Results of AGM

Ashtead Group PLC

AGM Statement

4 September 2024

ASHTEAD GROUP PLC

("Ashtead" or the "Company")

AGM Statement & Results

AGM Statement & Results

At the Annual General Meeting ("AGM") of the Company held on 4 September 2024 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 17 were passed as ordinary resolutions. Resolutions 18 - 21 were passed as special resolutions.]

As at 18:30 (UK time) on 3 September 2024, the number of voting shares of the Company was 437,298,807 ordinary shares, which was the total number of shares entitling the holders to attend and vote 'for' or 'against' all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll, every member present in person or by proxy has one vote for every share held.

	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 2024, the directors' report and the auditors' report be adopted.	319,960,902	99.94	176,104	0.06	320,137,006	73.21%	1,729,414
2.	That the directors' remuneration report for the year ended 30 April 2024 be approved.	315,461,099	98.02	6,365,837	1.98	321,826,936	73.59%	39,483
3.	That the directors' remuneration policy set out in the Annual Report be approved	199,333,758	63.20	116,067,153	36.80	315,400,911	72.12%	6,465,508
4.	That the final dividend recommended by the directors of 89.25 US cents per ordinary share for the year ended 30 April 2024 be declared payable on 10 September 2024 to holders of ordinary shares registered at the close of business on 9 August 2024.	321,753,141	99.97	94,135	0.03	321,847,276	73.60%	19,144
5.	That Paul Walker be re-elected as a director.	305,384,443	94.89	16,443,749	5.11	321,828,192	73.59%	38,228
6.	That Brendan Horgan be re-elected as a director.	321,828,217	99.99	16,145	0.01	321,844,362	73.60%	22,058
7.	That Michael Pratt be re-elected as a director.	319,425,228	99.25	2,402,970	0.75	321,828,198	73.59%	38,222
8.	That Angus Cockburn be re-elected as a director.	312,819,928	97.20	9,009,864	2.80	321,829,792	73.59%	36,628
9.	That Lucinda Riches be re-elected as a director.	276,916,470	86.04	44,913,099	13.96	321,829,569	73.59%	36,849
10.	That Tanya Fratto be re-elected as a director.	313,512,063	97.42	8,317,729	2.58	321,829,792	73.59%	36,628
11.	That Jill Easterbrook re-elected as a director.	312,704,023	97.16	9,125,769	2.84	321,829,792	73.59%	36,628
12.	That Renata Ribeiro be elected as a director.	312,371,694	97.41	8,295,613	2.59	320,667,307	73.33%	1,199,113
13.	That Roy Twite be elected as a director.	320,325,295	99.89	344,019	0.11	320,669,314	73.33%	1,197,106
14.	That PwC be appointed as auditor of the Company.	320,574,604	99.61	1,246,511	0.39	321,821,115	73.59%	45,305
15.	That the audit committee be authorised to agree the remuneration of the auditor of the Company.	321,760,060	99.98	73,929	0.02	321,833,989	73.60%	32,431
16.	Approval of the amendment to the rules of the Ashtead Group Long-Term Incentive Plan 2021	197,073,349	62.49	118,317,407	37.51	315,390,756	72.12%	6,475,663
17.	That the directors are authorised to allot the shares under section 551 (1) (a) and (b) of the Companies Act 2006.	310,490,547	96.47	11,345,471	3.53	321,836,018	73.60%	30,402
	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 **
18.	That the directors be empowered to disapply the provisions of section 561 (1) to (6) of the Companies Act 2006.	301,169,011	93.59	20,630,839	6.41	321,799,850	73.59%	66,570
19.	That the directors be empowered to issue shares on a non pre-emptive basis.	294,463,977	91.56	27,148,512	8.44	321,612,489	73.55%	253,931
20.	That the directors be authorised to make market purchases of the Company's shares under section 701 of the Companies Act.	314,106,605	97.61	7,707,185	2.39	321,813,790	73.59%	52,629
21.	That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	313,089,701	97.28	8,745,621	2.72	321,835,322	73.60%	31,097
*	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.

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.

The Company notes the level of shareholder support for resolution 3 (Approval of the Directors' Remuneration Policy) and resolution 16 (the amendment to the rules of the Long-Term Incentive Plan). Prior to the AGM, the Remuneration Committee undertook an extensive consultation with its largest shareholders on the proposed Directors' Remuneration Policy (the "Policy") and its implementation.

The Committee received indications of broad support during this process, but also took into account the full range of feedback received. As described in the 2024 Annual Report, the Committee was very mindful of the need to balance sometimes divergent shareholder views with the particular context and circumstances for Ashtead, to ensure that remuneration policy continues to incentivise growth and long-term shareholder value creation. A number of changes were made as a direct result of shareholder feedback at the time. However, the Committee also concluded that the other aspects of the proposals remained appropriately aligned to the Company's stated principles of providing remuneration that is: market competitive; enables the Company to motivate and retain its talented leadership team; and rewards fairly its colleagues' contribution to Ashtead's future success.

The Company will now engage with its shareholders in respect of the implementation of the Policy. In accordance with the UK Corporate Governance Code the Company will publish an update on this further engagement within six months of the 2024 AGM.

Contact:

Ashtead Group plc

Will Shaw (Investment Manager) - 020 7726 9700

H/Advisors Maitland