GOVERNANCE DIRECTORS’ REPORT CONTINUED S % of voting rights The purpose of these Relationship Agreements is to ensure that the TR to nominate A Company can carry on its business independently and for the benefit one director as of shareholders as a whole. The Relationship Agreements also provide TE a member of G the Nomination I that the Company will not take any action in relation to certain C Committee and R an observer to significant matters without the prior approval of at least two-thirds of % of voting % of voting the Remuneration E the members of the Board present and entitled to vote. The P Significant rights to nominate rights to nominate and Audit and Risk O shareholder group two directors one director Committees Relationship Agreements will terminate upon the relevant significant R Yew Tree 10% or above Between 7% 7% shareholder group ceasing to have the entitlement to exercise a T Consortium and 10% minimum percentage of the voting rights in the Company or the Public 10% or above Between 7% 7% G Company’s shares ceasing to be admitted to the OfÏcial List of the Investment and 10% Financial Conduct Authority and traded on the Main Market for listed O Fund securities of the London Stock Exchange. VE Mercedes- 15% or above Between 7.5% 7.5% R Benz AG and 15% NAN Each of the Relationship Agreements provides that each significant Geely - 7% 7% C shareholder group is entitled to nominate director(s) to the Board and E the Nomination Committee and an observer to the Remuneration and TRANSACTIONS WITH RELATED PARTIES Audit and Risk Committees, subject to the size of its respective interest Details of Related Party Transactions which have been undertaken in F in the voting rights of the Company as set out in the table above. I the year ended 31 December 2023 are included within note 31 to the NAN Financial Statements. On 26 June 2023, the Company announced it had entered into an C amendment and restatement of its Strategic Co-operation Agreement IAL SIGNIFICANT CONTRACTS with MBAG which was originally entered into on 27 October 2020. S At 31 December 2023, the Group had a Revolving Credit Facility of T Under the amended agreement, the Company and MBAG will continue A T £99.4m which contains a change of control clause. The Group also had long-term strategic co-operation, supporting the delivery of current E M US$1,143.7m of 10.50% Senior Secured Notes due 2025, and and future generation Aston Martin vehicles. Under the original E N US$121.7m Second Lien Split Coupon Notes which contain change of agreement the Company would issue additional Aston Martin shares T S control provisions. In aggregate, these financing arrangements are to MBAG in exchange for access to further technology replaced and considered significant to the Group and, in the event of a takeover (i.e. this has now been replaced with a restated commitment to the existing a change of control) of the Company, the amounts outstanding under F strategic collaboration allowing the parties to discuss future access U the Revolving Credit Facility may be cancelled or become immediately R to technology for cash. No further consideration shares, or related T payable and the holders of the Senior Secured Notes and Second Lien H cash top up payments, will be issued or paid to MBAG under the E Notes may require the Group to repurchase their notes. R restated agreement. INF All the Company’s share plans contain provisions relating to a change In addition to the terms agreed in the Strategic Cooperation OR of control. In the event of a change of control or winding up of the Agreement, the Group has a long-standing technical partnership with M A Company (other than an internal reorganisation), LTIP awards will vest MBAG for the provision of engines, electrical architecture and T I subject to the extent to which the performance conditions have been entertainment systems. This partnership began in 2013, when MBAG ON satisfied. Pro rating for service will apply unless the Remuneration Committee decides otherwise. Outstanding deferred bonus awards became one of Aston Martin Holdings (UK) Limited’s shareholders. will vest in full as soon as practicable. In the event of an internal The agreements governing our relationship with MBAG provide that corporate reorganisation, deferred bonus and LTIP awards may (with under certain circumstances MBAG may be entitled to terminate consent from any acquiring company) be replaced by equivalent operational agreements on three or four years’ prior notice (depending awards. Alternatively, the Remuneration Committee may decide that deferred bonus and LTIP awards will vest as in the case of a change of on the operational agreement) if a strategic MBAG competitor control described above. In the event of a demerger, special dividend acquires a sufÏcient interest in AML, acquires certain board appointment rights, or enters into certain strategic arrangements with or other corporate event that will materially impact the share price the AML without MBAG’s consent. Committee may, at its discretion, allow deferred bonus and LTIP awards to vest on the same basis as for a change of control as described In early 2020, the Group entered into a sponsorship agreement, as above. Alternatively, an adjustment may be made to the number of amended in 2022, for a ten-year initial term under which the Racing shares if considered appropriate. Point Formula One® team was re-launched as the Aston Martin Cognizant Formula One® team with effect from the 2021 season, The Company currently has four groups of significant shareholders, bringing an Aston Martin team back to the Formula One® grid for namely the Yew Tree Consortium, The Public Investment Fund, Geely the first time since 1960. The agreement included a sponsorship and Mercedes-Benz AG (‘MBAG’). The relationship between the arrangement effective from 2021 to 2025 with expenses Company and each of these significant shareholder groups is governed commensurate with the Group’s previous annual Formula One® by four separate relationship agreements (“Relationship expenditure. In March 2023, the parties agreed to sponsorship fees for Agreements”). the period from 2026 to 2030. From 2030, the sponsorship arrangements will be renewable at the Board’s discretion for additional ten year periods up to the end of 2060. The Group anticipates that this ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 126