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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