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ASHTEAD GROUP PLC - Notice of AGM Results

Ashtead Group PLC

AGM Statement and Smaller Related Party Transaction

8th September 2020

ASHTEAD GROUP PLC

(the “Company”)

AGM Statement & Results and Smaller Related Party Transaction

AGM Statement & Results

At the Annual General Meeting of the Company “Ashtead Group plc” held on at , 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 14 were passed as ordinary resolutions. Resolutions 15 – 19 were passed as special resolutions.8th September 20202:30pm

* 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 4,885,000 treasury shares)

Smaller Related Party Transaction

As described in the Notice of Annual General Meeting (the "") and as noted on page 103 of the Company's annual report and accounts for the year ended 2019, the interim dividend of per ordinary share paid on (the "") was made otherwise than in accordance with the Companies Act 2006.NoticeInterim Dividend7.15 pence5 February 2020

Following approval from the Board (excluding the Relevant Directors (as defined in the Notice) who were precluded from voting) and as described in the Notice, today the Company has entered into the Interim Deeds of Release (as defined in the Notice) to release the Relevant Directors and the Recipient Shareholders (as defined in the Notice) from any liability to repay any amount of the Interim Dividend. The Relevant Directors are deemed to be related parties of the Company under the Listing Rules in the context of the Interim Deeds of Release and accordingly the entry by the Company into the Interim Deeds of Release falls within Listing Rule 11.1.10R (smaller related party transactions) and this announcement is made in accordance with Listing Rule 11.1.10R(c).

Contact:

– Investment Manager, 020 7726 9700Will Shaw

ORDINARY     Votes for     %     Votes      % Votes Total no.   Total % of Votes
    RESOLUTIONS  (including    Votes against    against of votes    voting     withheld
                 discretionary for *            *       validly     capital
                 votes)                                 cast        voted
                                                                    (including
                                                                    withheld)
                                                                    **

1.  That the     323,326,943   99.88 391,082    0.12    323,718,025 72.57      2,327,101
    accounts for
    the year
    ended 30
    April 2020,
    the
    directors’
    report and
    the
    auditors’
    report be
    adopted.

2.  That the     316,056,569   97.68 7,501,245  2.32    323,557,814 72.57      2,487,312
    directors’
    remuneration
    report for
    the year
    ended 30
    April 2020
    be approved.

3.  That the     326,029,819   100   6,774      0.00    326,036,593 72.57      8,534
    final
    dividend
    
    per ordinary
    share be
    declared for
    the year
    ended 30
    April 2020.

4.  That Paul    321,538,589   98.88 3,649,334  1.12    325,187,923 72.57      857,203
    Walker be
    re-elected
    as a
    director.

5.  That Brendan 309,004,167   94.87 16,723,470 5.13    325,727,637 72.57      317,490
    Horgan be
    re-elected
    as a
    director.

6.  That Michael 325,022,518   99.69 1,014,261  0.31    326,036,779 72.57      8,348
    Pratt be
    re-elected
    as a
    director.

7.  That Angus   322,373,729   99.53 1,533,672  0.47    323,907,401 72.57      2,137,725
    Cockburn be
    elected as a
    director.

8.  That Lucinda 323,606,752   99.26 2,428,684  0.74    326,035,436 72.57      9,691
    Riches be
    re-elected
    as a
    director.

9.  That Tanya   323,610,560   99.26 2,421,876  0.74    326,032,436 72.57      12,691
    Fratto be
    re-elected
    as a
    director.

10  That         319,551,296   98.66 4,354,762  1.34    323,906,058 72.57      2,139,068
    Lindsley
    Ruth be
    re-elected
    as a
    director.

11  That Jill    326,022,514   100   12,022     0.00    326,034,536 72.57      10,591
    Easterbrook
    be elected
    as a
    director.

12  That         320,405,052   98.27 5,626,510  1.73    326,031,562 72.57      13,564
    Deloitte LLP
    be
    re-appointed
    as auditor
    of the
    Company.

13. That the     324,626,014   99.57 1,406,521  0.43    326,032,535 72.57      12,591
    directors be
    authorised
    to fix the
    remuneration
    of the
    auditor of
    the Company.

14. That the     314,889,115   96.58 11,144,162 3.42    326,033,277 72.57      11,850
    directors
    are
    authorised
    to allot the
    shares under
    section 551
    (1) (a) and
    (b) of the
    Companies
    Act 2006.

                 Votes for     %     Votes      % Votes Total no.   Total % of Votes
    SPECIAL      (including    Votes against    against of votes    voting     withheld
    RESOLUTIONS  discretionary for *            *       validly     capital
                 votes)                                 cast        voted
                                                                    (including
                                                                    withheld)
                                                                    **

15. That the     325,712,479   99.93 240,513    0.07    325,952,992 72.57      92,135
    directors be
    empowered to
    disapply the
    provisions
    of section
    561 (1) to
    (6) of the
    Companies
    Act 2006.

16. That the     323,365,424   99.21 2,587,767  0.79    325,953,191 72.57      91,935
    directors be
    empowered to
    issue shares
    on a non
    pre-emptive
    basis.

17. That the     317,588,120   97.47 8,245,151  2.53    325,833,271 72.57      211,855
    directors be
    authorised
    to make
    market
    purchases of
    the
    Company's
    shares under
    section 701
    of the
    Companies
    Act.

18. That a       307,847,816   94.42 18,187,491 5.58    326,035,307 72.57      9,820
    general
    meeting
    other than
    an annual
    general
    meeting may
    be called on
    not less
    than 14
    clear days’
    notice.

19  That the     325,969,288   99.98 55,670     0.02    326,024,958 72.57      20,169
    capital of
    the Company
    be reduced
    by
    cancelling
    2,840,000
    ordinary
    shares of
    10p each.33.5 pence

Quick facts: Ashtead Group

Price: 2792

Market: LSE
Market Cap: £12.55 billion
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