ASTON MARTIN LAGONDA MARTIN LAGONDA ASTON PROSPECTUS SEPTEMBER 2018 ASTON MARTIN LAGONDA PROSPECTUS SEPTEMBER 2018 591176_AM_cover_PROSPECTUS.indd All Pages 14/09/2018 12:49:53 This document comprises a prospectus (the “Prospectus”) relating to Aston Martin Lagonda Global Holdings plc (the “Company”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority of the United Kingdom (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000 (“FSMA”), which has been approved by the FCA in accordance with section 87A of FSMA and made available to the public as required by Rule 3.2 of the Prospectus Rules. This Prospectus has been prepared in connection with the offer of ordinary shares of the Company (the “Shares”) to certain institutional and other investors described in Part V (Details of the Offer) of this Prospectus (the “Offer”) and the admission of the Shares to the premium listing segment of the Official List of the UK Listing Authority and to the London Stock Exchange's main market for listed securities ("Admission"). This Prospectus updates and replaces in whole the Registration Document published by Aston Martin Holdings (UK) Limited on 29 August 2018. The Directors, whose names appear on page 96 of this Prospectus, and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company, who have taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Application will be made to the FCA for Admission of all of the Shares, issued and to be issued. No application has been, or is currently intended to be, made for the Shares to be admitted to listing or trading on any other stock exchange. Conditional dealings in the Shares are expected to commence at 8 a.m. on 3 October 2018. It is expected that Admission will become effective, and that unconditional dealings will commence, at 8 a.m. on 8 October 2018. All dealings in Shares prior to the commencement of unconditional dealings will be on a “when issued” basis and of no effect if Admission does not take place and will be at the sole risk of the parties concerned. Prospective investors should read the entire Prospectus and, in particular, Part II (Risk Factors) for a discussion of certain factors that should be considered in connection with an investment in the Shares. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if one or more of the risks described in the Prospectus were to occur, investors may find that their investment is materially adversely affected. Accordingly, an investment in the Shares is only suitable for investors who are knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment. ASTON MARTIN LAGONDA Aston Martin Lagonda Global Holdings plc (incorporated in England and Wales under the Companies Act 2006 with registered number 11488166) Offer of up to 57,380,300 Shares of £0.00882 each at an Offer Price expected to be between £17.50 and £22.50 per Share and admission to the premium listing segment of the Official List and to trading on the London Stock Exchange Joint Global Co-ordinators Deutsche Bank Goldman Sachs International J.P. Morgan Cazenove (Sole Sponsor) Joint Bookrunners BofA Merrill Lynch Credit Suisse Securities HSBC UniCredit Corporate & (Europe) Limited Investment Banking Co-Lead Managers CI Capital Investment Banking Houlihan Lokey Mediobanca Numis Financial Adviser Lazard & Co. ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION (assuming the Offer Price is set at the mid-point of the Price Range and no exercise of the Over-allotment Option) Issued and fully paid Number Nominal Value 227,103,165 £2,003,444.38 Pursuant to the Offer, the Selling Shareholders and Other Selling Shareholders are collectively expected to sell between 56,305,622 and 57,380,300 Shares, representing 25 per cent. of the issued ordinary share capital of the Company on Admission. Through the sale of Shares pursuant to the Offer, the Company expects the Selling Shareholders and Other Selling Shareholders to raise in aggregate approximately £1,135.5 million (assuming that the Offer Price is set at the mid-point of the Price Range and no exercise of the Over-allotment Option) before taking into account expenses. The Company will not receive any of the proceeds from the sale of the Shares, all of which will be paid to the Selling Shareholders and Other Selling Shareholders. In addition to the Offer, the Over-Allotment Shareholders may also sell between 5,630,562 and 5,738,030 Shares to the Stabilising Manager under the Over-Allotment Option. It is currently expected that the Offer Price and the Share Offer Size will be set within the Price Range and the Share Offer Size Range, respectively. A number of factors will be considered in determining the Offer Price, including the level and nature of demand for the Shares during the bookbuilding process, the level of demand in the Retail Offer, the prevailing market conditions and the objective of establishing an orderly and liquid after-market in the Shares. Unless required to do so by law or regulation, the Company does not envisage publishing any supplementary prospectus or pricing statement, as the case may be, until announcement of the Offer Price and the Share Offer Size. A Pricing Statement containing the Offer Price, confirming the Share Offer Size and containing any other outstanding information is expected to be published on or around 3 October 2018 and will be available on the Company's website at www.astonmartinlagonda.com. If the Offer Price is set above the Price Range and/or the number of Shares to be sold by the Selling Shareholders and Other Selling Shareholders is set above or below the Share Offer Size Range (subject to the minimum free-float requirements of the UK Listing Authority), the Company would make an announcement via a Regulatory Information Service and prospective investors would have a statutory right to withdraw their offer to purchase Shares pursuant to section 87Q of FSMA. Further, the Company will update the information provided in this Prospectus by means of a supplement to it if a significant new factor that may affect the evaluation by prospective investors of the Offer occurs prior to Admission or if it is noted that this Prospectus contains any mistake or substantial inaccuracy. The arrangements for withdrawing offers to purchase Shares would be made clear in the announcement or supplement (as applicable). In connection with the Offer, Goldman Sachs International (“Goldman Sachs”), as Stabilising Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other stabilisation transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange's main market for listed securities and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any over-allotments and/or from sales of Shares effected by it during the stabilising period, it is expected that the Over-allotment Shareholders will grant the Stabilising Manager an option (the "Over-allotment Option"), pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Shares up to a maximum of 10 per cent. of the total number of Shares comprised in the Offer (the "Over-allotment Shares") at the Offer Price. The Over- allotment Option will be exercisable in whole or in part upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Shares on the London Stock Exchange's main market for listed securities. Any Over- allotment made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares being sold in the Offer and will form a single class for all purposes with the other Shares. This Prospectus does not constitute an offer of, or the solicitation of an offer to buy or to subscribe for, the Shares to any person in any jurisdiction to whom or in which jurisdiction such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada, Japan or South Africa. The Shares have not been, and will not be, registered under the U.S.