THIS IS WHAT WE DO

Annual Report & Accounts 2014

Ashtead G

roup plc Annual R

eport & A

ccounts 2014

WHO WE ArEAshtead is an international equipment rental company with national networks in the US and the UK. We rent a full range of construction and industrial equipment across a wide variety of applications to a diverse customer base.

Our objective is to deliver sustainable value and above average performance across the economic cycle, thereby extending our industry-leading position and delivering superior total returns for shareholders.

WATNEY ISMASunbelt

OUR FINANCIAL HIGHLIGHTS

Strategic reportChairmans statement 4Highlights of the year 5Our business model 6Strategic review

The strategy behind what we do 10Our markets 10Our strategic priorities 14

Key performance indicators 18Principal risks and uncertainties 20Financial review 22Responsible business report 28

ContentsThis is Ashtead 2

Directors reportDirectors 38Corporate governance report 40Audit Committee report 43Nomination Committee report 45Remuneration report 46Other statutory disclosures 59Statement of directors responsibilities 61

Our financial statements 2014Independent auditors report 63Consolidated income statement 65Consolidated statement of comprehensive income 65Consolidated balance sheet 66Consolidated statement of changes in equity 67Consolidated cash flow statement 68Notes to the consolidated financial statements 69

Additional informationTen year history 95 Additional information 96

1,635mRevenue

1413121110

949

837

1,135

1,362

1,635

409mUnderlying operating profit

1413121110

9969

181

290

409

362mUnderlying profit before taxation

1413121110315

131

245

362

357mProfit before taxation

1413121110

5 2

135

214

357

Group rental revenue up 24%1

Record Group pre-tax profit of 362m, up 50% at constant exchange rates

Group EBITDA margin improves to 42% (2013: 38%)

741m of capital invested in the business (2013: 580m)

Group RoI of 19% (2013: 16%)

Net debt to EBITDA leverage1 of 1.8 times (2013: 1.9 times)

Proposed final dividend of 9.25p making 11.5p for the year (2013: 7.5p)1 At constant exchange rates.

Underlying profit and earnings per share are stated before exceptional items, amortisation of intangibles and fair value remeasurements. The definition of exceptional items is set out in note 2 to the financial statements. Prior year figures have been restated for the adoption of the revised IAS 19 Employee Benefits.

Forward looking statementsThis report contains forward looking statements. These have been made by the directors in good faith using information available up to the date on which they approved this report. The directors can give no assurance that these expectations will prove to be correct. Due to the inherent uncertainties, including both business and economic risk factors underlying such forward looking statements, actual results may differ materially from those expressed or implied by these forward looking statements. Except as required by law or regulation, the directors undertake no obligation to update any forward looking statements whether as a result of new information, future events or otherwise.

Ashtead Group plc Annual Report & Accounts 2014 1Strategic report

UK: A-PLANT

The second largest equipment rental company in the UK with 131 stores throughout England, Scotland and Wales

131Stores

268mRevenue

2,400Employees

25mProfits

9%Return on investment*

* Excluding goodwill and intangible assets.

US: SUNBELT

The second largest equipment rental company in the US with 425 stores in 39 states

395Full service stores

30Sunbelt at Lowes stores

7,600Employees

$2,189mRevenue

26%Return on investment*

$631mProfits

* Excluding goodwill and intangible assets.

THIS IS ASHTEAD

AT A gLAncEAshtead is one of the largest equipment rental companies in the world and operates as Sunbelt in the US and as A-Plant in the UK.

2 Ashtead Group plc Annual Report & Accounts 2014

Fleet composition

16%

9%

4%

15%

37%

19%

US

Aerial work platformsForkliftsEarth movingPump and powerScaffoldOther

16%

5%

4%

3%

30%11%

12%

19%

UK

Aerial work platformsForkliftsEarth movingAccommodationPump and powerAcrowTrafficOther

Market share

c.52%

c.18%

2%1%1%

4%

4%

6%

12%

US

United RentalsSunbeltHertz Equipment Rental Co. (HERC)Home DepotBlueLine RentalsAggrekoTop 710Top 11100Others

59%

10%

9%

7%

5%

4%3%

3%

UK

SpeedyA-PlantHSSVPLavendonHewdenGAPOthers

A-PLANT

UK

SUNBELT

US

Ashtead Group plc Annual Report & Accounts 2014 3Strategic report

STRATEGIC REPORTCHAIRMANS STATEMENT

I am very pleased to report another excellent year for Ashtead with our third set of record annual results and entry into the FTSE 100 for the first time. It is enormously satisfying that our optimism last year has proved to be justified.

CHRIS COLECHAIRMAN

Both Sunbelt and A-Plant enjoyed strong performance with full-year Group revenue at 1,635m compared to 1,362m last year. Our underlying pre-tax profit was 362m, up 50% at constant exchange rates from 245m last year, due to a combination of the strong revenue growth and ongoing operational efficiency. Our Group EBITDA margin improved further to 42% compared with 38% last year.

Sunbelt rental revenue grew 23% to $1,973m, driven by a 17% increase in fleet on rent and a 4% improvement in yield. With the acquisition of Eve Trakway, A-Plant delivered rental revenue of 244m, up 33% on the prior year, reflecting 21% more fleet on rent and a 9% improvement in yield.

Our strategy, detailed on page 10, continues to be focused largely on organic growth, supplemented by greenfield openings and a range of carefully selected bolt-on acquisitions. We invested 741m in capital expenditure, primarily to support our growth, and 103m on 12 acquisitions over the year and added 39 new locations in the US.

Meanwhile we maintained our debt leverage below two times EBITDA and are committed to maintaining this over the long term. Our recent performance has been supported by the structural change in the US market and our ability to respond accordingly. We now believe that improving general market conditions will further reinforce our progress supporting both our growth and performance ambitions.

2013 saw the introduction of a new reporting framework and we are pleased to report we are compliant with the new regulations. I am also confident that we continue to maintain and develop a balanced and diverse Board that promotes good governance. We say goodbye and thank you to Hugh Etheridge who retires as our senior independent director and chairman of the Audit Committee on 30 June and who has supported us so well over the last 10 years. I am pleased to welcome Wayne Edmunds, the former chief executive of Invensys plc, as a new non-executive director and our new Audit Committee chairman. Ian Sutcliffe, who joined us in 2010, will be our new senior independent director.

The theme of this years report is What we do. What we do is solve problems for our customers who are central to all of our planning. This customer service ethos is supported by all aspects of the business, but most of all by the people on the ground who make things happen. Across the pages of our new Strategic Report we feature some of those people who embody what we do, providing exemplary customer service.

I am enormously grateful to all our employees for their hard work and commitment, and to our experienced and exceptional management and leadership teams. They all make Ashtead a very special business, which I am pleased to report the Board experienced first-hand in February 2014 through their attendance at the Sunbelt management meeting with 700 key people.

We continue our progressive dividend policy, while considering underlying profit and cash generation and sustainability throughout the economic cycle. In view of our excellent performance, the Board is recommending a final dividend of 9.25p per share making 11.5p for the year compared to 7.5p in 2013. Assuming the final dividend is approved at the Annual General Meeting, it will be paid on 5 September 2014 to shareholders on the register on 15 August 2014.

We remain confident of further growth as our markets continue to improve and we build on the momentum, reputation and experience that we have established. Continuance of our well-articulated strategy and remaining alert to opportunities will, I believe, ensure ongoing creation of shareholder value.

CHRIS COLECHAIRMAN16 June 2014

4 Ashtead Group plc Annual Report & Accounts 2014

HIgHLIgHTS OF THE YEAR

MAY JULY AUGUST

A-Plant further developed its specialty services by acquiring Eve Trakway (Eve). Eve is the UKs leading temporary access provider and provides temporary roadways, walkways, pitch coverings and pedestrian and vehicle bridges, together with crowd control barrier systems, traffic management, security and lighting solutions. The acquisition enables us to supply even more of a complete package to the events industry, providing equipment we did not previously have within our fleet.

Sunbelt took delivery of and absorbed $334m of rental equipment into the fleet in the first quarter of the year. This was put to work immediately as demonstrated