Ashtead Group PLC — AGM Information 2022

Sep 7, 2022

Ashtead Group plc

Company Number: 01807982

AT THE GENERAL MEETING of Ashtead Group plc duly convened and held on Tuesday 6th September 2022, the following special resolutions were passed:

Resolutions 16 and 17: Disapplication of pre-emption rights (special resolutions)

The Act requires that shares or other equity securities allotted for cash are offered first to existing shareholders in proportion to their existing holdings. The passing of these resolutions will allow the directors to allot shares (or sell any shares which the Company may hold in treasury following a purchase of its own shares) without first offering the securities to existing shareholders.

The authority would be limited to: (i) in the case of Resolution 16, allotments or sales: (a) in connection with pre-emptive offers (but where authority has been granted under Resolution 15.2 for a rights issue only), allowing the directors to make appropriate arrangements in relation to fractional entitlements or other legal or practical problems which may arise; and (b) otherwise up to an aggregate nominal value of £2,160,914 (which represents 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 July 2022 (being the latest practicable date prior to publication of this document); and (ii) in the case of Resolution 17, allotments or sales where each such allotment or sale is in connection with an acquisition or specified capital investment (as contemplated by the Pre-Emption Group's Statement of Principles most recently published by the Pre-Emption Group prior to the date of this document (the 'Principles')) up to an additional aggregate nominal value of £2,160,914 which represents 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 July 2022.

The directors confirm that they will only allot shares pursuant to the authority referred to in Resolution 17 where that allotment is in connection with an acquisition or specified capital investment (as defined in the Principles) which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. In respect of the authority referred to in Resolution 16, the directors also confirm their intention to follow the provisions of the Principles regarding cumulative usage of authority within a rolling three-year period. The Principles provide that usage in excess of 7.5% of the issued ordinary share capital of the Company should not take place without prior consultation with shareholders, except in connection with an acquisition or specified capital investment as referred to above.

The authorities will expire at the end of the next Annual General Meeting of the Company or at 6.00pm on 6 December 2023, whichever is sooner.

Resolution 18: Purchase of own shares by the Company (special resolution)

Resolution 18 seeks authority from holders of ordinary shares in the capital of the Company for the Company to make market purchases of its own ordinary shares, such authority being limited to the purchase of 14.99% of the ordinary shares in issue (excluding treasury shares) as at 5 July 2022 (being the latest practicable date prior to publication of this document). The minimum and maximum prices payable are also specified in the resolution. The authority to purchase the Company's own ordinary shares will only be exercised if the directors consider that there is likely to be a beneficial impact on earnings per ordinary share and that it is in the best interests of the Company at the time. The resolution renews a similar resolution passed at the AGM of the Company held on 16 September 2021. Applicable company law allows the Company to hold in treasury any shares purchased by it using its distributable profits. Such shares will remain in issue and capable of being resold by the Company or used in connection with certain of its share schemes. The Company intends to take advantage of this to the extent that it exercises the authority to buy back its shares, so as to hold the purchased shares in treasury.

At 5 July 2022, there were 3,269,759 options in issue representing 0.76% of the issued ordinary share capital at that date (excluding treasury shares). If the directors were to exercise in full the power for which they are seeking authority under Resolution 18, the options outstanding as at 5 July 2022 would represent 0.89% of the ordinary share capital in issue following such exercise.

Resolution 19: Notice period for general meetings (special resolution)

The Act requires companies to give not less than 21 clear days' notice of general meetings, unless shareholders approve a shorter notice period of not less than 14 clear days. The Board is proposing Resolution 19 to allow the Company to call general meetings (other than Annual General Meetings) on 14 clear days' notice. The Board does not intend to routinely use this shorter notice period, but considers it beneficial to retain the flexibility to do so in circumstances where a shorter notice period is merited by the business To be conducted at the meeting and is thought to be to the advantage of shareholders as a whole.

Certified as a true copy.

Eric Watkins Company Secretary

Ashtead Group plc 100 Cheapside London EC2V 6DT