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