SPEEDY HIRE PLC

AGM Information • Jul 13, 2016

Speedy Hire Plc ("Company") Resolutions passed at the Annual General Meeting

At the Annual General Meeting of the Company held on 13 July 2016 at Instinctif Partners, 65 Gresham Street, London, EC2V 7NQ at 11.00am, the following resolutions were passed.

Resolutions 1 to 9 and 13 were passed as ordinary resolutions. Resolutions 10 to 12 were passed as special resolutions.

• 1. To receive and, if thought fit, to adopt the annual accounts of the Company for the financial year ended 31 March 2016 together with the reports of the directors and auditors.
• 1. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy Restatement) set out on pages 48 to 61 of the annual report in respect of the financial year ended 31 March 2016.
• 1. To declare a final dividend of 0.40 pence per ordinary share in respect of the year ended 31 March 2016.
• 1. To elect Chris Morgan as a director of the Company ('Director').
• 1. To elect Bob Contreras as a Director.
• 1. To elect Rob Barclay as a Director.
• 1. To appoint KPMG LLP as the Company's auditors ('Auditors') to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
• 1. To authorise the Directors to determine the remuneration of the Auditors.
• 1. That, in substitution for all subsisting authorities, the Directors be generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006 ('Act'), to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
• (a) up to a maximum nominal amount of £8,722,819; and
• (b) comprising equity securities (as defined in the Act) up to a nominal amount of £17,445,637 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) above of this resolution) in connection with an offer by way of a rights issue:
  • (i) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares; and

(ii) to the holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and this authority shall expire on 30 September 2017 or, if earlier, at the conclusion of the AGM of the Company to be held in 2017 but the Company may, before this authority expires, make any offer, agreement or arrangement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights pursuant to such offer, agreement or arrangement as if the authority had not expired.

• 1. That, subject to the passing of resolution 9, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by resolution 9 as if section 561 of the Act did not apply to the allotment but this power shall be limited to:
• (a) the allotment of equity securities where such securities have been offered (whether by way of rights issue, open offer or otherwise) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares but subject to the Directors having the right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and
• (b) the allotment of equity securities otherwise than pursuant to the power granted under resolution 10(a) up to a maximum nominal amount of £1,308,423,

and this power shall expire on 30 September 2017 or, if earlier, at the conclusion of the AGM of the Company to be held in 2017 but the Company may, before this power expires, make any offer, agreement or arrangement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to such offer, agreement or arrangement as if this power had not expired.

• 1. That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (as defined in section 693 of the Act) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors shall determine, provided that:
• (a) the maximum number of ordinary shares which may be acquired pursuant to this authority is 52,336,912 ordinary shares in the capital of the Company;

• (b) the minimum price which may be paid for each such ordinary share is its nominal value and the maximum price is the higher of 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately before the purchase is made and the amount stipulated by Article 5 (1) of the Buy-back and Stabilisation Regulation 2003 (in each case exclusive of expenses);

• (c) this authority shall expire on 30 September 2017 or, if earlier, at the conclusion of the AGM of the Company to be held in 2017; and

• (d) the Company may make a contract or contracts to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly after expiry of this authority and may make a purchase of ordinary shares pursuant to such contract or contracts.
• 1. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.
• 1. That, in accordance with sections 366 and 367 of the Act, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution is effective are authorised to:
• (a) make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
• (b) make political donations to political organisations other than political parties, not exceeding £50,000 in total; and
• (c) incur political expenditure not exceeding £50,000 in total,

in each case during the period commencing on the date of this resolution and ending at the conclusion of the AGM of the Company to be held in 2017 and provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during such period. For the purpose of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' shall have the meanings set out in sections 363 to 365 (inclusive) of the Act.

James Blair Company Secretary