ASHTEAD GROUP PLC - Notice of AGM Results

ASHTEAD GROUP PLC - Notice of AGM Results

PR Newswire

London, September 8

Ashtead Group PLC

AGM Statement and Smaller Related Party Transaction

8th September 2020

ASHTEAD GROUP PLC

(the "Company")

AGM Statement & Results and Smaller Related Party Transaction

AGM Statement & Results

At the Annual General Meeting of the Company "Ashtead Group plc" held on 8th September 2020 at 2:30pm, 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 14 were passed as ordinary resolutions. Resolutions 15 - 19 were passed as special resolutions.

	ORDINARY RESOLUTIONS	Votes for (including discretionary votes)	% Votes for *	Votes against	% Votes against *	Total no. of votes validly cast	Total % of voting capital voted (including withheld) **	Votes withheld
1.	That the accounts for the year ended 30 April 2020, the directors' report and the auditors' report be adopted.	323,326,943	99.88	391,082	0.12	323,718,025	72.57	2,327,101
2.	That the directors' remuneration report for the year ended 30 April 2020 be approved.	316,056,569	97.68	7,501,245	2.32	323,557,814	72.57	2,487,312
3.	That the final dividend 33.5 pence per ordinary share be declared for the year ended 30 April 2020.	326,029,819	100	6,774	0.00	326,036,593	72.57	8,534
4.	That Paul Walker be re-elected as a director.	321,538,589	98.88	3,649,334	1.12	325,187,923	72.57	857,203
5.	That Brendan Horgan be re-elected as a director.	309,004,167	94.87	16,723,470	5.13	325,727,637	72.57	317,490
6.	That Michael Pratt be re-elected as a director.	325,022,518	99.69	1,014,261	0.31	326,036,779	72.57	8,348
7.	That Angus Cockburn be elected as a director.	322,373,729	99.53	1,533,672	0.47	323,907,401	72.57	2,137,725
8.	That Lucinda Riches be re-elected as a director.	323,606,752	99.26	2,428,684	0.74	326,035,436	72.57	9,691
9.	That Tanya Fratto be re-elected as a director.	323,610,560	99.26	2,421,876	0.74	326,032,436	72.57	12,691
10	That Lindsley Ruth be re-elected as a director.	319,551,296	98.66	4,354,762	1.34	323,906,058	72.57	2,139,068
11	That Jill Easterbrook be elected as a director.	326,022,514	100	12,022	0.00	326,034,536	72.57	10,591
12	That Deloitte LLP be re-appointed as auditor of the Company.	320,405,052	98.27	5,626,510	1.73	326,031,562	72.57	13,564
13.	That the directors be authorised to fix the remuneration of the auditor of the Company.	324,626,014	99.57	1,406,521	0.43	326,032,535	72.57	12,591
14.	That the directors are authorised to allot the shares under section 551 (1) (a) and (b) of the Companies Act 2006.	314,889,115	96.58	11,144,162	3.42	326,033,277	72.57	11,850
	SPECIAL RESOLUTIONS	Votes for (including discretionary votes)	% Votes for *	Votes against	% Votes against *	Total no. of votes validly cast	Total % of voting capital voted (including withheld) **	Votes withheld
15.	That the directors be empowered to disapply the provisions of section 561 (1) to (6) of the Companies Act 2006.	325,712,479	99.93	240,513	0.07	325,952,992	72.57	92,135
16.	That the directors be empowered to issue shares on a non pre-emptive basis.	323,365,424	99.21	2,587,767	0.79	325,953,191	72.57	91,935
17.	That the directors be authorised to make market purchases of the Company's shares under section 701 of the Companies Act.	317,588,120	97.47	8,245,151	2.53	325,833,271	72.57	211,855
18.	That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	307,847,816	94.42	18,187,491	5.58	326,035,307	72.57	9,820
19	That the capital of the Company be reduced by cancelling 2,840,000 ordinary shares of 10p each.	325,969,288	99.98	55,670	0.02	326,024,958	72.57	20,169

* 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.

** Percentage of issued share capital (excluding 4,885,000 treasury shares)

Smaller Related Party Transaction

As described in the Notice of Annual General Meeting (the "Notice") and as noted on page 103 of the Company's annual report and accounts for the year ended 2019, the interim dividend of 7.15 pence per ordinary share paid on 5 February 2020 (the "Interim Dividend") was made otherwise than in accordance with the Companies Act 2006.

Following approval from the Board (excluding the Relevant Directors (as defined in the Notice) who were precluded from voting) and as described in the Notice, today the Company has entered into the Interim Deeds of Release (as defined in the Notice) to release the Relevant Directors and the Recipient Shareholders (as defined in the Notice) from any liability to repay any amount of the Interim Dividend. The Relevant Directors are deemed to be related parties of the Company under the Listing Rules in the context of the Interim Deeds of Release and accordingly the entry by the Company into the Interim Deeds of Release falls within Listing Rule 11.1.10R (smaller related party transactions) and this announcement is made in accordance with Listing Rule 11.1.10R(c).

Contact:

Will Shaw - Investment Manager, 020 7726 9700