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