S S TR throughout the accounting period with the 2018 UK Corporate set out in the Prospectus dated 5 September 2022 and the TR A Governance Code. announcement by the Company on 28 September 2022 which can be A TE found on the Company’s website. A total of 29,969,919 warrants TE G G I I C GOING CONCERN were exercised during 2023, converting into a total of 8,990,975 C R After due enquiry, the Directors have a reasonable expectation that ordinary shares. R E E P the Group has adequate resources to continue in operational existence P O O R for the foreseeable future and to comply with its financial covenants. On 31 December 2023 the Employee Benefit Trust held a total of R T For these reasons, they continue to adopt the going concern basis in 372,862 ordinary shares (5,872 unallocated shares and 366,990 shares T preparing the Financial Statements. Further details of the going allocated from prior share awards, held as Nominee Shares). The right G concern statement for the Group are set out in note 1 to the Financial to receive any dividend has been waived by the Trustee of the G O Statements and the Viability Statement is set out on page 70. O VE Employee Benefit Trust over the entire unallocated shares and we note VE R that any dividend due to be paid over allocated shares would be paid R NAN DIVIDEND AND RESULTS directly to the Company (as the Trustee Paying Agent) for onward NAN Revenue from the continuing business during the period amounted to distribution to the respective individuals. The Trustee has the right to C C E £1.6bn (2022: £1.4bn). A review of the Group’s consolidated results is exercise any voting rights in respect of the unallocated shares it holds E set out from page 142. and will vote in accordance with the voting instructions received from the beneficial owners of the allocated shares. F F I It is the Directors’ intention to retain the Group’s cash flow to finance I NAN growth and to focus on delivery of its new business plan. The Directors SUBSTANTIAL SHAREHOLDINGS NAN C intend to review, on an ongoing basis, the Company’s dividend policy The Company has received notifications of major interests in its issued C IAL and will consider the payment of dividends as the Group’s strategy ordinary share capital in accordance with Rule 5 of the DTRs. Details of IAL S S matures, depending upon the Group’s Free Cash Flow, financial the position as at the end of the financial year are as follows: T T A condition, future prospects and any other factors deemed by the A T T E Directors to be relevant at the time. The Directors are not Number of % of total E M Shareholder ordinary shares voting rights M E recommending any dividend for the 2023 financial year. 1 E N Lawrence Stroll 208,581,263 25.32 N T T S SHARE CAPITAL The Public Investment Fund 140,504,260 17.06 S Li Shufu (Geely) 132,530,859 16.09 Details of the issued share capital, together with details of movements Ernesto Bertarelli 112,559,889 13.67 F F U in the issued share capital of the Company during the year, are shown Yew Tree Overseas Ltd 80,458,305 9.77 U R R T in note 27 to the Financial Statements. This is incorporated by Mercedes-Benz AG 73,320,195 8.90 T H H E reference and deemed to be part of this Report. Invesco Limited 29,832,865 3.62 E R R INF Lucid Group Inc 28,352,273 3.44 INF At 31 December 2023, the Company had one class of ordinary shares OR which carries no right to fixed income. Each share carries the right to 1 Includes 80,458,305 shares also disclosed by Yew Tree Overseas Ltd and OR M one vote at general meetings of the Company. The ordinary shares are 112,559,889 shares also disclosed by Ernesto Bertarelli. M A A T listed on the premium listing segment of the Financial Conduct T I I ON There have been no changes notified to the Company in accordance ON Authority’s OfÏcial List and traded on the Main Market for listed securities of the London Stock Exchange. with Rule 5 of the DTRs to the holdings disclosed above. As at 31 December 2023, the Company had 823,663,785 ordinary RESTRICTIONS ON TRANSFER OF ORDINARY SHARES shares of £0.10 in issue. The Company does not hold any shares in The Articles do not contain any restrictions on the transfer of ordinary shares in the Company other than the usual restrictions applicable where treasury. Specific powers relating to the allotment and issuance of ordinary shares and the ability of the Company to purchase its own any amount is unpaid on a share. All issued share capital of the Company securities are included within the Articles and such authorities must be at the date of this Annual Report is fully paid. Certain restrictions are also submitted for approval by the shareholders, at the AGM each year imposed by laws and regulations (such as insider trading and marketing requirements relating to closed periods) and requirements of the Market (and were submitted and approved at the 2023 AGM). Abuse Regulation whereby Directors and certain employees of the Following shareholder approval at the general meeting on Company require prior approval to deal in the Company’s securities. 4 December 2020 and pursuant to the Warrant Instrument dated 7 December 2020, as amended on 28 September 2022 (Warrant SHAREHOLDERS’ RIGHTS Holders of ordinary shares have the rights accorded to them under UK Instrument), the Company issued 126,647,852 warrants granting rights to subscribe for up to 37,994,356 ordinary shares of £0.10. Each company law, including the rights to receive the Company’s Annual warrant entitles a warrantholder to subscribe for 0.3 warrant shares at Report and Accounts, attend and speak at general meetings, appoint the subscription price of £1.67 per warrant share. Warrants are proxies and exercise voting rights. No shareholder holds ordinary exercisable during the period starting on 1 July 2021 and ending on shares carrying special rights relating to the control of the Company 7 December 2027. The Warrant Instrument sets out the rights of and, other than as previously publicly disclosed in relation to the Yew warrantholders, including the right to receive shareholder documents Tree Consortium, the voting rights of which are exercised in accordance with instructions of Lawrence Stroll, the Directors are not aware of any and notifications and the right to requisition the Company to convene a meeting of warrantholders. Further information on the warrants is agreements between holders of the Company’s shares that may result in restrictions on voting rights. ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 125