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ASHTEAD GROUP PLC - Notice of AGM Results

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Ashtead Group PLC

AGM Statement

17th September 2021

ASHTEAD GROUP PLC

(the “Company”)

AGM Statement & Results

AGM Statement & Results

At the Annual General Meeting of the Company “Ashtead Group plc” held on 16th September 2021 at 2:30pm, all resolutions put to shareholders were duly passed on a poll with the required majorities. The full text of each resolution is contained in the Notice of Annual General Meeting. Resolutions 1 to 16 were passed as ordinary resolutions. Resolutions 17 – 21 were passed as special resolutions.

ORDINARY RESOLUTIONS

Votes for (including discretionary votes)

% Votes for *

Votes against

% Votes against *

Total no. of votes validly cast

Total % of voting capital voted (including withheld) **

Votes
withheld

1.

That the accounts for the year ended 30 April 2021, the directors’ report and the auditors’ report be adopted.

336,487,579

99.98

58,770

0.02

338,546,349

75.25

2,037,076

2.

That the directors’ remuneration report for the year ended 30 April 2021 be approved.

214,865,136

63.97

121,031,689

36.03

335,896,825

75.10

2,686,595

3.

That the directors’ remuneration policy set out in the annual
report of the Company for the year ended 30 April 2021 be approved.

184,430,438

60.72

119,284,600

39.28

303,715,038

67.91

34,868,385

4.

That the final dividend recommended by the directors of 35p
per ordinary share for the year ended 30 April 2021 be declared payable on 21 September 2021 to holders of ordinary shares registered at the close of business on 20 August 2021.

338,551,782

99.99

28,181

0.01

338,579,963

75.70

3,461

5.

That Paul Walker be re-elected as a director.

328,266,803

97.09

9,823,099

2.91

338,089,902

75.59

493,523

6.

That Brendan Horgan be re-elected as a director.

335,073,154

98.97

3,483,164

1.03

338,556,318

75.70

27,107

7.

That Michael Pratt be re-elected as a director.

337,899,182

99.81

656,536

0.19

338,555,718

75.70

27,707

8.

That Angus Cockburn re-elected as a director.

329,480,982

97.32

9,075,006

2.68

338,555,988

75.70

27,437

9.

That Lucinda Riches be re-elected as a director.

296,991,992

97.41

7,884,918

2.59

304,876,910

68.17%

33,706,515

10.

That Tanya Fratto be re-elected as a director.

330,128,591

97.51

8,424,397

2.49

338,552,988

75.69%

30,437

11.

That Lindsley Ruth be re-elected as a director.

331,811,670

97.91

7,083,670

2.09

338,895,340

75.77

30,437

12.

That Jill Easterbrook re-elected as a director.

333,512,655

98.41

5,382,685

1.59

338,895,340

75.77

30,437

13.

That Deloitte LLP be re-appointed as auditor of the Company.

331,318,649

97.76

7,588,785

2.24

338,907,434

75.77

18,352

14.

That the directors be authorised to fix the remuneration of the
auditor of the Company.

336,076,809

99.16

2,839,462

0.84

338,916,271

75.78

9,515

15.

Approval of Long-Term Incentive Plan

251,802,181

74.44

86,440,905

25.56

338,243,086

75.63

682,699

16.

That the directors are authorised to allot the shares under section 551 (1) (a) and (b) of the Companies Act 2006.

321,584,625

94.89

17,331,859

5.11

338,916,484

75.78

9,301


SPECIAL RESOLUTIONS

Votes for (including discretionary votes)

% Votes for *

Votes against

% Votes against *

Total no. of votes validly cast

Total % of voting capital voted (including withheld) **

Votes
withheld

17.

That the directors be empowered to disapply the provisions of section 561 (1) to (6) of the Companies Act 2006.

336,839,971

99.70

1,023,733

0.30

337,863,704

75.54

1,062,083

18.

That the directors be empowered to issue shares on a non
pre-emptive basis.

330,229,671

97.74

7,638,118

2.26

337,867,789

75.54

1,057,998

19.

That the directors be authorised to make market purchases of the Company's shares under section 701 of the Companies Act.

330,078,164

97.78

7,500,959

2.22

337,579,123

75.48

1,346,664

20.

That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

324,108,847

95.63

14,799,626

4.37

338,908,473

75.77

17,314

21.

Amendments to articles of association

338,734,201

100.00

6,037

0.00

338,740,238

75.74

185,549

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes “for” and “against” a resolution.

** Percentage of issued share capital (excluding 4,093,307 treasury shares)

The Ashtead Board is pleased to note that all resolutions were passed with the requisite majority of votes and welcomes the overwhelming support of the Company's shareholders for the majority of the resolutions proposed.

During 2020/21, we consulted extensively with our largest shareholders, proxy advisors and shareholder representative organisations on the proposed Directors’ Remuneration Report (Resolution 2), the proposed Directors’ Remuneration Policy (Resolution 3) and the new Long-Term Incentive Plan (Resolution 15). The Board notes that a majority of shareholders voted in support of the three resolutions. Accordingly, the new Remuneration Policy will take effect for three years from fiscal year 2022 and will be implemented by the Remuneration Committee.

The Board acknowledges that some shareholders did not vote in favour of these three resolutions. In making its Executive Director pay decisions and devising the new Directors’ Remuneration Policy, the Board was acutely aware of the sensitivities around executive remuneration in the prevailing environment and balanced these concerns with the need to retain and incentivise a strong management team to deliver on our ambitious growth strategy. Importantly, the new policy is aligned with the wider workforce, who have the opportunity to share, in a meaningful and aligned manner, in the value created for shareholders over the next few years. Consequently, the Board firmly believes that the changes approved by shareholders are in the best interests of all of the Group’s stakeholders.

We value an open and transparent dialogue with our shareholders and we will continue to engage with them to ensure all views are understood and respected and taken into consideration in applying the new Directors' Remuneration Policy going forwards. In accordance with the UK Corporate Governance Code we will publish an update on this engagement within six months of the AGM.

Contact:

Will Shaw – Investment Manager, 020 7726 9700

Maitland - James McFarlane - 0207 379 5151

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