Ashtead Group PLC
AGM Statement
4 September 2024
ASHTEAD GROUP PLC
("Ashtead" or the "Company")
AGM Statement & Results
AGM Statement & Results
At the Annual General Meeting ("AGM") of the Company held on 4 September 2024 at
11:30am, 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 17 were passed as ordinary
resolutions. Resolutions 18 - 21 were passed as special resolutions.]
As at 18:30 (UKtime) on 3 September 2024, the number of voting shares of the
Company was 437,298,807 ordinary shares, which was the total number of shares
entitling the holders to attend and vote 'for' or 'against' all the resolutions
at the AGM. In accordance with the Company's Articles of Association, on a poll,
every member present in person or by proxy has one vote for every share held.
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
| |ORDINARY |Votes for |% Vote|Votes |% Votes|Total no. |% of
|Votes |
| |RESOLUTIONS |(including | |against |against|of |Issued |
|
| | |discretionary|s | | |votes |Share
|withheld |
| | |votes) |for * | | |validly
|Capital|** |
| | | | | | |cast |voted |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|1. |That the |319,960,902 |99.94 |176,104 |0.06 |320,137,006|73.21%
|1,729,414|
| |accounts for | | | | | | |
|
| |the year | | | | | | |
|
| |ended 30April| | | | | | |
|
| |2024, the | | | | | | |
|
| |directors' | | | | | | |
|
| |report and | | | | | | |
|
| |the auditors'| | | | | | |
|
| |report be | | | | | | |
|
| |adopted. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|2. |That the |315,461,099 |98.02 |6,365,837 |1.98 |321,826,936|73.59%
|39,483 |
| |directors' | | | | | | |
|
| |remuneration | | | | | | |
|
| |report for | | | | | | |
|
| |the year | | | | | | |
|
| |ended 30April| | | | | | |
|
| |2024 be | | | | | | |
|
| |approved. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|3. |That the |199,333,758 |63.20 |116,067,153|36.80 |315,400,911|72.12%
|6,465,508|
| |directors' | | | | | | |
|
| |remuneration | | | | | | |
|
| |policy set | | | | | | |
|
| |out in the | | | | | | |
|
| |Annual Report| | | | | | |
|
| |be approved | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|4. |That the |321,753,141 |99.97 |94,135 |0.03 |321,847,276|73.60%
|19,144 |
| |final | | | | | | |
|
| |dividend | | | | | | |
|
| |recommended | | | | | | |
|
| |by the | | | | | | |
|
| |directors of | | | | | | |
|
| |89.25 US | | | | | | |
|
| |cents | | | | | | |
|
| | | | | | | | |
|
| |per ordinary | | | | | | |
|
| |share for the| | | | | | |
|
| |year ended 30| | | | | | |
|
| |April 2024 be| | | | | | |
|
| |declared | | | | | | |
|
| |payable on 10| | | | | | |
|
| |September | | | | | | |
|
| |2024 to | | | | | | |
|
| |holders of | | | | | | |
|
| |ordinary | | | | | | |
|
| |shares | | | | | | |
|
| |registered at| | | | | | |
|
| |the close of | | | | | | |
|
| |business on 9| | | | | | |
|
| |August 2024. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|5. |That Paul |305,384,443 |94.89 |16,443,749 |5.11 |321,828,192|73.59%
|38,228 |
| |Walker be re | | | | | | |
|
| |-elected as a| | | | | | |
|
| |director. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|6. |That Brendan |321,828,217 |99.99 |16,145 |0.01 |321,844,362|73.60%
|22,058 |
| |Horgan be re | | | | | | |
|
| |-elected as a| | | | | | |
|
| |director. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|7. |That Michael |319,425,228 |99.25 |2,402,970 |0.75 |321,828,198|73.59%
|38,222 |
| |Pratt be re | | | | | | |
|
| |-elected as a| | | | | | |
|
| |director. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|8. |That Angus |312,819,928 |97.20 |9,009,864 |2.80 |321,829,792|73.59%
|36,628 |
| |Cockburn be | | | | | | |
|
| |re-elected as| | | | | | |
|
| |a director. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|9. |That Lucinda |276,916,470 |86.04 |44,913,099 |13.96 |321,829,569|73.59%
|36,849 |
| |Riches be re | | | | | | |
|
| |-elected as a| | | | | | |
|
| |director. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|10.|That Tanya |313,512,063 |97.42 |8,317,729 |2.58 |321,829,792|73.59%
|36,628 |
| |Fratto be re | | | | | | |
|
| |-elected as a| | | | | | |
|
| |director. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|11.|That Jill |312,704,023 |97.16 |9,125,769 |2.84 |321,829,792|73.59%
|36,628 |
| |Easterbrook | | | | | | |
|
| |re-elected as| | | | | | |
|
| |a director. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|12.|That Renata |312,371,694 |97.41 |8,295,613 |2.59 |320,667,307|73.33%
|1,199,113|
| |Ribeiro be | | | | | | |
|
| |elected as a | | | | | | |
|
| |director. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|13.|That Roy |320,325,295 |99.89 |344,019 |0.11 |320,669,314|73.33%
|1,197,106|
| |Twite be | | | | | | |
|
| |elected as a | | | | | | |
|
| |director. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|14.|That PwC be |320,574,604 |99.61 |1,246,511 |0.39 |321,821,115|73.59%
|45,305 |
| |appointed as | | | | | | |
|
| |auditor of | | | | | | |
|
| |the Company. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|15.|That the |321,760,060 |99.98 |73,929 |0.02 |321,833,989|73.60%
|32,431 |
| |audit | | | | | | |
|
| |committee be | | | | | | |
|
| |authorised to| | | | | | |
|
| |agree the | | | | | | |
|
| |remuneration | | | | | | |
|
| |of the | | | | | | |
|
| |auditor of | | | | | | |
|
| |the Company. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|16.|Approval of |197,073,349 |62.49 |118,317,407|37.51 |315,390,756|72.12%
|6,475,663|
| |the amendment| | | | | | |
|
| |to the rules | | | | | | |
|
| |of the | | | | | | |
|
| |Ashtead Group| | | | | | |
|
| |Long-Term | | | | | | |
|
| |Incentive | | | | | | |
|
| |Plan 2021 | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|17.|That the |310,490,547 |96.47 |11,345,471 |3.53 |321,836,018|73.60%
|30,402 |
| |directors are| | | | | | |
|
| |authorised to| | | | | | |
|
| |allot the | | | | | | |
|
| |shares under | | | | | | |
|
| |section 551 | | | | | | |
|
| |(1) (a) and | | | | | | |
|
| |(b) of the | | | | | | |
|
| |Companies Act| | | | | | |
|
| |2006. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
| |SPECIAL |Votes for |% Vote|Votes |% Votes|Total no. |% of
|Votes |
| |RESOLUTIONS |(including | |against |against|of |Issued |
|
| | |discretionary|s | | |votes |Share
|withheld |
| | |votes) |for * | | |validly
|Capital|** |
| | | | | | |cast |voted |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|18.|That the |301,169,011 |93.59 |20,630,839 |6.41 |321,799,850|73.59%
|66,570 |
| |directors be | | | | | | |
|
| |empowered to | | | | | | |
|
| |disapply the | | | | | | |
|
| |provisions of| | | | | | |
|
| |section 561 | | | | | | |
|
| |(1) to (6) of| | | | | | |
|
| |the Companies| | | | | | |
|
| |Act 2006. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|19.|That the |294,463,977 |91.56 |27,148,512 |8.44 |321,612,489|73.55%
|253,931 |
| |directors be | | | | | | |
|
| |empowered to | | | | | | |
|
| |issue shares | | | | | | |
|
| |on a non | | | | | | |
|
| | | | | | | | |
|
| |pre-emptive | | | | | | |
|
| |basis. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|20.|That the |314,106,605 |97.61 |7,707,185 |2.39 |321,813,790|73.59%
|52,629 |
| |directors be | | | | | | |
|
| |authorised to| | | | | | |
|
| |make market | | | | | | |
|
| |purchases of | | | | | | |
|
| |the Company's| | | | | | |
|
| |shares under | | | | | | |
|
| |section 701 | | | | | | |
|
| |of the | | | | | | |
|
| |Companies | | | | | | |
|
| |Act. | | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|21.|That a |313,089,701 |97.28 |8,745,621 |2.72 |321,835,322|73.60%
|31,097 |
| |general | | | | | | |
|
| |meeting other| | | | | | |
|
| |than an | | | | | | |
|
| |annual | | | | | | |
|
| |general | | | | | | |
|
| |meeting | | | | | | |
|
| | | | | | | | |
|
| |may be called| | | | | | |
|
| |on not less | | | | | | |
|
| |than 14 clear| | | | | | |
|
| |days' notice.| | | | | | |
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|* |Includes
|
| |discretionary
|
| |votes
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
|** |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.
|
+---+-------------+-------------+------+-----------+-------+-----------+-------+
---------+
The Ashtead Board is pleased to note that all resolutions were passed with the
requisite majority of votes and welcomes the overwhelming support of the
Company's shareholders for the majority of the resolutions proposed.
The Company notes the level of shareholder support for resolution 3 (Approval of
the Directors' Remuneration Policy) and resolution 16 (the amendment to the
rules of the Long-Term Incentive Plan). Prior to the AGM, the Remuneration
Committee undertook an extensive consultation with its largest shareholders on
the proposed Directors' Remuneration Policy (the "Policy") and its
implementation.
The Committee received indications of broad support during this process, but
also took into account the full range of feedback received. As described in the
2024 Annual Report, the Committee was very mindful of the need to balance
sometimes divergent shareholder views with the particular context and
circumstances for Ashtead, to ensure that remuneration policy continues to
incentivise growth and long-term shareholder value creation. A number of changes
were made as a direct result of shareholder feedback at the time. However, the
Committee also concluded that the other aspects of the proposals remained
appropriately aligned to the Company's stated principles of providing
remuneration that is: market competitive; enables the Company to motivate and
retain its talented leadership team; and rewards fairly its colleagues'
contribution to Ashtead's future success.
The Company will now engage with its shareholders in respect of the
implementation of the Policy. In accordance with the UK Corporate Governance
Code the Company will publish an update on this further engagement within six
months of the 2024 AGM.
Contact:
Ashtead Group plc
Will Shaw (Investment Manager) - 020 7726 9700
H/Advisors Maitland
Sam Cartwright - 020 7379 5151
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