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Aston Martin Lagonda Global Holdings PLC

AGM Information May 27, 2022

5357_dva_2022-05-27_fd11e60a-f085-4d5e-ac89-822243f2a40b.pdf

AGM Information

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PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

ASTON MARTIN LAGONDA GLOBAL HOLDINGS PLC

("the Company")

Resolutions passed on 25 May 2022

At the Annual General Meeting of the Company duly convened and held at the offices of Freshfields, Bruckhaus, Deringer LLP 100 Bishopsgate, London EC2P 2SR on 25 May 2022 at 10.00 a.m, the following resolutions were duly passed resolution 18 as an ordinary resolution and resolutions 19, 20, 21 and 22 as special resolutions, as set out in the Notice of Annual General Meeting 2022 dated 25 April 2022:

ORDINARY RESOLUTION

Resolution 18 - Directors' Authority to Allot Shares

That the Directors be hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the"Act") to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

  • i. up to an aggregate nominal amount of £3,881,983; and
  • ii. comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £7,763,966 (including within such limit any shares issued or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue to:
    • a. holders of ordinary shares of £0.10 each in the capital of the Company ("Ordinary Shares") in proportion (as nearly as may be practicable) to their existing holdings; and
    • b. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may imits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory, or any matter whatsoever,

provided that this authority shall apply until the conclusion of the Company's annual general meeting to be held in 2023 (or, if earlier, 24 August 2023), but in each case, so that the Company may make offers or enter into any agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority expires and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

Resolution 19 - Directors' Authority to Disapply Pre-Emption Rights

That, subject to the passing of Resolution 18, the Directors be hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of the Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as

treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that the power shall be limited to:

  • i. the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under Resolution 18(ii), by way of a rights issue only) to:
    • a. holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings; and
    • b. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may imits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory, or any matter whatsoever; and

ii. in the case of the authority granted under Resolution 18(i), the allotment (otherwise than under paragraph (i) above) of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £581,133, being approximately 4.99% of the Company's issued share capital as at 22 April 2022 (being the latest practicable date prior to the publication of this Notice).

Such power shall apply until the conclusion of the AGM to be held in 2023 (or, if earlier, 24 August 2023) but, during this period, the Company may make offers and enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends, and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Resolution 20 - Additional Authority to Disapply Pre-Emption Rights

That, subject to the passing of Resolution 18 and in addition to the power granted to them under Resolution 19, the Directors be hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of the Act) for cash, pursuant to the authority conferred by Resolution 18(i) as if section 561 of the Act did not apply to the allotment, provided that the power shall:

  • i. in the case of the authority granted under Resolution 18(i):
    • a. be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £581,133; and
    • b. be used only for the purposes of financing (or refinancing, if the power is used within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of the Notice of the AGM (the "PEG Principles"); and
  • ii. apply until the conclusion of the AGM to be held in 2023 (or, if earlier, 24 August 2023) but, during this period, the Company may make offers and enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends, and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Resolution 21 - Authority to Purchase Own Shares

That the Company be hereby generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of Ordinary Shares provided that:

i the maximum number of Ordinary Shares which may be purchased is 11,645,951, being approximately 10.00% of the Company's issued share capital as at 22 April 2022 (being the latest practicable date prior to the publication of this Notice);

  • ii the minimum price (excluding stamp duty and expenses) which may be paid for each such share is £0.10;
  • iii. the maximum price (excluding stamp duty and expenses) which may be paid for each such share is the higher of:
    • a. an amount equal to 5% above the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the relevant share is contracted to be purchased; and
    • b. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent purchase bid for an Ordinary Share on the trading venues . where the purchase is carried out; and
  • iv. the authority hereby conferred shall apply until the conclusion of the Company's AGM to be held in 2023 (or, if earlier, 24 August 2023) (except in relation to the purchase of shares the contracts for which are concluded before such expiry and which are executed wholly or partly after such expiry), unless such authority is renewed prior to such time.

Resolution 22 - Notice of General Meetings

That the Directors be hereby authorised to call general meetings (other than an annual general meeting) on not less than 14 clear days' notice.

RACHAEL HAMBROOK COMPANY SECRETARY

Aston Martin Lagonda Global Holdings plc Registered office: Banbury Road Gaydon Warwick CV35 0DB Registered in England and Wales Registered Number: 11488166

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