AGM Statement

Ashtead Group PLC

AGM Statement

6th September 2023

ASHTEAD GROUP PLC

(the "Company")

AGM Statement & Results

AGM Statement & Results

At the Annual General Meeting of the Company held on 6 September 2023 at 11:30am, 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 15 were passed as ordinary resolutions. Resolutions 16 - 19 were passed as special resolutions.

                                                                                                                                                 Issued Share Capital: 438,068,721

	ORDINARY RESOLUTIONS	Votes for (including discretionary votes)	% Votes for *	Votes against	% Votes against	Total no. of votes validly cast	% of Issued Share Capital voted	Votes withheld **
1.	That the accounts for the year ended 30 April 2023, the directors' report and the auditors' report be adopted.	328,942,654	99.97	110,014	0.03	329,052,668	75.11%	2,437,681
2.	That the directors' remuneration report for the year ended 30 April 2023 be approved.	319,772,680	96.60	11,241,935	3.40	331,014,615	75.56%	475,734
3.	That the final dividend recommended by the directors of 85 cents per ordinary share for the year ended 30 April 2023 be declared payable on 12 September 2023 to holders of ordinary shares registered at the close of business on 11 August 2023.	331,081,936	100.00	1,496	0.00	331,083,432	75.58%	406,917
4.	That Paul Walker be re-elected as a director.	301,708,636	91.13	29,370,573	8.87	331,079,209	75.58%	411,140
5.	That Brendan Horgan be re-elected as a director.	331,065,464	100.00	13,696	0.00	331,079,160	75.58%	411,189
6.	That Michael Pratt be re-elected as a director.	330,135,236	99.71	943,704	0.29	331,078,940	75.58%	411,409
7.	That Angus Cockburn be re-elected as a director.	324,550,205	98.03	6,528,405	1.97	331,078,610	75.58%	411,739
8.	That Lucinda Riches be re-elected as a director.	316,147,326	95.49	14,935,286	4.51	331,082,612	75.58%	407,737
9.	That Tanya Fratto be re-elected as a director.	323,397,405	97.68	7,681,204	2.32	331,078,609	75.58%	411,740
10.	That Lindsley Ruth be re-elected as a director.	323,618,322	98.05	6,446,299	1.95	330,064,621	75.35%	1,425,728
11.	That Jill Easterbrook re-elected as a director.	322,299,399	97.35	8,779,810	2.65	331,079,209	75.58%	411,140
12.	That Renata Ribeiro be elected as a director.	324,671,372	98.06	6,407,837	1.94	331,079,209	75.58%	411,140
13.	That PwC be appointed as auditor of the Company.	329,124,396	99.41	1,946,364	0.59	331,070,760	75.58%	419,589
14.	That the audit committee be authorised to agree the remuneration of the auditor of the Company.	330,987,896	99.97	89,479	0.03	331,077,375	75.58%	412,974
15.	That the directors are authorised to allot the shares under section 551 (1) (a) and (b) of the Companies Act 2006.	316,711,862	95.66	14,354,965	4.34	331,066,827	75.57%	423,522
	SPECIAL RESOLUTIONS	Votes for (including discretionary votes)	% Votes for *	Votes against	% Votes against	Total no. of votes validly cast	% of Issued Share Capital voted	Votes withheld **
16.	That the directors be empowered to disapply the provisions of section 561 (1) to (6) of the Companies Act 2006.	328,360,336	99.22	2,567,929	0.78	330,928,265	75.54%	562,084
17.	That the directors be empowered to issue shares on a non pre-emptive basis.	325,659,301	98.41	5,266,423	1.59	330,925,724	75.54%	564,625
18.	That the directors be authorised to make market purchases of the Company's shares under section 701 of the Companies Act.	321,823,149	97.25	9,114,968	2.75	330,938,117	75.54%	552,232
19.	That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	319,641,874	96.55	11,434,120	3.45	331,075,994	75.58%	414,355

* Includes discretionary votes

** 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.

Following the 2022 AGM, the Company responded to the level of support for the directors' remuneration report and the re-election of Lucinda Riches resolutions being below 80% by conducting an engagement with those institutional shareholders identified as voting against the resolutions. The outcome of this engagement was detailed in an RNS dated 3 March 2023 and in the Company's 2023 Annual Report.

In accordance with Listing Rule 9.6.2, a copy of the special resolutions have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Contact:

Will Shaw - Investment Manager, 020 7726 9700

Maitland

Sam Cartwright - 0207 379 5151

---

---