Ashtead Group plc

Notice of Annual General Meeting
to be held at City Point,
The Madrid Room,
1 Ropemaker Street
London EC2Y 9HT

At 2.30 pm* Tuesday 20 September 2005

* Please note the start time of the AGM is 2.30pm as stated in this notice and not 11.30am as stated in the directors report on page 20 of the printed accounts.

If you have sold or otherwise transferred your Ordinary Shares, please send this document and the accompanying form of proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Notice is hereby given that the Annual General Meeting of the Company will be held at City Point, The Madrid Room, 1 Ropemaker Street, London EC2Y 9HT at 2.30pm on 20 September 2005 for the following purposes:

To consider and, if thought fit, pass the following Ordinary Resolutions:

1. That the accounts of the Company for the year ended 30 April 2005, the report of the directors and the report of the auditors be adopted.

2. That Mr A Stenham be re-elected as a director, who retires by rotation and being eligible, offers himself for re-election in accordance with Article 98 of the Company’s Articles of Association (Note 5).

3. That Mr C Cole be re-elected as a director, who retires by rotation and being eligible, offers himself for re-election in accordance with Article 98 of the Company’s Articles of Association (Note 6).

4. That Mr P Lovegrove be re-elected as a director, who retires by rotation and being eligible, offers himself for re-election in accordance with Article 98 of the Company’s Articles of Association (Note 7).

5. That Mr G Drabble be elected as a director, who was appointed by the Board during the year and accordingly retires and offers himself for election by the members in accordance with Article 97 of the Company’s Articles of Association (Note 8).

6. That Deloitte & Touche LLP be re-appointed as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and that their remuneration be fixed by the directors (Note 9).

7. That the directors’ remuneration report included in the annual report and accounts for the year ended 30 April 2005 be approved (Note 10).

8. That the directors be and they are hereby authorised generally and unconditionally to exercise all the powers of the Company to allot relevant securities (within the meaning of section 80(2) of the Companies Act 1985 (“the Act”)) up to an aggregate nominal amount of £13,338,941 being one-third of the current issued share capital of the Company. This authority shall, unless previously varied, revoked or renewed, expire at the conclusion of the Company’s next Annual General Meeting, but the Company may before such expiry make such offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot such securities as if the authority hereby conferred had not expired. All subsisting authorities to allot relevant securities previously conferred are hereby revoked, but without prejudice to the allotment of any relevant securities already made pursuant to such authority (Note 11).

To consider and, if thought fit, pass the following Special Resolutions:

9. That the directors be and they are hereby generally and unconditionally empowered pursuant to section 95 of the Act, without prejudice to all subsisting powers, to allot equity securities (within the meaning of section 94 of the Act) wholly for cash pursuant to the authority conferred by the previous resolution, and/or where such allotment constitutes an allotment of equity securities by virtue of section 94(3A) of the Act, as if section 89(1) of the Act did not apply to such allotment, provided that this power shall be limited to:

a. the allotment of equity securities in connection with a rights issue, open offer or any other preemptive offer in favour of all holders of relevant equity securities (excluding any shareholder holding shares as treasury shares) where the equity securities respectively attributable to the interests of such holders of the relevant securities are proportionate (nearly as may be) to the respective number of equity securities held by them (subject to such exclusions or other arrangements as the directors may deem necessary or desirable to deal with problems arising in any overseas territory or in connection with fractional entitlements or record dates or the requirements of any regulatory body or stock exchange or any other matter whatsoever); and

b. the allotment of equity securities (other than pursuant to (a) above) up to an aggregate nominal amount of £2,000,841. and this power shall, unless previously varied, revoked or renewed, expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, but the Company may before such expiry make such offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement as if the powers conferred had not expired (Note 12).

10. That authority is generally and unconditionally given, pursuant to section 166 of the Act for the Company to make market purchases (as defined in section 163(3) of the Act) of ordinary shares in the capital of the Company in such manner and on such terms as the directors may from time to time determine, provided that:

a. this authority shall, unless previously varied, revoked or renewed, expire at the conclusion of the next Annual General Meeting of the Company, but the Company may before such expiry make an offer or agreement to purchase its own shares which would or might be concluded wholly or in partly after such expiry;
b. the maximum number of shares authorised to be acquired is 20,008,411 representing 5 per cent of the current issued ordinary share capital of the Company; and c. for each share, the minimum price which may be paid is 10 pence payable by the Company and the maximum price is an amount equal to 105 per cent of the average of the middle market prices for an ordinary share as derived from The Stock Exchange Daily Official List for each of the five business days immediately preceding the date on which the share is purchased (Note 13).

11. That the Articles of Association of the Company be amended:
a. by the deletion of the existing Article 86 and the insertion of the following article to appear as Article 86:

“Subject to the provisions of the Companies Act, the Company may indemnify any director of the Company or of any associated company against any liability and may purchase and maintain for any director of the Company or of any associated company insurance against any liability”; and

b. by the insertion of the following sentence at the end of Article 118:

“The Company may also fund a director’s expenditure on defending proceedings as provided in the Companies Act” (Note 14).

By order of the Board
E Watkins
Legal Counsel and Company Secretary

Registered Office Kings Court
41-51 Kingston Road
Leatherhead
Surrey KT22 7AP

Notes
1. Every shareholder entitled to attend and vote at the Annual General Meeting may appoint a proxy (or proxies) to attend and vote, on a poll, on his or her behalf. A proxy need not be a shareholder of the Company. Forms of proxy must be lodged with the Company’s registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6ZL, not less than 48 hours before the Annual General Meeting. Completion of the form of proxy does not preclude the shareholder from attending the Annual General Meeting and voting.

2. The Company, pursuant to Regulation 41 of the Uncertified Securities Regulations 2001, specifies that only those shareholders registered on the register of members of the Company at 6.00pm on 18 September 2005 shall be entitled to attend or vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after 6.00pm on 18 September 2005 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

3. Any shareholder who has sold or transferred his or her shares in the Company should pass this document and its enclosures to the person through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

4. The register of directors’ interests in the share capital of the Company and copies of service contracts of the directors with the Company and its subsidiaries will be available for inspection at the Company’s corporate office, King’s Court, 41-51 Kingston Road, Leatherhead, Surrey KT22 7AP, during business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this Notice until the date of the Annual General Meeting and at the venue of the Annual General Meeting from 2.15pm on 20 September 2005 until conclusion of the Annual General Meeting.

5. Aged 73, Mr A Stenham has been non-executive Chairman since 1 January 2004, Chairman of the Nomination Committee since 12 January 2004 and a director since 27 October 2003. Mr A Stenham is also Chairman of Telewest Global, Inc. and a non-executive director of Whatsonwhen Limited (non-executive Chairman), Management Consulting Group plc, Cambridge Place Investment Management and Ifonline Group plc (non-executive Chairman).

6. Aged 58, Mr C Cole has been a director and a member of the Audit, Nomination and Remuneration Committees since January 2002. He was appointed Chairman of the Remuneration Committee on 22 September 2003 and became the senior independent non-executive director from the same date. Mr C Cole is Chief Executive Officer of WSP Group plc.

7. Aged 67, Mr P Lovegrove has been a director since 1984 and is a member of the Nomination Committee. Mr P Lovegrove is also Chairman of VTR plc, Chairman of Stanelco plc and a director of Fiske plc. Mr P Lovegrove will be standing down from the Board in the autumn.

8. Aged 46, Mr G Drabble was appointed as a non-executive director and a member of the Nomination and Remuneration Committees effective from 25 April 2005. He is currently an executive director of The Laird Group plc where he is responsible for its building products division. Prior to joining Laird Group, Mr G Drabble held a number of senior management positions at Black & Decker.

9. Resolution 6 deals with the re-appointment of Deloitte & Touche LLP for the forthcoming year and authorises the directors to fix their remuneration.

10. Resolution 7 invites shareholders to approve the directors’ remuneration report as set out on pages 26 to 33 in the annual report and accounts for the year ended 30 April 2005 as required by the Directors’ Remuneration Report Regulations 2002.

11. Resolution 8 seeks to renew the directors’ existing authority relating to the issue and allotment of ordinary shares. The resolution authorises the directors to allot ordinary shares up to an amount not exceeding one-third of the issued share capital of the Company without first being required to obtain prior approval from shareholders on each occasion. The maximum number of shares which may be issued is 133,389,412.

12. Resolution 9 seeks to renew the directors’ existing authority relating to the issue and allotment of ordinary shares. The resolution authorises the directors to allot up to 20,008,411 ordinary shares for cash being an amount not exceeding 5 per cent of the current issued ordinary share capital of the Company without first being required to offer such shares to existing shareholders. The directors have no present intention of allotting shares other than in relation to the exercise of options or awards under the Company’s share plans.

13. In resolution 10, the directors are seeking authority to allow the use of the Company’s available cash resources to acquire its own shares in the market. Shares acquired by the Company in this way may be cancelled, or may be held in the name of the Company as treasury shares. The authority will only be exercised if the directors believe that to do so would result in increased earnings per share and would be in the best interests of shareholders generally. The authority is limited to 5 per cent of the current issued ordinary share capital of the Company and will expire at the next Annual General Meeting. The directors have no present intention of acquiring the Company’s own shares either for cancellation or to hold in treasury.

There are 15,323,484 options currently in issue. This represents approximately 3.8% per cent of the current issued ordinary share capital of the Company (excluding treasury shares) and if the full authority to buy back shares being sought is used will represent approximately 4.0% of the issued ordinary share capital of the Company (excluding any treasury shares).

14. Resolution 11 is a special resolution to amend Articles 86 and 118 of the Articles of Association of the Company. Before the relevant sections of the Companies (Audit, Investigations and Community Enterprise) Act 2004 came into force on 6 April 2005, section 310 of the Companies Act 1985 provided that any arrangement pursuant to which an officer of a UK company was exempted from, or indemnified against, any liability which would otherwise have attached to such person due to his negligence or breach of duty in relation to a company was void (whether contained in articles of association or otherwise). The only exceptions to this provision were that a company was able to maintain insurance for an officer against his liability and a company was able to indemnify an officer against any liability incurred in defending any proceedings in which judgment was given in his favour (or he was acquitted) or, among other things, where the Court had decided to grant relief to such officer on the basis that he had acted honestly and reasonably. This restriction (in conjunction with the general restriction on loans to directors contained in section 330 of the Companies Act 1985), in effect, prevented a company from providing funds to a director until such time as potentially lengthy legal proceedings had been completed. In the light of this issue and the possible exposure of directors to liabilities arising from third party actions, the statutory regime was modified by the Companies (Audit, Investigations and Community Enterprise) Act 2004 which has relaxed the former prohibition on companies indemnifying directors against liability and has permitted companies to pay directors’ defence costs as they are incurred (rather than at the conclusion of the proceedings). In particular, the new legislation permits companies to indemnify directors in respect of proceedings brought by third parties, including in respect of the costs of any adverse judgment (except for the costs of an unsuccessful defence of criminal proceedings, fines imposed in criminal proceedings and penalties imposed by regulatory bodies such as the Financial Services Authority) and to pay a director’s defence costs as they are incurred. However, a director will be liable to repay any defence costs to the company if his defence is unsuccessful (except where the company chooses to indemnify the director in respect of his legal costs in any civil proceedings brought by third parties).

The proposed amendments to Articles 86 and 118 incorporate the amendments necessary to reflect the above changes to the Companies Act 1985 pursuant to sections 19 and 20 of the Companies (Audit, Investigations and Enterprise) Act 2004.