Purchase of Shares

Ashtead Group plc

4^th May 2021

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES OR AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES IN ANY JURISDICTION OR A SOLICITATION OF ANY VOTE OR APPROVAL.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

ASHTEAD GROUP PLC - PURCHASES OF SHARES

Ashtead Group plc (the “Company”) announces that it has entered into an arrangement with Barclays Bank PLC, acting through its Investment Bank (“Barclays”). The arrangement allows Barclays to purchase, together with any other ordinary shares in the Company (the “Shares”) purchased on the Company’s behalf pursuant to its buyback programme, up to (a) prior to the expiration of the Company’s current buyback authority granted by shareholder resolution dated 8 September 2020, 67,351,544 Shares; and (b) following such expiration, the aggregate number of Shares authorised to be purchased by the Company under any subsequent buyback authority granted during the arrangement (which in any event shall be less than 15% of the relevant class of the Company’s equity shares at the date of such authority) during the period commencing the date hereof and  28 April 2023 . These share purchases will be made on the Company's behalf and in accordance with the arrangement and, in the case of any purchases made during closed periods, shall be made independently of and uninfluenced by the Company.

Any share purchases effected pursuant to the arrangement will be subject to the terms of the arrangement with Barclays and in any case will be effected in a manner consistent with both the general authority vested in the Company to repurchase shares and Chapter 12 of the United Kingdom Listing Rules, which require that the maximum price paid be limited to be no more than the lower of (i) 105 per cent of the average middle market closing price of the Company’s ordinary shares for the five business days before the purchase is made, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. The aggregate purchase price under this arrangement, together with any other Shares purchased on the Company’s behalf pursuant to its buyback programme, will not exceed £1,000,000,000.

The sole purpose of these share purchases is to reduce the Company’s share capital.

Further information on the Company can be found on our Internet site: www.ashtead-group.com.

IMPORTANT NOTICE

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the buyback programme and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays nor for providing advice in relation to the buyback programme or any other matter referred to in this announcement.

Further enquiries:

Ashtead Group plc
Will Shaw - 0207 726 9700