Ashtead Group PLC — Proxy Solicitation & Information Statement 2014

Jul 31, 2014

Shareholder Reference Number

For use by holders of ordinary shares of 10 pence each in Ashtead Group plc (the 'Company') at the Annual General Meeting of the Company to be held on 3 September 2014.

I/We being (a) member(s) of the above-named company, hereby appoint the chairman of the meeting, or (see Note 1)

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement and on my/our behalf at the Annual General Meeting of the Company to be held on 3 September 2014 and at any adjournment thereof.

Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder (see Note 9).

I/ We desire my/our said proxy to vote on the resolutions set out below in the manner indicated by an 'X' in the appropriate spaces and to vote or abstain from voting on any other resolutions which may be properly moved at the meeting and at any adjournment thereof as he/she thinks fit.

Fold here

1. 2. 3. 4. 5. 6. 7. 8. 9.	Ordinary Resolutions: Receiving report and accounts Approval of directors' remuneration report (excluding remuneration policy) Approval of directors' remuneration policy Declaration of a final dividend Re-election of Chris Cole Re-election of Geoff Drabble Re-election of Brendan Horgan Re-election of Sat Dhaiwal Re-election of Suzanne Wood 10. Re-election of Michael Burrow 11. Re-election of Bruce Edwards 12. Re-election of Ian Sutcliffe 13. Election of Wayne Edmunds 14. Reappointment of auditor 15. Authority to set the remuneration of the auditor 16. Approval of the Performance Share Plan 17. Directors' authority to allot shares Special Resolutions:			For	Against	Vote Withheld (Note 4)	Discretionary (Note 5)
	18. Disapplication of section 561(1) and sub-sections (1) – (6) of section 562 of the Companies Act 2006 19. Authority for the Company to purchase its own shares 20. Notice period for general meetings
	Notes overleaf
		Signature (see Notes 2 and 7)
			Date
+	By order of the Board E Watkins Company secretary	Registered Office Kings House 36-37 King Street					+

London EC2V 8BB

Fold here

Notes

• 1. If you wish to appoint another person or persons as your proxy, please delete the words 'the chairman of the meeting or' and insert the name(s) and address(es) of your proxy or proxies in the space provided; you should initial any changes. A proxy need not be a shareholder of the Company. If the proxy is being appointed in relation to part of your holding only, please indicate next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If no number is indicated, they will be authorised in respect of your full voting entitlement.
• 1. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a copy certified by a notary of such power or authority, must be deposited at the offices of the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by 2.30pm on 1 September 2014.
• 1. On receipt of this form of proxy duly signed, without any specific directions as to how you wish your votes to be cast, your proxy will be deemed to have been authorised to vote or to abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the Annual General Meeting.
• 1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withhold' is not valid in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 1. The 'Discretionary' option is provided to enable you to give discretion to your proxy to vote or abstain from voting as he or she thinks fit on the specified resolutions.
• 1. In the case of joint holders, only one need sign this form, but the names of all joint holders must be stated. The vote of the senior joint holder who tenders a vote, either in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Company's register of members in respect of this joint holding.
• 1. This form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. In the case of a corporation, this form should be executed under its common seal (subject to the Companies Act 2006) or under the hand of an officer or attorney duly authorised.
• 1. The completion and return of this form of proxy will not prevent you from attending and voting in person at the Annual General Meeting.
• 1. To appoint more than one proxy, (an) additional proxy form(s) must be obtained by contacting the Company's Registrars, Equiniti Limited, or you may copy this form. Please indicate next to the proxy holder's name the number of shares in relation to which they are entitled to act as your proxy. Please also indicate by ticking the relevant box if the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 2.30pm on 1 September 2014. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.