THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or otherwise transfer or have sold or otherwise transferred all of your Ordinary Shares, please send this document, but not the accompanying documents, as soon as possible to the purchaser or the transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. If you sell or otherwise transfer or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This document (including any documents incorporated into it by reference) should be read as a whole. However, your attention is drawn to the letter from the Executive Chairman of the Company which is set out in Part I (Letter from the Executive Chairman of Aston Martin Lagonda Global Holdings plc) at page 4 and which contains a recommendation from the Board (acting through the Independent Directors) that Shareholders (or, in the case of the Transaction Resolution, Independent Shareholders) vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

Aston Martin Lagonda Global Holdings plc

(incorporated in England and Wales under the Companies Act 2006 with registered number 11488166)

Proposed strategic arrangement with Lucid Group, Inc. and issue of

28,352,273 Consideration Shares

Proposed Related Party Transaction

Notice of General Meeting

THIS CIRCULAR DOES NOT CONSTITUTE AN OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR, ANY SECURITIES IN ANY JURISDICTION.

This document is a circular prepared in accordance with the Listing Rules of the Financial Conduct Authority (FCA) (the Listing Rules) made under section 73A of the Financial Services and Markets Act 2000 (as amended) (FSMA) and approved by the FCA. This document does not constitute a prospectus or a prospectus equivalent document. Nothing in this document should be interpreted as an offer of any securities. The distribution of this circular into any jurisdiction other than the United Kingdom may be restricted by law. Persons into whose possession this circular and/or the accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

A Notice of General Meeting of the Company, to be held electronically by audio webcast via the Lumi meeting platform at https://web.lumiagm.com/185836953 at 10.00 a.m. on 19 September 2023 (the General Meeting), is set out in Part V (Notice of General Meeting). A guide for joining the General Meeting can be found in Part V (Notice of General Meeting) on pages 29 and 30. Whether or not you intend to join the General Meeting electronically, if you hold your Ordinary Shares directly you are asked to complete and return the Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Registrar, Equiniti Limited (Equiniti or the Registrar) at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, by not later than 10.00 a.m. on 15 September 2023 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

As an alternative to completing and returning the printed Form of Proxy, Shareholders can also submit their proxy electronically by accessing the Registrar's website at www.sharevote.co.uk. Alternatively, shareholders who have already registered with the Registrar's online portfolio service, Shareview, can appoint their proxy electronically at www.shareview.co.uk. To be valid, the electronic submission must be registered by not later than 10.00 a.m. on 15 September 2023 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). CREST members may also choose to utilise the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting in Part V (Notice of General Meeting), as soon as possible and in any event no later than

10.00 a.m. on 15 September 2023 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

Completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from joining the audio webcast and voting electronically during the General Meeting, should you so wish.

In the case of Qualifying AML Nominee Service Shareholders, you can submit your votes electronically by accessing the Registrar's website at www.sharevote.co.uk. To be valid, the electronic submission must be registered by not later than 10.00 a.m. on 15 September 2023 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.

Barclays Bank PLC, acting through its Investment Bank (Barclays, or the Sponsor) is authorised in the United Kingdom by the Prudential Regulation Authority (PRA) and regulated in the United Kingdom by the FCA and the PRA. Barclays is acting exclusively for the Company and for no one else in connection with the Transaction and will not regard any other person as a client in relation to the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients, nor for providing advice in connection with the Transaction or any other matter, transaction or arrangement referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Barclays accepts no responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, and nothing contained in this document is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company or the Transaction. Barclays and its subsidiaries, branches and affiliates accordingly disclaim, to the fullest extent permitted by law, all and any duty, liability and responsibility whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement or otherwise.

-i-

WHERE TO FIND HELP

If you have any questions about this document, please call the Shareholder Helpline on +44 (0) 333 207 59731. The Shareholder Helpline will be open between 8:30 a.m. and 5:30 p.m., Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls to the Shareholder Helpline from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For legal reasons, the Shareholder Helpline will only be able to provide information contained in this document and information relating to the Company's register of members and will be unable to give advice on the merits of the Transaction or provide legal, financial, tax or investment advice.

This document is dated 29 August 2023.

1 For deaf and speech impaired customers, we welcome calls via Relay UK. Please see www.relayuk.bt.com for more information.

-ii-

IMPORTANT NOTICES

Forward-looking statements

This document includes certain forward-looking statements, forecasts, estimates, projections and opinions. When used in this document, the words "anticipate", "believe", "estimate", "forecast", "expect", "intend", "plan", "project", "may", "will" or "should" or, in each case, their negative or other variations or similar expressions, as they relate to the Aston Martin Group, its management or third parties, identify forward-looking statements. Forward-looking statements include statements regarding the Aston Martin Group's business strategy, objectives, financial condition, results of operations and market data, as well as any other statements that are not historical facts. These statements reflect beliefs of the Independent Directors (including based on their expectations arising from pursuit of the Aston Martin Group's strategy), as well as assumptions made by the Independent Directors and information currently available to the Company.

Although the Independent Directors believe that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company. These factors, risks, uncertainties and assumptions could cause actual outcomes and results to be materially different from those projected. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation is made or will be made that any forward-looking statements will be achieved or will prove to be correct. These factors, risks, assumptions and uncertainties expressly qualify all subsequent oral and written forward-looking statements attributable to the Aston Martin Group or persons acting on its behalf.

None of the Company or the Directors assume any obligation to update any forward-looking statement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the result of any revisions to the forward-looking statements made in this document, except as required by law (including, for the avoidance of doubt, the Prospectus Regulation Rules, the Market Abuse Regulation, the Listing Rules and Disclosure Guidance and Transparency Rules).

In addition, this document contains information concerning the Aston Martin Group's industry and its market and business segments generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the industry, and the Aston Martin Group's market and business segments, will develop. These assumptions are based on information currently available to the Company. If any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While the Company does not know what effect any such differences may have on the Aston Martin Group's business, if there are such differences, they could have a material adverse effect on the Aston Martin Group's future results of operations and financial condition.

Currency information

Unless otherwise indicated, references in this document to "pound sterling", "GBP" or "£" are to the lawful currency of the United Kingdom and references to "US dollars", "dollars", "US$" or "$" are to the lawful currency of the United States of America.

Rounding

Certain numerical figures included in this document have been rounded. Therefore, discrepancies in tables between totals and the sums of the amounts listed may occur due to such rounding. Percentages in tables have been rounded and accordingly may not add up to 100 per cent.

Time of day

Unless otherwise indicated, all references in this document to time of day are references to London time.

Definitions

Capitalised terms used in this document have the meanings ascribed to them in Part IV (Definitions).

-iii-

CONTENTS

SECTION

PAGE

ACTION TO BE TAKEN

1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

3

PART I

LETTER FROM THE EXECUTIVE CHAIRMAN OF ASTON MARTIN LAGONDA GLOBAL

HOLDINGS PLC

4

PART II

SUMMARY OF THE KEY TRANSACTION TERMS

11

PART III

ADDITIONAL INFORMATION

17

PART IV

DEFINITIONS

20

PART V

NOTICE OF GENERAL MEETING

25

-iv-

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Aston Martin Lagonda Global Holdings plc published this content on 29 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 August 2023 10:44:10 UTC.