Ashtead Group Plc – Court Approval Of The Scheme Of Arrangement

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OF ANY SUCH JURISDICTION

FOR IMMEDIATE RELEASE

24 February 2026

ASHTEAD GROUP PLC
(the «Company»)

COURT APPROVAL OF THE SCHEME OF ARRANGEMENT

Further to the announcement on11 February 2025relating to the proposals to
establish, by means of a scheme of arrangement under Part 26 of the Companies
Act 2006, a newDelawarecorporation, Sunbelt Rentals Holdings, Inc. («Sunbelt
Rentals») as the holding company of the Ashtead group in connection with its
proposed new US primary listing (the «Scheme»), and the announcement on 10 June
2025 in relation to the results of the Court Meeting and the General Meeting,
the Company is pleased to announce that the Court has today made the Court Order
sanctioning the Scheme.

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the scheme circular published on 13 May 2025
in relation to the Scheme (the «Scheme Circular»).

Next steps and timetable

The Scheme remains conditional on the Court Order being delivered to the
Registrar of Companies which is expected to occur at 10.00 p.m. (UK time) on 27
February 2026.

The expected timetable of principal events for the implementation of the Scheme,
the de-listing of the Company’s shares and the listing of Sunbelt Rentals’
shares remains as set out on page 6 of the Scheme Circular and as follows:

Event Time and date
Publication February 25, 2026
of U.K.
Prospectus
Effectiveness February 26, 2026
of Form 10
Last day of February 27, 2026
dealings in,
and for
registration
of transfers
of, and
disablement
in CREST of,
Ashtead
Shares
Scheme Record 6.30 p.m. UK time on February 27, 2026
Time
Scheme 10.00 p.m. UK time on
Effective February 27, 2026
Time
Cancellation After 10.00 p.m. UK time on February 27, 2026
of the entire
existing
share capital
of Ashtead,
new shares in
Ashtead
issued to
Sunbelt
Rentals and
issuance of
Sunbelt
Rentals
Shares to
Ashtead
Shareholders
De-listing of 8.00 a.m. UK time on March 2, 2026
Ashtead
Shares
Listing March 2, 2026
Effective
Date
London 8.00 a.m. UK time on March 2, 2026
Listing
Effective
Time
New York 9.30 a.m. New York time on
Listing March 2, 2026
Effective
Time
Sunbelt As soon as possible after the New York Listing Effective Time
Rentals
Shares
registered
through DRS
(in respect
of Scheme
Shares held
in
certificated
form only)
Creation of As soon as possible after the New York Listing Effective Time
Sunbelt
Rentals DIs
by
Computershare
Investor
Services PLC
and issuance
of such
Sunbelt
Rentals DIs
to CREST
participant
accounts
Dispatch of No later than 14 days after the New York Listing Effective Time
statements of
entitlement
and DRS
Advice to
Sunbelt
Rentals
Shares
registered
through DRS
Dispatch of No later than 14 days after the
cheques New York Listing Effective Time
and/or
crediting of
CREST
accounts of
Scheme
Shareholders
with any cash
due in
relation to
the sale of
Overseas
Shareholders
entitlements
(if
applicable)

If any of the key dates set out in the timetable change, the Company will give
notice of this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on the Company’s
website athttps://www.ashtead-group.com/.

A further announcement will be made once the Scheme becomes effective.

Enquiries:

Will Shaw, Director of Investor +44 (0)20 7726 9700
Relations

Ashtead Group
Kevin Powers, SVP, Investor +001 (803) 833 9353
Relations and Communications Sunbelt
Rentals

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