Pre-Annual General Meeting Information • Apr 13, 2023
Pre-Annual General Meeting Information
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NOTICE OF ANNUAL GENERAL MEETING 2023
WEDNESDAY 17 MAY 2023 AT 10.30AM THE OFFICES OF FRESHFIELDS BRUCKHAUS DERINGER LLP AT 100 BISHOPSGATE, LONDON EC2P 2SR
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your shares in Aston Martin Lagonda Global Holdings plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
I am pleased to enclose the notice for our Annual General Meeting ("AGM"), to be held at 10.30am on Wednesday 17 May 2023 at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR. The AGM provides an opportunity for you to hear about our operational and financial performance for the 2022 financial year and ask any questions you may have in relation to the resolutions proposed or the 2022 Annual Report.
As set out in our Annual Report, 2022 saw Aston Martin continue to accelerate towards its vision to be the world's most desirable ultra-luxury British performance brand. With continued development of breath-taking products, I believe we are moving towards the strongest product portfolio across the entire ultra-luxury segment. Of course, the last 12 months have not been without their challenges. The geopolitical, macroeconomic and humanitarian events of 2022 have had an impact on all businesses, with Aston Martin no exception. But in Gaydon, St Athan and our other locations across the world, it has also been a year of positive transformational importance for our business and brand. I look to the future with renewed confidence in both our ability to deliver on our vision and the targets we have set.
The Notice of AGM, which follows this letter, sets out the business to be considered at our AGM. An explanation of the business to be conducted at the meeting can be found on pages 4 to 5 but I would like to highlight a few matters below.
Amedeo Felisa became our Chief Executive Officer in May 2022, having been a Non-executive Director of the Company since July 2021. We are very fortunate to benefit from his engineering and product development expertise as we work towards our roadmap to electrification. Also in May, Doug Lafferty became Chief Financial Officer. Doug is incredibly valuable to the Board as we continue to focus on delivering our strategic objectives and financial targets. In October we announced the appointment of Sir Nigel Boardman as an Independent Nonexecutive Director. Sir Nigel's extensive corporate experience makes him a great addition to our Independent Non-executive Directors. Following the completion of our capital raise, in November we announced the appointment of the two Representative Directors for the Public Investment Fund, Ahmed Al-Subaey and Scott Robertson. Their appointments are an important part of our relationship with the Public Investment Fund, our second largest shareholder.
Each Director will seek election or re-election at the AGM with the exception of Antony Sheriff who is stepping down from the Board at the AGM due to his other commitments. Upon Antony's departure from the Board, Sir Nigel Boardman will become our Senior Independent Non-executive Director and Marigay McKee will become a member of the Nomination Committee. We have started a search for an additional Independent Non-executive Director.
Resolutions 3 to 14 inclusive set out the names of the Directors who are being submitted for election or re-election by shareholders. Biographical details of all the Directors (as at the date of this Notice) are set out on pages 90 to 93 of the 2022 Annual Report and appear on the Company's website, www.astonmartinlagonda.com.
To ensure that your vote will be counted I encourage all shareholders to vote on the resolutions to be proposed at the AGM by appointing the Chair of the AGM as their proxy, using one of the following ways:
The Chair of the AGM will then cast the votes for which they have been appointed as proxy and, once the results have been verified by our registrars, Equiniti, they will be published on our website, www.astonmartinlagonda.com, and released via a Regulatory Information Service.
The deadline for appointing a proxy is 10.30am on Monday 15 May 2023. Please note that the deadline for shareholders holding their shares through a nominee, including the AML Nominee Service, will be earlier than this date and so those shareholders should check this with their nominee. If you vote by proxy, you may still attend, speak and vote at the AGM in person, if you subsequently wish to do so.
The Directors consider that each resolution to be proposed at the AGM is in the best interests of the shareholders as a whole and unanimously recommend shareholders to vote in favour of all resolutions, as they intend to do in respect of their own shareholdings.
I would like to take this opportunity to thank you and all my colleagues for your continued support of Aston Martin.
Yours sincerely
LAWRENCE STROLL EXECUTIVE CHAIRMAN
Notice is hereby given that the Annual General Meeting of the members of Aston Martin Lagonda Global Holdings plc will be held at 10.30am on Wednesday 17 May 2023 at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR, to consider and, if thought fit, to pass the following resolutions:
Resolutions 1 to 18 will be proposed as ordinary resolutions and Resolutions 19 to 23 will be proposed as special resolutions.
To receive the reports and accounts of the Directors and the report of the Auditors for the year ended 31 December 2022 (the "2022 Annual Report").
To approve the Directors' Remuneration Report for the year ended 31 December 2022, as set out on pages 124 to 145 of the 2022 Annual Report.
To re-elect Lawrence Stroll as a Director of the Company.
To re-elect Amedeo Felisa as a Director of the Company.
To re-elect Doug Lafferty as a Director of the Company.
To re-elect Michael de Picciotto as a Director of the Company.
To re-elect Robin Freestone as a Director of the Company.
To re-elect Natalie Massenet as a Director of the Company.
To re-elect Marigay McKee as a Director of the Company.
To re-elect Franz Reiner as a Director of the Company.
To re-elect Anne Stevens as a Director of the Company.
To elect Ahmed Al-Subaey as a Director of the Company.
To elect Sir Nigel Boardman as a Director of the Company.
To elect Scott Robertson as a Director of the Company.
To re-appoint Ernst & Young LLP as the Auditors, to hold office from the conclusion of this meeting until the conclusion of the next AGM at which accounts are laid before the Company.
To authorise the Audit and Risk Committee of the Company to determine, and fix on behalf of the Board, the Auditors' remuneration for the year ending 31 December 2023.
That, in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company is, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company (as defined in the Act) are, authorised in aggregate to:
(as such terms are defined in sections 363 to 365 of the Act) in each case during the period beginning with the date of passing this resolution until the conclusion of the Company's AGM to be held in 2024 (or, if earlier, 16 August 2024). In any event, the aggregate amount of all such donations and expenditure made or incurred by all companies to which this authority relates shall not exceed £75,000.
That the Directors be hereby generally and unconditionally authorised pursuant to section 551 of 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:
and so that the Directors may impose any limits 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 AGM to be held in 2024 (or, if earlier, at the close of business on 16 August 2024), 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.
That, if Resolution 18 is passed, the Board be authorised pursuant to section 570 and 573 of the Act to allot equity securities (as defined in 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, such authority to be limited to:
and so that the Directors may impose any limits 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 other matter arising in connection with such offer; and
contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,
such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 16 August 2024 )but, in each case, prior to its expiry 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 authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
That if Resolution 18 is passed, the Board be authorised in addition to any authority granted under Resolution 19 pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in 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, such authority shall:
(i) in the case of the authority given under Resolution 18(i):
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:
That the Directors be hereby authorised to call general meetings (other than an AGM) on not less than 14 clear days' notice.
That with effect from the conclusion of the AGM, the amended Articles of Association of the Company ("Amended Articles") produced to the AGM be adopted as the Company's Articles of Association, in substitution for, and to the exclusion of, the existing Articles of Association.
Details of the changes reflected in the Amended Articles and an explanation of the proposed amendments are summarised in part III to this document.
By order of the Board
5 April 2023
Aston Martin Lagonda Global Holdings plc
Registered office: Banbury Road Gaydon Warwick CV35 0DB United Kingdom
Registered in England and Wales Registered Number: 11488166
The Directors of the Company are required to present the 2022 Annual Report to the meeting.
All quoted companies (as defined in the Act) are required to put their Directors' Remuneration Report to shareholders annually (Resolution 2). The Directors' Remuneration Report can be found on pages 124 to 145 of the 2022 Annual Report and sets out details of payments made to Directors in the year to 31 December 2022. The Directors must include specific information within the Directors' Remuneration Report in accordance with applicable regulations and the Directors' Remuneration Report has been prepared accordingly.
The vote on the Directors' Remuneration Report is advisory in nature. Accordingly, payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed.
Resolutions 3 to 14 deal with the election or re-election (as applicable) of Directors in accordance with the requirements of the Company's Articles of Association and the UK Corporate Governance Code. Ahmed Al-Subaey, Sir Nigel Boardman and Scott Robertson will all seek election to office for the first time. All other Directors are seeking shareholder approval for re-election to the Board. All Directors standing for re-election have confirmed their willingness to remain in office.
Antony Sheriff will step down from the Board on 17 May 2023 due to his other directorships and commitments and will not therefore seek re-election at the AGM. Sir Nigel Boardman has been appointed as the Senior Independent Director. The Board has commenced a search for an additional independent Non-executive Director to join the Board.
Biographical details of all the Directors seeking election or re-election are set out on pages 90-93 of the 2022 Annual Report. Biographies also appear on the Company's website: www.astonmartinlagonda.com.
The Board is satisfied that each of the Independent Nonexecutive Directors remain independent in character and judgement, with sufficient time to dedicate to their roles. Additional information is included at page 112 of the 2022 Annual Report about the independence of the independent Non-executive Directors.
Ernst & Young LLP were appointed as auditors at the 2019 AGM, following a detailed tender process, as set out in the 2019 Annual Report. Resolution 15 proposes the reappointment of Ernst & Young LLP as the Auditors to hold office from the conclusion of this meeting until the conclusion of the next AGM at which the accounts are laid before the Company. The Audit and Risk Committee assessed the independence, performance and effectiveness of Ernst & Young LLP and recommended its reappointment to the Board.
Resolution 16 proposes that the Auditors' remuneration be determined by the Directors. In effect, the Audit and Risk
Committee will consider and approve the audit fees on behalf of the Board in accordance with the Competition and Markets Authority Audit Order.
This resolution seeks authority from shareholders for the Company and its subsidiaries to make donations to UK or EU political parties, other political organisations or independent electoral candidates, or to incur UK or EU political expenditure. It is the Company's policy not to make donations to political parties and the Company has no intention of altering this policy. However, the definitions in the Act of "political donation", "political organisation" and "political expenditure" are broadly drafted. In particular, they may extend to bodies such as those concerned with policy review, law reform, representation of the business community and special interest groups, which the Company and its subsidiaries may wish to support. Accordingly, the Company is seeking this authority to ensure that it does not inadvertently commit any breaches of the Act through the undertaking of routine activities which would not normally be considered to result in the making of political donations. The aggregate amount of expenditure permitted by this authority will be capped at £75,000. This is the same level of authority that the Company sought at the 2022 AGM. No political donations were made by the Company in the financial year ending 31 December 2022.
The Investment Association's most recent Share Capital Management Guidelines published in February 2023 (the "IA Guidelines 2023") on directors' power to allot shares have extended the guidance relating to the allotment and preemption rights disapplication authorities so that its members will treat as routine resolutions seeking authority to allot shares representing approximately two-thirds of the number of ordinary shares in issue, and any amount in excess of one-third of the number of ordinary shares in issue should be applied for use not just on rights issues but on any pre-emptive offers.
Accordingly, the first part of Resolution 18 would give the Directors the authority to allot Ordinary Shares (or grant rights to subscribe for or convert any securities into Ordinary Shares) up to a maximum nominal amount equal to £23,291,902 (representing 232,919,020 Ordinary Shares). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as of 5 April 2023, being the latest practicable date prior to publication of this Notice.
The second part of Resolution 18 would give the Directors the authority to allot Ordinary Shares (or grant rights to subscribe for or convert any securities into Ordinary Shares) up to an aggregate nominal amount equal to £46,583,804 (representing 465,838,040 Ordinary Shares), in relation to any pre-emptive offer to existing shareholders (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the offer cannot be made due to legal and practical problems). This amount represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 5 April 2023, being the latest practicable date prior to publication of this Notice, and is in accordance with the IA Guidelines 2023. As at 5 April 2023, the Company does not hold any shares in treasury.
The first two parts of Resolution 19 would give the Directors the authority to allot Ordinary Shares (including any Ordinary Shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings. This authority would be limited to allotments or sales in connection with any pre-emptive offers, or otherwise up to an aggregate maximum nominal amount of £6,987,570 (representing 69,875,700 Ordinary Shares). This aggregate nominal amount represents approximately 10% of the issued ordinary share capital of the Company as at 5 April 2023, the latest practicable date prior to publication of this Notice. The third part applies to any allotment of shares for cash for the purposes of a follow-on offer when an allotment of shares has been made under the second waiver. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under the second waiver. The follow-on offer must be determined by the Directors to be of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles ("PEG Principles").
The authority granted by Resolution 20 is in addition to the authority granted by Resolution 19. The first part is limited to the allotment of shares for cash up to an aggregate nominal value of £6,987,570 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents approximately a further 10% of the issued ordinary share capital of the Company as at 5 April 2023, being the latest practicable date prior to publication of this Notice. This further authority may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver 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 PEG Principles. The second part applies to the allotment of shares for cash for the purposes of a follow-on offer when an allotment of shares has been made under the first part of the waiver. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under the first waiver. The follow-on offer must be determined by the Directors to be of a kind contemplated by the PEG Principles.
The authority sought under these resolutions are standard authorities renewed by most listed companies each year. The Directors consider that it is in the best interests of the Company and its shareholders generally that they should have the flexibility conferred by the above authorities to make small issues of shares for cash (on a pre-emptive or, where appropriate, a non-pre-emptive basis) as suitable opportunities arise, although they have no present intention of exercising any of these authorities.
If the resolutions are passed, the authorities sought under Resolutions 18, 19 and 20 will expire on the conclusion of the AGM to be held in 2024 (or, if earlier, at the close of business on 16 August 2024).
This resolution seeks shareholder approval for the Company to make market purchases of up to 69,875,707 Ordinary Shares, being approximately 10% of the issued share capital (excluding treasury shares) as at 5 April 2023 and specifies the minimum and maximum prices at which the Ordinary Shares may be bought.
In certain circumstances it may be advantageous for the Company to purchase its own shares and the Directors consider it to be desirable for the general authority to be available to provide flexibility in the management of the Company's capital resources. Purchases of the Company's own shares will be made if to do so would be in the best interests of the Company and of its shareholders generally and would result in an increase in
earnings per share. The Company may either retain any of its own shares which it has purchased as treasury shares with a view to possible use at a future date or cancel them. Holding the shares as treasury shares gives the Company the ability to use them quickly and cost-effectively and would provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.
It is the Company's current intention that, of any shares repurchased under this authority, sufficient shares will be held in treasury to meet the requirements, as they arise, of the Company's share incentive arrangements, with the remainder being cancelled.
The total number of warrants, awards and options to subscribe for Ordinary Shares outstanding as at 5 April 2023 (being the latest practicable date prior to the publication of this Notice), was 33,577,319 representing approximately 4.81% of the issued share capital (excluding treasury shares) at that date. If the existing share purchase authority given at the 2022 AGM (which has not been utilised) and the authority being sought under this resolution were utilised in full, the issued share capital would be reduced by an equivalent amount and the outstanding warrants, awards and options would represent approximately 5.44% of the issued share capital as at 5 April 2023.
This authority will expire at the conclusion of the AGM to be held in 2024 (or, if earlier, 16 August 2024).
Pursuant to section 307(A) of the Act, as amended, the notice period required for all general meetings of the Company is 21 clear days, although shareholders can agree to approve a shorter notice period for general meetings that are not AGMs, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the general meeting to be held and is thought to be to the advantage of shareholders as a whole. Shareholder approval will be effective until the Company's next AGM (or, if earlier, 16 August 2024).
This resolution proposes to amend the Company's Articles of Association to permit the Company to allow for general meetings, including AGMs, to be held electronically as well as physically in accordance with the Companies (Shareholders' Rights) Regulations 2009 and the Companies Act 2006. The proposed amendments are being introduced to provide the Board with greater flexibility to align with developments in technological advances and evolving best practices, particularly in light of the Covid-19 pandemic. The Board believes that virtual or electronic meetings will allow for greater shareholder and stakeholder engagement over the coming years in a way that is more convenient for all parties.If the Board determines that an electronic meeting is the most appropriate form of shareholder meeting in any circumstances, the Board will seek to ensure the meeting continues to fulfil its purpose of facilitating shareholder engagement and Board scrutiny. The Amended Articles showing all changes to the existing Articles of Association are available for inspection as noted on page 8 of this document.
A copy of this Notice, and other information required by s311A of the Act can be found at www.astonmartinlagonda.com.
In accordance with Listing Rule 9.8.6(1), as at 5 April 2023 (being the latest practicable date prior to the date of this document), the interests of the Directors standing for election or re-election, their immediate families and persons connected with them, in Ordinary Shares were as follows:
| Director | Ordinary Shares |
|---|---|
| Lawrence Stroll1 | 198,681,199 |
| Amedeo Felisa2 | 25,000 |
| Doug Lafferty | 358,769 |
| Ahmed Al-Subaey | 0 |
| Sir Nigel Boardman | 50,376 |
| Michael de Picciotto3 | 6,993,787 |
| Robin Freestone | 33,355 |
| Natalie Massenet | 20,000 |
| Marigay McKee | 0 |
| Franz Reiner | 0 |
| Scott Robertson | 0 |
| Anne Stevens | 35,000 |
The interests are those of a 'Person Closely Associated', F.A Consult S.A.
The interests are those of a 'Person Closely Associated', Saint James Invest SA which also holds warrants over 141,769 Ordinary Shares
In accordance with Listing Rule 9.8.6(2), the Company has received notifications of major interests in its issued ordinary share capital in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules. In the period from 31 December 2022 to 5 April 2023 (being the latest practicable date prior to the date of this document), there have been no changes notified to the Company in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules to the holdings disclosed below.
| Shareholder | Number of ordinary shares |
% of total voting rights |
|---|---|---|
| Lawrence Stroll1 | 198,681,199 | 28.43% |
| The Public Investment Fund | 130,459,510 | 18.67% |
| Yew Tree Overseas Ltd | 104,993,195 | 15.03% |
| Invesco Limited | 71,151,282 | 10.18% |
| Ernesto Bertarelli | 69,984,367 | 10.02% |
| Mercedes-Benz AG | 68,194,802 | 9.76% |
| Li Shufu (Geely) | 53,073,720 | 7.60% |
1 Includes 104,993,195 shares also disclosed by Yew Tree Overseas Ltd and 69,984,367 shares also disclosed by Ernesto Bertarelli.
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