Aston Martin Lagonda Global : Proposed amendments to Articles of Association

ARTICLES OF ASSOCIATION

of

ASTON MARTIN LAGONDA GLOBAL HOLDINGS PLC

public limited company

(Articles adopted on [8 October 2018●] 2023)

1. Exclusion of Model Articles
   The articles prescribed in any legislation relating to companies do not apply as the articles of the company.
2. Definitions
3. 1. The following table gives the meaning of certain words and expressions as they are used in these articles. However, the meaning given in the table does not apply if it is not consistent with the context in which a word or expression appears. At the end of these articles there is a Glossary which explains various words and expressions which appear in the text. The Glossary also explains some of the words and expressions used in the memorandum. The Glossary is not part of the memorandum or articles and does not affect their meaning.

"address"	includes a number or address used for sending or
	receiving documents or information by electronic
	means;
"amount" (of a share)	this refers to the nominal amount of the share;
"these articles"	means these articles of association, including any
	changes made to them, and the expression "this
	article" refers to a particular article in these
	articles of association;
"auditors"	means the auditor of the company and, where
	two or more people are appointed to act jointly,
	any one of them;
"Bank of England base rate"	means the base lending rate most recently set by
	the Monetary Policy Committee of the Bank of
	England in connection with its responsibilities
	under Part 2 of the Bank of England Act 1998;

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"certificated share"	means a share which is not a CREST share and
	is normally held in certificated form;
"chair"	means the chair of the board of directors;
"clear days"	in relation to the period of a notice means that
	period excluding the day when the notice is
	served or deemed to be served and the day for
	which it is given or on which it is to take effect;
"CREST"	means the electronic settlement system for
	securities traded on a recognised investment
	exchange and owned by Euroclear UK & Ireland
	Limited, or any similar system;
"CREST share"	means a share which is noted on the
	shareholders' register as being held through
	CREST in uncertificated form;
"directors"	means the executive and non-executive directors
	of the company who make up its board of
	directors (and "director" means any one of them)
	or, where applicable, the directors present at a
	meeting of the directors at which a quorum is
	present;
"electronic facility"	includes (without limitation) website addresses
	and conference call systems and any device,
	system, procedure, method or other facility
	providing an electronic means of attendance at or
	participation in (or both attendance and
	participation in) a general meeting decided by the
	directors under these articles;
"electronic general meeting"	means a general meeting hosted on an electronic
	facility, whether that general meeting is physically
	hosted at a specific location simultaneously or
	not;
"holder"	in relation to any shares means the person whose
	name is entered in the register as the holder of
	those shares;
"legislation"	means every statute (and any orders, regulations
	or other subordinate legislation made under it)
	applying to the company;
"the office"	means the company's registered office;

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"ordinary shareholder"	means a holder of ordinary shares;
"ordinary shares"	means the company's ordinary shares;
"paid up"	means paid up or treated (credited) as paid up;
"pay"	includes any kind of reward or payment for
	services;
"present"	means, for the purposes of general meetings,
	present physically and/or through an electronic
	facility;
"register"	means the company's register of shareholders
	and, at any time when the company has shares in
	issue which are CREST shares, means the
	Operator register of members (maintained by
	CREST) and the issuer register of members
	(maintained by the company);
"seal"	means any common or official seal that the
	company may be permitted to have under the
	legislation;
"secretary"	means the secretary, or (if there are joint
	secretaries) any one of the joint secretaries, of
	the company and includes an assistant or deputy
	secretary and any person appointed by the
	directors to perform any of the duties of the
	secretary;
"shareholder"	means a holder of the company's shares;
"uncertificated securities rules"	means any provision in the legislation which
	relates to CREST shares or to the transfer of
	CREST shares or how the ownership of CREST
	shares is evidenced; and
"United Kingdom"	means Great Britain and Northern Ireland.

1. References in these articles to a document being "signed" or to "signature" include references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the legislation.
2. References in these articles to "writing" and to any form of "written" communication include references to any method of representing or reproducing

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words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise.

1. 1. Any words or expressions defined in the legislation in force when these articles or any part of these articles are adopted will (if not inconsistent with the subject or context in which they appear) have the same meaning in these articles or that part save the word "company" includes any body corporate.
   2. References to a meeting:
   3. 1. means a meeting convened and held in any manner permitted by these articles, including a general meeting at which some (but not all)or, in the case of electronic general meetings, all) ofthose entitled to be present attend and participate by means of an electronic facility and/or who attend and participate at a satellite meeting, and such persons shall be deemed to be present at that meeting for all purposes of the legislation and these articles and "attend", "participate", "attending", "participating", "attendance" and "participation" shall be construed accordingly; and
      2. will not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
   4. Headings in these articles are only included for convenience. They do not affect the meaning of these articles.
   5. Where these articles refer to a person who is entitled to a share by law, this means a person who has been noted in the register as being entitled to a share as a result of the death or bankruptcy of a shareholder or some other event which gives rise to the transmission of the share by operation of law.
2. Limited Liability
   The liability of the company's members is limited to any unpaid amount on the shares in the company held by them.
3. Change of Name
   The company may change its name by resolution of the directors.
4. Rights Attached to Shares
   The company can issue shares with any rights or restrictions attached to them as long as this is not restricted by any rights attached to existing shares. These rights or restrictions can be decided either by an ordinary resolution passed by the shareholders or by the directors as long as there is no conflict with any resolution passed by the shareholders. These rights and restrictions will apply to the relevant shares as if they were set out in these articles.

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1. Sub-division
   Any resolution authorising the company to sub-divide any of its shares can provide that, as between the holders of the divided shares, different rights (including deferred rights) and restrictions of a kind which the company can apply to new shares can apply to different divided shares.
2. Fractions
   If any shares are consolidated, consolidated and then divided or divided, the directors have power to deal with any fractions of shares which result. For example, they can decide that fractions are aggregated and sold or deal with fractions in some other way. The directors can arrange for any shares representing fractions to be entered in the register as certificated shares if they consider that this makes it easier to sell them. The directors can sell those shares to anyone, including the company, and can authorise any person to transfer or deliver the shares to the buyer or in accordance with the buyer's instructions. The buyer does not have to take any steps to see how any money he is paying is used and his ownership will not be affected if the sale is irregular or invalid in any way.
3. Convening General Meetings

1. The directors shall determine whether a general meeting is to be held as a physical general meeting and/or an electronic general meeting. The board may call general meetings whenever and at such times and places, including on electronic facilities, as it shall determine.
2. The directors shall specify in the notice calling the general meeting whether the meeting will be physical and/or electronic. Such notice shall also specify the time, date and place (including without limitation any satellite meeting place arranged for the purposes of article 50, which shall be identified as such in the notice) and/or electronic facilities (which electronic facilities may vary from time to time and from meeting to meeting as the directors, in their sole discretion, see fit) of the general meeting and the general nature of the business to be dealt with.

48.47.Participation in General Meetings

1. The directors can make whatever arrangements they think fit to allow those entitled to do so to attend and participate in any general meeting.
2. Unless the notice of meeting says otherwise or the chair of the meeting decides otherwise, a general meeting will be treated as taking place where the chair of the meeting is at the time of the meeting.
3. Two or more persons who may not be in the same place as each other attend and participate in a general meeting if they are able to exercise their rights to speak and vote at that meeting. A person is able to exercise the right to speak at a general meeting if that person can communicate to all those attending the meeting while the meeting is taking place. A person is able to exercise the right to vote at a general meeting if that

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