PUBLIC COMPANY LIMITED BY SHARES
RESOLUTIONS
of
ASTON MARTIN LAGONDA GLOBAL HOLDINGS PLC
(the "Company")
Resolutions passed on 30 March 2020
At the General Meeting of the Company duly convened and held at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HT on 30 March 2020 at 10.00 a.m., the following resolutions were duly passed, resolutions 1 and 3 as ordinary resolutions and resolutions 2 and 4 as special resolutions, as set out in the Notice of General Meeting included in the supplementary prospectus and circular published by the Company on 13 March 2020:
ORDINARY RESOLUTION
Authority to implement the Placing and allot the Placing Shares
-
- THAT, subject to and conditional upon Resolutions 2, 3 and 4 being passed:
- (a) the terms of the Placing, including the issue price of 225 pence per Placing Share which is a premium of 5.0% to the closing price of 214.3 pence per Share on 12 March 2020 (the last Business Day before the announcement of the new terms of the Capital Raise), be and are hereby approved and the Directors be and are hereby directed to implement the Placing and are generally and unconditionally authorised to exercise all the powers of the Company to the extent they determine necessary to implement the Placing;
- (b) the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act to exercise all of the powers of the Company to allot Shares in the Company, and to grant rights to subscribe for or to convert any security into Shares in the Company, up to a maximum of 76,000,000 Shares (being an aggregate nominal amount of circa £687,017) pursuant to or in connection with the Placing, for a period expiring (unless renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed; and
- (c) the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act to make an offer or agreement in connection with the Placing which would or might require Shares to be allotted, or rights to subscribe for or convert any security into Shares to be granted, after expiry of this authority and the Directors may allot Shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.
SPECIAL RESOLUTION
Authority to disapply pre-emption rights in connection with the Placing
- THAT, subject to and conditional upon Resolutions 1, 3 and 4 being passed the Directors be empowered pursuant to section 571 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) of the Company pursuant to the authority conferred by Resolution 1 for cash as if section 561 of the Companies Act did not apply to any such allotment, such power to be limited to the allotment of equity securities pursuant to the authority conferred by Resolution 1 up to an aggregate nominal amount of circa £687,017, such power to apply until the conclusion of the next annual general meeting of the company, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted after the power given by this resolution has expired.
ORDINARY RESOLUTION
Authority to implement the Rights Issue and allot the New Shares
-
- THAT, subject to and conditional upon Resolutions 1, 2 and 4 being passed, the issue of the Placing Shares and admission to the premium listing segment of the Official List and to trading on the London Stock Exchange plc's main market for listed securities, respectively, of the Placing Shares to be issued by the Company in connection with the Placing taking place:
- (a) the terms of the Rights Issue be and are hereby approved and the Directors be and are hereby directed to implement the Rights Issue on the basis described in the combined circular and prospectus published by the Company on the date hereof and are generally and unconditionally authorised to exercise all the powers of the Company to the extent they determine necessary to implement the Rights Issue;
- (b) the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act to allot Shares in the Company, and to grant rights to subscribe for or to convert any security into Shares in the Company, up to a maximum of 1,216,011,560 Shares (being an aggregate nominal amount of up to circa £10,992,364) pursuant to or in connection with the Rights Issue, for a period expiring (unless renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed; and
- (c) the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act to make an offer or agreement in connection with the Rights Issue which would or might require Shares to be allotted, or rights to subscribe for or convert any security into Shares to be granted, after expiry of this authority and the Directors may allot Shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.
SPECIAL RESOLUTION
Authority to disapply pre-emption rights in connection with the Rights Issue
- THAT, subject to and conditional upon Resolutions 1, 2 and 3 being passed the Directors be empowered pursuant to section 571 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) of the Company pursuant to the authority conferred by Resolution 3 for cash as if section 561 of that Act did not apply to any such allotment, such power to be limited to the allotment of equity securities pursuant to the authority conferred by Resolution 3 up to an aggregate nominal amount of £10,992,364, such power to apply until the conclusion of the next annual general meeting of the company, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted after the power given by this resolution has expired.
Catherine Sukmonowski Company Secretary
Banbury Road Gaydon Warwick United Kingdom CV35 0DB