The Group seeks to maintain playing success by continually investing in the development of its playing squad and it enters into employment contracts with each of its key personnel with a view to securing their services for the term of the contract. However, the Group operates in a highly competitive market in both domestic and European competition and retention of personnel cannot be guaranteed. In addition, the activitied `W eYV @c`fasd ^RZ_ T`^aVeZe`cd TR_ UVeVc^Z_V ecV_Ud in the market rates for transfers and wages that the Group may be required to follow in order to maintain the strength of its first team squad.

The Club is regulated by the rules of the FA, Premier League, UEFA and FIFA. Any change to FA, Premier League, UEFA and FIFA regulations in the future could have an impact on the Group as the regulations cover areas such as: the format of competitions, FFP, the division of broadcasting income, the eligibility of players and the operation of the transfer market.

The Group monitors its compliance with all applicable rules and regulations on a continuous basis and also monitors and considers the impact of any potential changes.

Broadcasting and certain other revenues are derived from contracts which are currently centrally negotiated by the Premier League and, in respect of European competition, by UEFA; the Group does not have any direct influence, alone, on the outcome of the relevant contract negotiations. The Premier League has secured TV rights sales for the three year cycle, ending season 2021/22, with certain overseas rights already secured for a longer term.

The Group derives a material amount of revenue from sponsorship and other commercial relationships. The underlying commercial agreements have finite terms and, whilst the Group fully expects that the global appeal of its brand will allow its commercial revenues to grow in the medium term, the renewal of existing contracts and / or acquisition of new partnerships cannot be guaranteed.

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ARSENAL HOLDINGS LIMITED STRATEGIC REPORT

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Section 172 Statement

Section 172 of the Companies Act 2006 requires the Directors to take into consideration the interests of all stakeholders in promoting the success of the Company and the Group and, in so doing, to have regard to a range of matters, including:

� the long-term consequences;

� the interests of employees;

� eYV Z_eVcVded `W `eYVc Vj deRVY`]UVcd 'Z_T]fUZ_X eYV <]fSsd dfaa`ceVcd(9

� the impact on the community and the environment; and

� the desirability of maintaining a reputation for high standards of business conduct.

Everyone at Arsenal recognises their responsibility as custodians of the Club, to uphold its traditions and values.

Supporters

Our fans are the lifeblood of the Club and we are grateful for their unrelenting, faithful support even more so whilst we play behind closed doors. Despite the challenging circumstances, we are committed to maintaining an open UZR]`XfV hZeY `fc dfaa`ceVcd, MYZd T`^Vd e` ]ZWV eYc`fXY `fc :cdV_R] ?R_ds ?`cf^ hYZTY hV Y`]U eYcVV eZ^Vd R jVRc* enabling fans to put questions to and discuss key issues with our Chief Executive and other senior Club officials. In addition, we keep in regular contact with our supporters through our membership schemes and our network of 185 dfaa`ceVcds T]fSd Rc`f_U eYV h`c]U,

Employees

Our staff are one of our key priorities and the Group has in place a broad suite of policies and programmes which promote the health and safety and the mental health and wellbeing of our employees.

� We ensure equality and fairness in opportunity, pay and promotion decisions and publish our Gender Pay Gap report annually.

� We pay at least the London Living Wage hourly rate of pay to all employees and encourage our third-party suppliers to adopt the same approach to ensure we remain an employer of choice.

In response to the pandemic, we acted swiftly and efficiently to close operational sites to protect our staff, players and community participants and adapt our operations so the majority of our people could operate remotely.

� We have launched a number of initiatives to support our employees, including: value added healthcare services with access to GPs online, a buddy system, mental health first aiders and access to various wellbeing resources.

� Despite reviewing and evaluating the CJRS/JSS schemes offered by the Government, we decided we would not use the schemes and instead used Club funds to protect jobs for as long as possible. We made discretionary payments to our matchday and non-match-day casual workers during the first two lockdown periods in recognition of their contribution and value to the Club.

� We have established a Hardship Fund to support our people who may have found themselves in extreme financial difficulties caused by COVID-19.

Equality, Diversity, and Inclusion

Ensuring equality and diversity is at the heart of Arsenal is a priority. We endeavour to ensure that everyone associated with the Club o employees, fans, our local community and the wider Arsenal family – feels an equal sense of belonging and can interact with the Club in a manner which is fair and free from any form of discrimination.

ARSENAL HOLDINGS LIMITED STRATEGIC REPORT

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Arsenal in the Community

MYV <]fSsd T`^^Ze^V_e e` Zed ]`TR] R_U X]`SR] T`^^f_Zej Zd TYR__V]]VU eYc`fXY eYV :cdV_R] ?`f_UReZ`_ R_U eYc`fXY Arsenal in the Community.

The Arsenal in the Community team delivers sport, social and education programmes to over 5,000 individuals each week o helping to positively change lives of people in our local and global communities.

The Arsenal Foundation supports a wide range of charitable initiatives both locally and across the world. It has a well- established partnership with Save the Children which has delivered large scale infrastructure and support projects through its Coaching for Life scheme.

The pandemic has seen a change from our usual face-to-face delivery, but the Club has continued to provide significant support, including:

� The Arsenal Foundation pledging additional support to local charities;

� Club cars were made available to transport frontline NHS staff, driven by Arsenal staff volunteers;

� PV UZXZeR]ZdVU :cdV_R] Z_ eYV <`^^f_Zejsd RTRUV^ZT cVd`fcTVd R_U ac`gZUVU eYV^ WcVV `W TYRcXV `_]Z_V e` support home schooling; and

� We partnered with HIS Church charity to begin our year-long campaign to deliver half a million free meals to the most vulnerable in our local community.

Sustaining our game

We are firmly committed to operating in a green and sustainable manner and we take our responsibility extremely seriously for the benefit of future generations.

In November 2019 we were named top of the Premier League sustainability table in a report compiled by the BBC and the United Nations backed Sport Positive Summit. This was based on research carried out in eight key categories:

� clean energy

� energy efficiency

� sustainable transport

� single-use plastic reduction or removal

� waste management

� water efficiency

� plant-based or low-carbon food options

� communications or engagement

In February 2020, through a reusable cup scheme in partnership with our Official Beer Partner, Camden Town Brewery, we passed the milestone of saving half a million plastic cups from landfill.

Streamlined Energy and Carbon Reporting (SECR)

The SECR disclosure presents eYV @c`fasd carbon footprint within the United Kingdom for Scope 1, 2 and 3 emissions based on SECR Legislation, an appropriate intensity metric and the total energy use of electricity, gas and transport fuel for the year ended 31 May 2020. This is the first year that SECR has applied and comparative data is not available.

ARSENAL HOLDINGS LIMITED STRATEGIC REPORT

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Energy consumption used to calculate emissions (kWh) 19,773,528

Emissions from combustion of gas tCO2e (Scope 1) 1,601

Emissions from combustion of fuel for transport purposes tCO2e (Scope 1)

0

Emissions from business travel in rental cars or employee- owned vehicles where company is responsible for purchasing the fuel tCO2e (Scope 3)

19

Emissions from purchased electricity tCO2e (Scope 2, location- based)

2,807

Total gross tCO2e based on above 4,427

Intensity ratio (tCO2e/£M Turnover) 12.7474

The Group continues to achieve direct savings in energy and associated carbon emissions, through operational and technological improvements, including:

� Being 100% powered from renewable sources via Octopus Energy;

� LED lighting upgrades;

� Increasing investment in training staff about energy efficiency;

� Continuous monitoring and central control of heating, ventilation and air conditioning; and

� Implementation of a new enterprise-level software application providing quality assurance and data capture capabilities into one energy and carbon management solution.

Commercial Partners

We recognise that positive relationships with commercial partners is essential for the continued growth aspirations of the club. We work hard to ensure that we partner with organisations that reflect our values and beliefs and together with our partners, we have continued to push the boundaries to ensure we entertain our fanbase and commit to socially responsible initiatives that promote strong and mutually beneficial relationships.

Suppliers

The Club recognises the importance of its suppliers and has many longstanding contractual relationships in place. The Club monitors its payments to suppliers on a continual basis and seeks to ensure it complies with applicable contractual terms.

Business Conduct

The Group has appropriate policies in place to manage its obligations with regard to employment law and employee matters, environmental issues, anti-corruption / anti-bribery and social matters (including modern slavery and human rights), but does not consider that these are areas of significant strategic risk to its operations.

The Group is committed to paying the right amount of taxes, in the right place, at the right time in accordance with applicable tax laws and regulations. The tax contribution paid by the Group and by its players is substantial and transparent.

ARSENAL HOLDINGS LIMITED STRATEGIC REPORT

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Future developments

The 2020/21 season is ongoing and the Club is competing to finish the season as strongly as possible in both the Premier League and UEFA Europa League. The ongoing impacts of the pandemic have been referred to above.

Approved by the Board of Directors and signed on behalf of the Board.

D Miles Company Secretary 26 February 2021

ARSENAL HOLDINGS LIMITED 9>G:8IDGHh G:EDGI

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The Directors present their annual report and the audited financial statements for the year ended 31 May 2020.

Principal activities

The principal activity of the Group is that of a professional football club playing in the Premier League. The Group is also engaged in a number of property developments.

Profits and dividends

The results for the year are set out on page 16. The Directors do not recommend the payment of a dividend for the year (2019 – £Nil).

Financial risk management

The Group manages its capital to ensure that the Group will be able to continue as a going concern. The Directors cVgZVh WZ_R_TZR] cVa`ced `_ R cVXf]Rc SRdZd R_U eYV @c`fasd finance team monitor working capital and liquidity on a continuous basis. The natucV `W eYV @c`fasd RTeZgZeZVd ^VR_ eYRe eYV ^`de dZX_ZWZTR_e RcVRd `W WZ_Rncial risk relate to cash flow, credit, currency and interest rates. The Group uses financial derivatives, in line with policies approved by the Board, to manage these risks. The Group does not use financial derivatives for speculative purposes.

The Group addresses cash flow risk by carefully managing its working capital inflows and outflows. Forward looking forecasts are prepared, reviewed on a regular basis and subjected to appropriate stress testing.

The Group enters into a number of transactions, relating mainly to its participation in European competition and player transfers, which create exposure to movements in foreign exchange. The Group monitors this foreign exchange exposure on a continuous basis and will usually hedge any significant exposure in its currency receivables and payables.

The Group monitors its compliance with the applicable terms of its debt finance arrangements on a continuous basis and regularly reviews its forecast cash flow to ensure that it holds an appropriate level of bank funds at all times.

Credit checks and other appropriate financial due diligence are performed prior to the Group entering into new material contracts.

The Club continues to be fully compliant with the Financial Fair Play regulations put in place by UEFA and the Premier League including the amendments to those rules put in place to mitigate the impacts of the pandemic.

Going concern

The Directors have given careful consideration to the sufficiency of the financial resources which have been confirmed as available to the Group through loan funding from its ultimate parent company, both now and as required to finance the business for the foreseeable future, together with available bank and other loans and cash balances. On this basis the Directors have a reasonable expectation that the Group and the Company will have adequate financial resources and, accordingly, they continue to adopt the going concern basis in preparing the annual financial statements.

@

Events after the Balance Sheet Date

Details of significant events since the balance sheet date are included in note 26 to the financial statements.

Future developments

Details of future developments can be found in the Strategic Report.

ARSENAL HOLDINGS LIMITED 9>G:8IDGHh G:EDGI

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Directors

The directors of the company, all of whom served throughout the year unless where stated otherwise, are set out below:

E.S. Kroenke J.W. Kroenke T.J. Lewis (appointed 18 June 2020) Lord Harris of Peckham

In addition, Sir Chips Keswick served as a director and Chairman until the date of his retirement on 15 May 2020 and K.J. Friar served as a director until the date of his retirement on 31 August 2020. On his retirement, K.J. Friar was appointed Honorary Life President in recognition of his seventy years service to the Club.

9V_RPa_`h >[QRZ[VaVR`

The Group has made qualifying third party indemnity provisions for the benefit of its directors, which were made during the year and remain in force at the date of this report.

Employee Consultation

Within the bounds of commercial confidentiality, the Group endeavours to keep staff at all levels informed of matters that affect the progress of the Group and are of interest to them as employees. The Group has a Staff Forum, which meets on a regular basis, with representation from across the Club, ensuring that staff are consulted regularly on a wide range of matters which affect their current and future interests.

Equality and Diversity

MYV @c`fasd RZ^ Zd e` V_dure that equality and diversity is at the heart of Arsenal as a priority. This objective is pursued under the banner of Arsenal for Everyone, an initiative launched in 2008 as a celebration of the diversity of the Arsenal family. We endeavour to ensure that everyone associated with the Club o employees, fans, local community and the wider Arsenal family – feels an equal sense of belonging and can interact with the Club in a manner which is fair and free from any form of discrimination.

Disabled Employees

Disabled persons are given full and fair consideration for all types of vacancy in as much as the opportunities available are constrained by the practical limitations of the disability. Should, for whatever reason, an employee of the Group become disabled whilst in employment, every step, where appropriate will be taken to assist with rehabilitation and suitable retraining. It is Group policy that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. The Club has had Disability Confident Leader status since November 2017.

ARSENAL HOLDINGS LIMITED 9>G:8IDGHh G:EDGI

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Auditors

In the case of each of the persons who are directors of the Company at the date when this report was approved:

� So far as each of the directors is aware, there is no relevant audit information `W hYZTY eYV <`^aR_jsd RfUZe`c Zd unaware; and

� Each of the directors has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establisY eYRe eYV <`^aR_jsd RfUZe`c Zd RhRcV `W eYRe Z_W`c^ReZ`_,

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

The auditor, Deloitte LLP, is deemed to be reappointed pursuant to Section 487 of the Companies Act 2006.

Approved by the Board of Directors and signed on behalf of the Board

D Miles Company Secretary 26 February 2021

Registered office: Highbury House 75 Drayton Park London N5 1BU

ARSENAL HOLDINGS LIMITED

DIRECTDGHh G:HEDCH>7>A>IM HI6I:B:CI

12

9V_RPa_`h _R`][`VOVYVaVR` `aNaRZR[a

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS /.0 pMYV ?Z_R_TZR] KVa`ceZ_X LeR_URcU Raa]ZTRS]V Z_ eYV ND R_U KVafS]ZT `W BcV]R_Uq, N_UVc T`^aR_j ]Rh eYV Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:

� select suitable accounting policies and then apply them consistently;

� make judgements and accounting estimates that are reasonable and prudent;

� state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

� prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the <`^aR_j R_U eYV @c`fasd ecR_dRTeZ`_d R_U UZdT]`dV hZeY cVRd`_RS]V RTTfcRTj Re R_j eZ^V eYV WZ_R_TZR] a`dZeZ`_ `W eYV Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ARSENAL HOLDINGS LIMITED

13

INDEPENDENT AUDITORhS REPORT TO THE MEMBERS OF ARSENAL HOLDINGS LIMITED

Report on the audit of the financial statements

Opinion In our opinion the financial statements of Arsenal Holdings Limited (the raRcV_e T`^aR_js( R_U Zed dfSdZUZRcZVd 'eYV rXc`fas(8

� XZgV R ecfV R_U WRZc gZVh `W eYV deReV `W eYV Xc`fasd R_U `W eYV aRcV_e T`^aR_jsd RWWRZcd Rd Re 1/ FRj 0.20 R_U `W eYV Xc`fasd loss for the year then ended;

� have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, Z_T]fUZ_X ?Z_R_TZR] KVa`ceZ_X LeR_URcU /.0 pMYV ?Z_R_TZR] KVa`ceZ_X LeR_URcU Raa]ZTRS]V Z_ eYV ND R_U KVafS]ZT `W BcV]R_Uq9 R_U

� have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise: � the consolidated profit and loss account; � the consolidated statement of comprehensive income; � the consolidated and parent company balance sheets; � the consolidated and parent company statements of changes in equity; � the consolidated cash flow statement; � the related notes 1 to 27.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial ReporeZ_X LeR_URcU /.0 pMYV ?Z_R_TZR] KVa`ceZ_X LeR_URcU Raa]ZTRS]V Z_ eYV ND R_U KVafS]ZT `W BcV]R_Uq 'N_ZeVU DZ_XU`^ @V_VcR]]j :TTVaeVU :TT`f_eZ_X IcRTeZTV(,

Basis for opinion We conducted our audit in accordance

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