Registration Document

This document comprises a registration document (the “Registration Document”) relating to Aston Martin Holdings (UK) Limited (the “Company”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority of the U.K. (“FCA”) made under section 73A of the Financial Services and Markets Act 2000 (“FSMA”). This Registration Document has been approved by the FCA and made available to the public as required by Rule 3.2 of the Prospectus Rules and has been prepared to provide information with regard to the Company. The directors of the Company, whose names appear on page 23 of this Registration Document (the “Directors”), and the Company accept responsibility for the information contained in this document. To the best of the knowledge of the Directors and the Company, each of whom has taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is in accordance with the facts and does not omit anything likely to affect the import of such information. This Registration Document should be read in its entirety. See Part I (Risk Factors) for a discussion of certain risks relating to the Company and its Group. ASTON MARTIN LAGONDA Aston Martin Holdings (UK) Limited (incorporated in England and Wales under the Companies Act 1985 with registered number 06067176) No representation or warranty, express or implied, is made and no responsibility or liability is accepted by any person other than the Company and its Directors, as to the accuracy, completeness, verification or sufficiency of the information contained herein and nothing contained in this Registration Document is, or shall be relied upon as, a promise or representation by any of the Company’s advisers or any of their respective affiliates as to the past, present or future. The delivery of this Registration Document shall not, under any circumstances, create any implication that there has been no change in the business or affairs of Aston Martin Lagonda since the date of this Registration Document or that the information contained herein is correct as of any time subsequent to its date. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Registration Document and, if given or made, such information or representation must not be relied upon as having been authorised by the Company. Without limitation, the contents of the website of the Group do not form part of this Registration Document and information contained therein should not be relied upon by any person. This Registration Document may be combined with a securities note and summary to form a prospectus in accordance with the Prospectus Rules, under which a securities offering may in the future be made. However, this Registration Document, where not combined with the securities note and summary to form a prospectus, does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. The distribution of this Registration Document in certain jurisdictions may be restricted by law. No action has been taken by the Company to permit possession or distribution of this Registration Document in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Registration Document nor any advertisement nor any offering material may be distributed or published in any jurisdiction, other than the U.K., except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Registration Document comes are required by the Company to inform themselves about and observe any such restrictions. In the U.S., this Registration Document may not be distributed nor may copies of it be made available without the Company’s prior written consent other than to people who have been retained to advise in connection with this Registration Document or persons reasonably believed by the Company to be qualified institutional buyers as defined in and pursuant to Rule 144A of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The contents of this Registration Document are not to be construed as legal, financial or tax advice. Each recipient of this Registration Document should consult his, her or its own legal, financial or tax adviser for advice. Certain terms used in this Registration Document are defined in Part XI (Definitions). The date of this Registration Document is 29 August 2018. TABLE OF CONTENTS PART I - RISK FACTORS ............................................................................................................................. 3 PART II - PRESENTATION OF INFORMATION .........................................................................................19 PART III - DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS .................23 PART IV - MARKET OVERVIEW ................................................................................................................ 24 PART V - THE BUSINESS .......................................................................................................................... 32 PART VI - DIRECTORS, SENIOR MANAGERS, CORPORATE GOVERNANCE AND REMUNERATION .................................................................................................................................................................... 70 PART VII - SELECTED FINANCIAL INFORMATION..................................................................................74 PART VIII - OPERATING AND FINANCIAL REVIEW.................................................................................79 PART IX - HISTORICAL FINANCIAL INFORMATION ..............................................................................106 • PART A: ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL INFORMATION ..............106 • PART B: HISTORICAL FINANCIAL INFORMATION..........................................................................108 PART X - ADDITIONAL INFORMATION...................................................................................................165 PART XI - DEFINITIONS........................................................................................................................... 192 PART XII - GLOSSARY............................................................................................................................. 195 PART I - RISK FACTORS Aston Martin Lagonda is subject to a number of risks. The occurrence of any of the events discussed below could materially adversely affect Aston Martin Lagonda’s business, financial condition or results of operations. The risks and uncertainties described below represent the risks that the Directors believe to be material to the Company, the Group or its industry as at the date of this Registration Document. However, these risks and uncertainties are not the only ones facing Aston Martin Lagonda. Additional risks not currently known to the Directors, or which the Directors would now deem immaterial, could also adversely affect Aston Martin Lagonda’s business, financial condition or results of operations. This Registration Document contains “forward-looking” statements that involve risks and uncertainties. The actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include those discussed below and elsewhere in this Registration Document. See “Forward-looking Statements” in Part II (Presentation of Information). RISKS RELATING TO ASTON MARTIN LAGONDA’S BUSINESS 1 Aston Martin Lagonda’s future success depends on its ability to develop attractive products that are tailored to the needs and tastes of its customers. Aston Martin Lagonda’s success depends on the continued popularity of its existing products and its ability to provide its customers with new, attractive products tailored to their needs. These new products may not achieve the level of consumer acceptance that the Directors anticipate. Trends affecting consumer demand may depend on factors such as disposable income, brand prestige and environmental consciousness (including a preference against high-emission cars), some of which are difficult to plan for and may be influenced by popular media. Aston Martin Lagonda must continue to identify trends in customer needs and tastes in sufficient time to react to these changes and thus strengthen its market position and expand into new segments. A misjudgement or delayed recognition of trends and customer needs and tastes in individual markets or other changes in requirements could lead to a decline in demand, sales and profitability of Aston Martin Lagonda’s products in the short term and, over the long term, damage its brand. It could also lead to significantly unprofitable investments and associated costs. These risks could be exacerbated by the relatively small scale of Aston Martin Lagonda’s operations. In addition, demand for Aston Martin cars and, in particular, the Group's heritage range and special edition models, relies on Aston Martin Lagonda’s strong relationship with the active global community of

Load more