Director Shareholding

Ashtead Group PLC
24 January 2002

Ashtead Group plc 
Ordinary Shares of 10p
 
The Company announces that its executive directors, George Burnett, Ian Robson,
Ted Forshaw and Bruce Dressel, have purchased respectively 284,399, 94,821,
35,108 and 117,157 shares in the Company. Full details of these purchases which
were made on 21 and 22 January are given in the table below.  

These purchases, through which the directors have invested part of their bonuses 
for the year ended 30 April 2001 in shares in the Company, qualify for 
participation in the investment incentive plan (IIP), whose introduction 
shareholders approved at the Annual General Meeting held on 8 October 2001. 
Under the rules of the IIP, the Company, through its Remuneration Committee, 
has made conditional Matching Awards of shares to each director to the value of 
three times the gross equivalent of the amount invested. Vesting of the matching
awards is conditional upon achievement of demanding targets relating to achieved
real growth in earnings per share over that in the year to 30 April 2001 and to 
Total Shareholder Return over the three year vesting period from the date of the
last Annual General Meeting, being 8 October 2001.  

The Company has provided the funds to enable a specially established employee 
share ownership trust to purchase the appropriate number of shares. The table 
below shows the number of shares purchased by the employee share ownership trust
and how these shares have been transferred to the directors on a conditional 
basis subject to a requirement to return them to the extent that the performance
conditions are not met.
 
ORDINARY SHARES OF 10p EACH
 
Number of shares in issue           325,131,792

PURCHASES BY DIRECTORS - ALL SHARES HELD BENEFICIALLY 

Director                 Date of      Number of       Percentage of     Average price  Total Shares   Percentage of     
                         purchase     shares          issued share      per share      held           of issued         
                                      purchased       capital              p                          capital %

GEORGE BARNETT BURNETT  21/22 01 02   284,399         0.09               56.96         12,284,399       3.78 
STUART IAN ROBSON       21/22 01 02    94,821         0.03               56.96            105,821       0.03 
EDWARD JAMES FORSHAW    21/22 01 02    35,108         0.01               56.96             50,132       0.02 
JAMES BRUCE DRESSEL     21/22 01 02   117,157         0.04               56.96            317,157       0.10 
 
                                                                                                                   
                 
PURCHASES BY EMPLOYEE SHARE OWNERSHIP TRUST AND TRANSFERRED TO DIRECTORS ON A CONDITIONAL BASIS TO MEET THE
POTENTIAL AWARDS ON A FULL VESTING

                                     Number of       Percentage of     Average price  Total Shares   Percentage of      
                                     shares          issued share      per share      held           of issued share    
                                     purchased       capital              p                          capital %
                                     21/22 01 02                                       (INCLUDING SHARES HELD ON A
                                                                                        CONDITIONAL BASIS)
       
Total number of shares purchased      2,722,575         0.84             56.96


CONDITIONALLY TRANSFERRED TO DIRECTORS AS MATCHING AWARDS AS FOLLOWS:


GEORGE BARNETT BURNETT               1,422,006                                        13,706,406        4.22
STUART IAN ROBSON                      474,107                                           579,928        0.18
EDWARD JAMES FORSHAW                   175,541                                           225,674        0.07
JAMES BRUCE DRESSEL                    650,878                                           968,035        0.30

                                     2,722,532
Shares not transferred                      43

                                     2,722,575         
 

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