Pre-Annual General Meeting Information • Apr 8, 2024
Pre-Annual General Meeting Information
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WEDNESDAY 8 MAY 2024 AT 10.30AM to be held electronically by audio webcast
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 electronically by audio webcast at 10.30am on Wednesday 8 May 2024. The AGM provides an opportunity for you to hear about our operational and financial performance for the 2023 financial year and ask any questions you may have in relation to the resolutions proposed or the 2023 Annual Report. Instructions on how to join the AGM are set out on page 10.
As set out in our Annual Report, we celebrated our 110th anniversary in 2023 and this gave us an opportunity to reflect on our rich heritage and progress to date , whilst accelerating forward with our vision for the Company. In 2023 Aston Martin delivered significant strategic milestones and further financial progress, driven by continued strong demand for our ultra-luxury, high performance products.
2024 is a year that promises to be a significant and exciting one for the brand, with the highly anticipated arrival of thrilling new products and I look to the future with confidence in our ability to deliver on our vision and the financial 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.
We welcomed three new Directors to our Board in 2023. In July we announced the appointment of Daniel Li as a Shareholder Representative Non-executive Director of Geely, resulting from Geely's significant investment in Aston Martin. Daniel is also a member of our Nomination Committee. In October, we appointed Cyrus Jilla as a Shareholder Representative Non-executive Director, representing Ernesto Bertarelli who is a significant member of the Yew Tree Consortium. Both appointments are an important part of the Company's relationships with our strategic shareholders and I value the contribution and perspective that Daniel and Cyrus bring to our Board discussions.
In October we appointed Jean Tomlin as an Independent Nonexecutive Director and member of our Nomination Committee. Jean's HR background combined with her luxury and automotive sector experience will be of great benefit to the Board and I look forward to working with Jean going forward.
As set out in Resolutions 3 to 17, each Director will seek election or re-election at the AGM. Biographical details of all the Directors (as at the date of this Notice) are set out on pages 76 to 79 of the 2023 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 Friday 3 May 2024. 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 electronically, speak and vote at the AGM, 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 all our shareholders and 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 electronically by audio webcast via the Lumi meeting platform at https://web.lumiagm.com/135384761 at 10.30a.m on Wednesday 8 May 2024 to consider and, if thought fit, to pass the following resolutions:
Resolutions 1 to 21 will be proposed as ordinary resolutions and Resolutions 22 to 25 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 2023 (the "2023 Annual Report").
To approve the Directors' Remuneration Report for the year ended 31 December 2023, as set out on pages 108 to 122 of the 2023 Annual Report.
RESOLUTION 3
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 re-elect Ahmed Al-Subaey as a Director of the Company.
To re-elect Sir Nigel Boardman as a Director of the Company.
To re-elect Scott Robertson as a Director of the Company.
To elect Cyrus Jilla as a Director of the Company.
To elect Jean Tomlin 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 2024.
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 2025 (or, if earlier, 7 August 2025). 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 2025 (or, if earlier, at the close of business on 7 August 2025), 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 21 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:
such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 7 August 2025) 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 21 is passed, the Board be authorised in addition to any authority granted under Resolution 22 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:
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.
By order of the Board
COMPANY SECRETARY 8 April 2024
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 2023 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 108 to 122 of the 2023 Annual Report and sets out details of payments made to Directors in the year to 31 December 2023. 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 17 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. Daniel Li, Cyrus Jilla and Jean Tomlin 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.
Biographical details of all the Directors seeking election or reelection are set out on pages 76-79 of the 2023 Annual Report. Biographies also appear on the Company's website: www.astonmartinlagonda.com.
The Board, upon recommendation of the Nomination Committee, is satisfied that each of the Independent Non-executive Directors remain independent in character and judgement, with sufficient time to dedicate to their roles. Additional information is included on pages 95-96 of the 2023 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 18 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. Further details can be found in the Audit and Risk Committee Report on page 102 of the 2023 Annual Report.
Resolution 19 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 2023 AGM. No political donations were made by the Company in the financial year ending 31 December 2023.
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 pre-emption 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 21 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 £27,183,481 (representing 271,834,806 Ordinary Shares). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as of 13 March 2024, being the latest practicable date prior to publication of this Notice.
The second part of Resolution 21 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 £54,366,961 (representing 543,669,611 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 13 March 2024, being the latest practicable date prior to publication of this Notice, and is in accordance with the IA Guidelines 2023. As at 13 March 2024, the Company does not hold any shares in treasury.
The first two parts of Resolution 22 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 £8,237,418 (representing 82,374,184 Ordinary Shares). This aggregate nominal amount represents approximately 10% of the issued ordinary share capital of the Company as at 13 March 2024, 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 23 is in addition to the authority granted by Resolution 22. The first part is limited to the allotment of shares for cash up to an aggregate nominal value of £8,237,418 (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 13 March 2024, 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. The authority given at the 2023 AGM was used for the issue of shares to Geely in May 2023, a placing in August 2023, to satisfy warrant exercises and a free share award granted to all employees under the Share Incentive Plan.
If the resolutions are passed, the authorities sought under Resolutions 21, 22 and 23 will expire on the conclusion of the AGM to be held in 2025 (or, if earlier, at the close of business on 7 August 2025).
This resolution seeks shareholder approval for the Company to make market purchases of up to 82,374,184 Ordinary Shares, being approximately 10% of the issued share capital (excluding treasury shares) as at 13 March 2024 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 13 March 2024 (being the latest practicable date prior to the publication of this Notice), was 33,082,141 representing approximately 4.02% of the issued share capital (excluding treasury shares) at that date. If the existing share purchase authority given at the 2023 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 4.39% of the issued share capital as at 13 March 2024.
This authority will expire at the conclusion of the AGM to be held in 2025 (or, if earlier, 7 August 2025).
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, 7 August 2025).
When appointed as proxy, the Chair of the AGM will cast shareholder votes as directed by the relevant shareholder(s). If no voting indication is given, a proxy (and when appointed as proxy, the Chair of the AGM) may vote as he or she thinks fit on the resolutions or on any other business (including amendments to resolutions) which may come before the meeting. Please note that a "vote withheld" (as it appears on the Proxy Form or Voting Instruction Form) is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' or 'against' a resolution.
as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by 10.30am on Friday 3 May 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, pursuant to an agreement between him/her and the shareholder by whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, pursuant to any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
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 13 March 2024 (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 | 208,581,263 |
| Amedeo Felisa2 | 35,820 |
| Doug Lafferty | 370,990 |
| Ahmed Al-Subaey | 704,312 |
| Sir Nigel Boardman | 50,376 |
| Michael de Picciotto3 | 6,285,660 |
| Robin Freestone | 38,929 |
| Cyrus Jilla | 0 |
| Daniel Li | 0 |
| Natalie Massenet | 20,000 |
| Marigay McKee | 0 |
| Franz Reiner | 13,477 |
| Scott Robertson | 0 |
| Anne Stevens | 35,000 |
| Jean Tomlin | 0 |
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 2023 to 13 March 2024 (being the latest practicable date prior to the date of this document), the Company received a TR1 notification from Lucerne Capital Management, LLC in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules. As at 13 March 2024, the major shareholdings are as set out below.
| Shareholder | Number of ordinary shares |
% of total voting rights |
|---|---|---|
| Lawrence Stroll1 | 208,581,263 | 25.32% |
| The Public Investment Fund | 140,504,260 | 17.06% |
| Li Shufu (Geely) | 132,530,859 | 16.09% |
| Ernesto Bertarelli | 112,559,889 | 13.67% |
| Yew Tree Overseas Ltd | 80,458,305 | 9.77% |
| Mercedes-Benz AG | 73,320,195 | 8.90% |
| Invesco Limited | 29,832,865 | 3.62% |
| Lucid Group Inc. | 28,352,273 | 3.44% |
| Lucerne Capital Management, | ||
| LLC | 25,365,529 | 3.08% |
Includes 80,458,305 shares also disclosed by Yew Tree Overseas Ltd and 112,559,889 shares also disclosed by Ernesto Bertarelli.
Includes direct and indirect interests
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
Visit https://web.lumiagm.com/135384761 on your smartphone, tablet or computer.
You will then be required to enter your:
Your SRN will be printed on the front of your Proxy Form or Voting Instruction Form.
Access will be available one hour prior to the start of the meeting. If you experience any difficulties, please contact Equiniti by emailing [email protected] stating your full name and postcode.
You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible. An active internet connection is required at all times to participate in the meeting.
Once logged in, you will see the home page which contains instructions for using the platform.
At the commencement of the meeting, the live broadcast of the proceedings will be available on the right-hand side of your device.
Click play on the broadcast, ensure that your device is unmuted and the volume is turned up.
Once the Chair has formally opened voting, the list of resolutions will automatically appear on your screen. Select the option that corresponds with how you wish to vote.
Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received, there is no submit button.
To vote on all resolutions displayed select the "vote all" option at the top of the screen.
To change your vote, reselect your choice. To cancel your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure.
Written questions can be submitted by selecting the messaging icon from the navigation bar and typing your question into the 'Ask a question' box. Click the arrow icon to submit the question.
Copies of questions you have submitted can be viewed by selecting 'My Messages'.
If you would like to ask your question verbally, press the 'Request to speak' button at the bottom of the broadcast window. If you are watching the broadcast in full screen mode, this button is found at the top of the window.
Follow the on-screen instructions to join the queue.
Meeting documentation can be found within the documents tab in the navigation bar.
Documents can be read within the platform or downloaded to your device in pdf format.
If you plan to participate in the meeting as a proxy or corporate representative, please contact our registrar Equiniti by emailing [email protected]. Your unique SRN and PIN, which is required to access the meeting, will be provided once a valid proxy appointment or letter of representation has been received.
To avoid delay accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.
Mailboxes are monitored 9.00am to 5.00pm Monday to Friday (excluding public holidays in England & Wales).

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