AGM Information • Sep 8, 2022
AGM Information
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("the Company")
At the General Meeting of the Company duly convened and held at the offices of Freshfields, Bruckhaus, Deringer LLP 100 Bishopsgate, London EC2P 2SR on 8 September 2022 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 2022 dated 22 August 2022:
THAT, subject to and conditional upon Resolutions 2, 3 and 4 being passed:
(a) 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 Ordinary Shares in the Company, and to grant rights to subscribe for or to convert any security into Ordinary Shares in the Company, comprising 23,291,902 Placing Shares (being an aggregate nominal amount of £2,329,190.20) 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
(b) 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 Placing Shares to be allotted, or rights to subscribe for or convert any security into Placing Shares to be granted, after expiry of this authority and the Directors may allot Placing Shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.
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 in an aggregate nominal amount of £2,329,190.20, 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.
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 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 Rights Issue be and is hereby approved and the Directors be and are hereby directed to implement the Rights Issue on the basis described in the circular published by the Company on the date hereof and to be further described in the prospectus expected to be published by the Company on or around 5 September 2022, 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 Ordinary Shares in the Company, and to grant rights to subscribe for or to convert any security into Ordinary Shares in the Company, up to an aggregate nominal amount of £575,000,000 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 New Shares to be allotted, or rights to subscribe for or convert any security into New Shares to be granted, after expiry of this authority and the Directors may allot New Shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.
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 £575,000,000, 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.
LIZ MILES 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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