Ashtead Group Plc - Results of the Court Meeting and the Extraordinary General Meeting

Ashtead Group Plc - Results of the Court Meeting and the Extraordinary General Meeting

PR Newswire

LONDON, United Kingdom, June 10

10 June 2025

Ashtead Group plc

Results of the Court Meeting and the Extraordinary General Meeting held on 10 June 2025

On 10 June 2025, Ashtead Group plc ("Ashtead") announced proposals to establish, by means of a scheme of arrangement under Part 26 of the Companies Act 2006, a new Delaware corporation ("Sunbelt Rentals") as the holding company of the Ashtead group in connection with its proposed new US primary listing (the "Scheme"). A circular (the "Circular") was published to shareholders on 13 May 2025 containing, amongst other things, the terms of the Scheme, the formal Notices convening the requisite shareholder meetings and the related voting instructions. Capitalised terms used in this announcement but not defined shall have the meaning given to them in the Circular.

Today, two meetings of Ashtead's shareholders were held at the offices of Freshfields LLP, 100 Bishopsgate, London, EC2P 2SR in connection with the Scheme and related matters. The first meeting was a meeting convened by an order of the High Court of Justice made on 7 May 2025 (the "Court Meeting") to approve the Scheme. The second meeting was a general meeting of Ashtead (the "Extraordinary General Meeting") to approve certain matters related to the Scheme.

Results of the Court Meeting

Ashtead is pleased to announce that, at the Court Meeting to approve the proposed Scheme, the resolution approving the Scheme was passed by the requisite majority on a poll.

The result of the poll taken at the Court Meeting of Ashtead shareholders is set out as follows:

Present and Voting			Voted For the Scheme			Voted Against the Scheme
How Present	No. of Ashtead shareholders	No. of Ashtead shares represented	No. of Ashtead shareholders	No. of Ashtead shares represented		No. of Ashtead shareholders	No. of Ashtead shares represented
				No.	% of those present and voting		No.	% of those present and voting
In Person	1	801	1	801	100	0	0	0
By Proxy	88	328,776,936	73	317,066,840	96.44	33	11,710,096	3.56
Total*	89	328,777,737	74	314,067,641	96.44	33	11,710,096	3.56

*The aggregate of Ashtead shareholders voting "for" and "against" the resolution as set out in this row exceeds the total number of Ashtead shareholders who voted because 18 Ashtead shareholders gave instructions for votes to be cast "for" the resolution in respect of part of their holding of Ashtead shares and "against" the resolution in respect of another part of their holding of Ashtead shares.

Accordingly, the resolution approving the Scheme at the Court Meeting was passed by a majority in number (specifically 69.16%) representing at least seventy-five per cent by number of votes (specifically 96.44%) of those present and voting at the Court Meeting (in person or by proxy).

Results of the Extraordinary General Meeting

At the Extraordinary General Meeting, Ashtead shareholders passed each of the special resolutions by the requisite majorities on a poll. The full text of each resolution is contained in the Notice of Extraordinary General Meeting.

The total number of votes cast in respect of each resolution is set out in the table below. Ashtead's issued share capital, excluding treasury shares, as at 6 June 2025 was 429,346,320 and the number of votes per share is one.

No.	Resolution	FOR		AGAINST		WITHHELD	TOTAL VOTE
		No. of votes	% of vote	No. of votes	% of vote	No. of votes
1.	To authorise the Directors to take all necessary action to give effect to the Scheme.	311,634,427	95.94	13,201,052	4.06%	2,254,314	324,835,479
2.	To authorise the reduction of share capital.	312,877,534	95.95	13,198,915	4.05%	1,013,344	326,076,449
3.	To authorise (a) the paying up, allotment and issuance of New Ashtead Shares and (b) the Directors to allot such New Ashtead Shares.	312,833,414	95.94	13,243,136	4.06%	1,013,243	326,076,550
4.	To authorise amendments to the existing articles of association of the Company	312,882,818	95.95%	13,199,523	4.05%	1,007,452	326,082,341
5.	To authorise the delisting of Ashtead Shares from the Official List and the Equity Shares (Commercial Company) Category of the Official List and the London Stock Exchange's main market for listed securities.	304,656,847	93.79%	20,181,569	6.21%	2,251,377	324,838,416
6.	To authorise the re-registration of the Company as a private company limited by shares.	311,593,979	95.93%	13,235,438	4.07%	2,260,376	324,829,417
7.	To authorise the adoption of the Post-Scheme Articles of Association.	312,875,925	95.95%	13,200,778	4.05%	1,013,090	326,076,703

Completion of the Scheme

Completion of the Scheme remains subject to the sanction of the High Court of Justice in England and Wales, the hearing in respect of which is expected to take place in calendar Q1 2026. Exact dates are to be notified in due course. Copies of the resolutions passed at the Court Meeting and the Extraordinary General Meeting will be submitted shortly to the National Storage Mechanism, where they will be available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

ENQUIRIES

Ashtead Group	Will Shaw	[phone]
H/Advisors Maitland	Sam Cartwright	[phone]

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