TIDMAHT
Ashtead Group PLC
AGM Statement
17th September 2021
ASHTEAD GROUP PLC
(the "Company")
AGM Statement & Results
AGM Statement & Results
At the Annual General Meeting of the Company "Ashtead Group plc" held on 16th
September 2021 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 16 were
passed as ordinary resolutions. Resolutions 17 - 21 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 336,487,579 99.98 58,770 0.02 338,546,349 75.25 2,037,076
accounts for the
year ended
30 April 2021,
the directors'
report and the
auditors' report
be adopted.
2. That the 214,865,136 63.97 121,031,689 36.03 335,896,825 75.10 2,686,595
directors'
remuneration
report for the
year ended
30 April 2021 be
approved.
3. That the 184,430,438 60.72 119,284,600 39.28 303,715,038 67.91 34,868,385
directors'
remuneration
policy set out
in the annual
report of the
Company for the
year ended 30
April 2021 be
approved.
4. That the final 338,551,782 99.99 28,181 0.01 338,579,963 75.70 3,461
dividend
recommended by
the directors of
35p
per ordinary
share for the
year ended 30
April 2021 be
declared payable
on 21 September
2021 to holders
of ordinary
shares
registered at
the close of
business on 20
August 2021.
5. That Paul Walker 328,266,803 97.09 9,823,099 2.91 338,089,902 75.59 493,523
be re-elected as
a director.
6. That Brendan 335,073,154 98.97 3,483,164 1.03 338,556,318 75.70 27,107
Horgan be
re-elected as a
director.
7. That Michael 337,899,182 99.81 656,536 0.19 338,555,718 75.70 27,707
Pratt be
re-elected as a
director.
8. That Angus 329,480,982 97.32 9,075,006 2.68 338,555,988 75.70 27,437
Cockburn
re-elected as a
director.
9. That Lucinda 296,991,992 97.41 7,884,918 2.59 304,876,910 68.17% 33,706,515
Riches be
re-elected as a
director.
10. That Tanya 330,128,591 97.51 8,424,397 2.49 338,552,988 75.69% 30,437
Fratto be
re-elected as a
director.
11. That Lindsley 331,811,670 97.91 7,083,670 2.09 338,895,340 75.77 30,437
Ruth be
re-elected as a
director.
12. That Jill 333,512,655 98.41 5,382,685 1.59 338,895,340 75.77 30,437
Easterbrook
re-elected as a
director.
13. That Deloitte 331,318,649 97.76 7,588,785 2.24 338,907,434 75.77 18,352
LLP be
re-appointed as
auditor of the
Company.
14. That the 336,076,809 99.16 2,839,462 0.84 338,916,271 75.78 9,515
directors be
authorised to
fix the
remuneration of
the
auditor of the
Company.
15. Approval of 251,802,181 74.44 86,440,905 25.56 338,243,086 75.63 682,699
Long-Term
Incentive Plan
16. That the 321,584,625 94.89 17,331,859 5.11 338,916,484 75.78 9,301
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)
**
17. That the 336,839,971 99.70 1,023,733 0.30 337,863,704 75.54 1,062,083
directors be
empowered to
disapply the
provisions of
section 561 (1)
to (6) of the
Companies Act
2006.
18. That the 330,229,671 97.74 7,638,118 2.26 337,867,789 75.54 1,057,998
directors be
empowered to
issue shares on
a non
pre-emptive
basis.
19. That the 330,078,164 97.78 7,500,959 2.22 337,579,123 75.48 1,346,664
directors be
authorised to
make market
purchases of the
Company's shares
under section
701 of the
Companies Act.
20. That a general 324,108,847 95.63 14,799,626 4.37 338,908,473 75.77 17,314
meeting other
than an annual
general meeting
may be called on
not less than 14
clear days'
notice.
21. Amendments to 338,734,201 100.00 6,037 0.00 338,740,238 75.74 185,549
articles of
association
* 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 4,093,307 treasury shares)
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.
During 2020/21, we consulted extensively with our largest shareholders, proxy
advisors and shareholder representative organisations on the proposed
Directors' Remuneration Report (Resolution 2), the proposed Directors'
Remuneration Policy (Resolution 3) and the new Long-Term Incentive Plan
(Resolution 15). The Board notes that a majority of shareholders voted in
support of the three resolutions. Accordingly, the new Remuneration Policy will
take effect for three years from fiscal year 2022 and will be implemented by
the Remuneration Committee.
The Board acknowledges that some shareholders did not vote in favour of these
three resolutions. In making its Executive Director pay decisions and devising
the new Directors' Remuneration Policy, the Board was acutely aware of the
sensitivities around executive remuneration in the prevailing environment and
balanced these concerns with the need to retain and incentivise a strong
management team to deliver on our ambitious growth strategy. Importantly, the
new policy is aligned with the wider workforce, who have the opportunity to
share, in a meaningful and aligned manner, in the value created for
shareholders over the next few years. Consequently, the Board firmly believes
that the changes approved by shareholders are in the best interests of all of
the Group's stakeholders.
We value an open and transparent dialogue with our shareholders and we will
continue to engage with them to ensure all views are understood and respected
and taken into consideration in applying the new Directors' Remuneration Policy
going forwards. In accordance with the UK Corporate Governance Code we will
publish an update on this engagement within six months of the AGM.
Contact:
Will Shaw - Investment Manager, 020 7726 9700
Maitland - James McFarlane - 0207 379 5151
END
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