Recommended Offer for Ashtead Technology Holdings

Ember Infrastructure Management, LP and its affiliates ("Ember")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary and highlights

• The boards of directors of Bidco and Ashtead Technology are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued share capital of Ashtead Technology. The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
• Under the terms of the Acquisition, each Ashtead Technology Shareholder will be entitled to receive:

for each Ashtead Technology Share held: 615 pence in cash

• The Acquisition Price values the entire issued and to be issued share capital of Ashtead Technology at approximately £505 million on a fully diluted basis and represents a premium of approximately:

o 80.9 per cent. to the Closing Price per Ashtead Technology Share of 340.0 pence on 22 September 2026 (being the last Business Day prior to the date on which the Offer Period commenced);

o 59.3 per cent. to the three-month volume weighted average price of 386.1 pence per Ashtead Technology Share to 22 September 2026 (being the last Business Day prior to the date on which the Offer Period commenced); and

o 60.2 per cent. to the twelve-month volume weighted average price of 383.8 pence per Ashtead Technology Share to 22 September 2026 (being the last Business Day prior to the date on which the Offer Period commenced).

• Commenting on the Acquisition, Bill Shannon, Chairman of Ashtead Technology, said:

"Ashtead Technology is a market leader in the subsea technology sector, operating a high-performing business led by a proven and experienced management team with a strong track record of strategic execution. In recent years, the Ashtead Technology Group has demonstrated resilience despite a challenging market and geopolitical backdrop, continuing to deliver on its strategy, driven by rising global demand for its cutting-edge technical capabilities and through the breadth of its longstanding customer relationships.

Throughout this process, the board's priority has been to ensure that the high quality of the Ashtead Technology Group and its prospects are fairly recognised in the terms of Ember's cash offer. The board believes that the Acquisition recognises the strength of the Ashtead Technology Group and provides shareholders with a compelling opportunity to realise significant value today when compared with the risk-adjusted return that would be expected to be delivered through the execution of Ashtead Technology's standalone strategy. Accordingly, the Ashtead Technology Board intends to recommend that shareholders vote in favour of the Acquisition."

• Commenting on the Acquisition, Elena Savostianova, Founder and Managing Partner of Ember, said:

"Ashtead Technology has established itself as a category leader in subsea technology solutions through the depth of its technical expertise, the scale and breadth of its fleet, the strength of its service culture, and its disciplined commitment to continuous improvement. Ember greatly admires the business that the world-class team at Ashtead Technology has built, and we are proud to be partnering with them on the Company's next phase of growth. We will support the Company in pursuing its current strategy with greater ambition and with the support of additional long-term private capital. We look forward to continuing to invest in the fleet, technology, and people as Ashtead Technology extends its capabilities and international reach."

Background to and reasons for the Acquisition

• Ember is made up of a team of long-time investors in the global energy and renewables markets who have a strong understanding of the underlying demand drivers shaping the landscape in which Ashtead Technology operates. Using this experience, Ember has identified Ashtead Technology as a highly attractive opportunity to acquire a market leading business in the subsea infrastructure solutions market, differentiated by the breadth of its offering, its technical capabilities and global reach and network of long-standing customer relationships in attractive end markets.
• The Acquisition represents an opportunity that resonates strongly with the core thesis of Ember's investments: backing exceptionally strong existing management teams operating a proven business in critical infrastructure end markets with strong secular tailwinds for growth. Ember is supportive of the Ashtead Technology management team's existing strategy and believes there is significant opportunity to accelerate growth and the operational and commercial ambitions of Ashtead Technology through providing the partnership, resources and capital support required to rapidly accelerate organic growth as well as the significant M&A opportunities available to Ashtead Technology.
• Ember believes that Ashtead Technology's next phase of growth and development will be best served as a private company. Under private ownership, Ember will provide greater financial resources and access to long-term capital and enable longer-term business and strategic planning, allowing management to invest with greater flexibility and pursue opportunities that may have taken longer to realise under the constraints of the public markets.
• Ember will provide the strategic guidance and operational support to allow Ashtead Technology to grow its businesses sustainably to create value for the benefit of all stakeholders.

Ashtead Technology recommendation

• The Ashtead Technology Directors, who have been so advised by Deutsche Numis and Peel Hunt as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Ashtead Technology Directors, Deutsche Numis and Peel Hunt have taken into account the commercial assessments of the Ashtead Technology Directors. Deutsche Numis and Peel Hunt are providing independent financial advice to the Ashtead Technology Directors for the purposes of Rule 3 of the Code.
• Accordingly, the Ashtead Technology Directors unanimously intend to recommend that Ashtead Technology Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the Ashtead Technology Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of Ashtead Technology Shares.

Irrevocable undertakings

• Bidco has received irrevocable undertakings from each of the Ashtead Technology Directors that hold Ashtead Technology Shares to vote, or procure that their nominees vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of their own beneficial holdings amounting in aggregate to 1,822,898 Ashtead Technology Shares representing approximately 2.3 per cent. of the issued share capital of Ashtead Technology as at 20 October 2026 (being the latest practicable date prior to publication of this Announcement).

Structure, Conditions and Timetable

• The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with an indicative timetable for implementation of the Scheme, will be published as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement.
• Completion of the Acquisition will be conditional, amongst other things, on the following matters:

o the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Ashtead Technology Shares voted;

o the approval by Ashtead Technology Shareholders of the resolutions required to implement the Scheme representing at least 75 per cent. of votes cast at the General Meeting;

o the sanction of the Scheme by the Court;

o the Scheme becoming Effective by no later than the Long Stop Date; and

o satisfaction of the Conditions listed in Appendix I to this Announcement.

• The Acquisition is currently expected to complete either late in the fourth quarter of 2026 or early in the first quarter of 2027, subject to the satisfaction or waiver of the Conditions and the further terms set out in Appendix I and to be set out in the Scheme Document. An expected timetable of principal events will be included in the Scheme Document.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains the sources and bases of certain information contained in this Announcement. Appendix III contains details of the irrevocable undertakings given to Bidco in relation to the Acquisition. Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Weil, Gotshal & Manges (London) LLP is retained as legal adviser to Ember and Bidco.

Ashurst Perkins Coie UK LLP is retained as legal adviser to Ashtead Technology.

Ashtead Technology will prepare the Scheme Document to be distributed to Ashtead Technology Shareholders at no cost to them. Ashtead Technology and Bidco urge Ashtead Technology Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition. Any decision to vote in respect of the resolutions to be proposed at the Court Meeting and the General Meeting should be based on the information contained in the Scheme Document.

Each Ashtead Technology Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

Ashtead Technology's Legal Entity Identifier is 213800LHEWVY66RPGR58.

No profit forecasts or profit estimates

Dealing and Opening Position Disclosure Requirements of the Code

Information relating to Ashtead Technology Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Ashtead Technology Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ashtead Technology may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

RECOMMENDED CASH OFFER

for

ASHTEAD TECHNOLOGY HOLDINGS PLC ("ASHTEAD TECHNOLOGY")

by

PINE ACQUISITION UK BIDCO LIMITED ("BIDCO")

which is a company controlled by funds managed and advised by

Ember Infrastructure Management, LP and its affiliates ("Ember")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

1 Introduction

The boards of directors of Bidco and Ashtead Technology are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued share capital of Ashtead Technology. The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2 The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Ashtead Technology Shareholders will be entitled to receive:

for each Ashtead Technology Share held: 615 pence in cash

The Acquisition Price values the entire issued and to be issued share capital of Ashtead Technology at approximately £505 million on a fully diluted basis, and represents a premium of approximately:

• 80.9 per cent. to the Closing Price per Ashtead Technology Share of 340.0 pence on 22 September 2026 (being the last Business Day prior to the date on which the Offer Period commenced);
• 59.3 per cent. to the three-month volume weighted average price of 386.1 pence per Ashtead Technology Share to 22 September 2026 (being the last Business Day prior to the date on which the Offer Period commenced); and
• 60.2 per cent. to the twelve-month volume weighted average price of 383.8 pence per Ashtead Technology Share to 22 September 2026 (being the last Business Day prior to the date on which the Offer Period commenced).

If any dividend, distribution or other return of capital is declared, made, paid or becomes payable by Ashtead Technology in respect of the Ashtead Technology Shares on or after the date of this Announcement and prior to the Effective Date, Bidco reserves the right to reduce the consideration payable by it pursuant to the Acquisition by an amount equal to the aggregate amount of such dividend, distribution or other return of capital in which case any reference in this Announcement or in the Scheme Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration so reduced. In such circumstances, Ashtead Technology Shareholders will be entitled to retain any such dividend, distribution or other return of capital declared, made or paid.

It is currently expected that the Scheme Document will be published as soon as reasonably practicable, and in any event (save with the consent of the Panel) within 28 days of this Announcement, that the Court Meeting and the General Meeting shall be convened as soon as practicable thereafter, and subject to the satisfaction or waiver of all relevant Conditions and the further terms set out in Appendix I and to be set out in the Scheme Document, that the Scheme will become Effective either late in the fourth quarter of 2026 or early in the first quarter of 2027.

3 Background to and reasons for the Acquisition

Ember is made up of a team of long-time investors in the global energy and renewables markets who have a strong understanding of the underlying demand drivers shaping the landscape in which Ashtead Technology operates. Using this experience, Ember has identified Ashtead Technology as a highly attractive opportunity to acquire a market leading business in the subsea infrastructure solutions market, differentiated by the breadth of its offering, its technical capabilities and global reach and network of long-standing customer relationships in attractive end markets.

The Acquisition represents an opportunity that resonates strongly with the core thesis of Ember's investments: backing exceptionally strong existing management teams operating a proven business in critical infrastructure end markets with strong secular tailwinds for growth. Ember is supportive of the Ashtead Technology management team's existing strategy and believes there is significant opportunity to accelerate growth and the operational and commercial ambitions of Ashtead Technology through providing the partnership, resources and capital support required to rapidly accelerate organic growth as well as the significant M&A opportunities available to Ashtead Technology.

Ember believes that Ashtead Technology's next phase of growth and development will be best served as a private company. Under private ownership, Ember will provide greater financial resources and access to long-term capital and enable longer-term business and strategic planning, allowing management to invest with greater flexibility and pursue opportunities that may have taken longer to realise under the constraints of the public markets.

Ember will provide the strategic guidance and operational support to allow Ashtead Technology to grow its businesses sustainably to create value for the benefit of all stakeholders.

4 Recommendation

The Ashtead Technology Directors, who have been so advised by Deutsche Numis and Peel Hunt as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Ashtead Technology Directors, Deutsche Numis and Peel Hunt have taken into account the commercial assessments of the Ashtead Technology Directors. Deutsche Numis and Peel Hunt are providing independent financial advice to the Ashtead Technology Directors for the purposes of Rule 3 of the Code.

Accordingly, the Ashtead Technology Directors unanimously intend to recommend that Ashtead Technology Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the Ashtead Technology Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of Ashtead Technology Shares.

5 Background to and reasons for the Recommendation

Ashtead Technology's track record as a listed company

Since its initial public offering on AIM in November 2021, Ashtead Technology has pursued a clear and consistent strategy to build a leading international subsea technology solutions provider to the global offshore energy sector. Including the contributions from strategic acquisitions, during that period, full year revenue has grown from £55.8 million in 2021 to £203.2 million in 2025 and Adjusted EBITA has grown from £13.7 million in 2021 to £59.1 million in 2025.

The Ashtead Technology Board believes that this strong financial performance represents the successful execution of the Company's strategy and the high quality and resilience of its differentiated business model. Since its initial public offering, through a combination of organic investment in fleet, facilities and capabilities, and strategic M&A, Ashtead Technology has expanded its international footprint and broadened its service offering, whilst maintaining a disciplined approach to capital allocation and consistently generating strong returns on invested capital. The Ashtead Technology Board believes this has created a deep service moat as the Company delivers a one-stop-shop globally for the provision of subsea technology solutions. This combines state of the art technology with subject matter expertise, designed to address the complex challenges of offshore energy production across oil and gas and offshore wind.

Whilst Ashtead Technology's operational and financial performance has been strong since its initial public offering, market conditions in the last 18 months have been more challenging owing to geopolitical uncertainty. In 2025, the introduction of US tariffs caused delays in investment decisions and a change in energy policy by the US administration resulted in an immediate slow down in work on US offshore wind projects. Through 2026, a continuation of the Middle East conflict has impacted project scheduling in the region, resulting in a lower than budgeted first half financial performance from this region and the postponing of a number of projects from the second half of 2026 into 2027. Additionally, while not an indication of a fundamental shift in market dynamics outside of the Middle East, Ashtead Technology has also seen a number of specific project scheduling changes, primarily in Europe and the Americas.

The Acquisition and the Ashtead Technology Board's assessment of value

Over the last three months, Ashtead Technology received multiple unsolicited proposals from Ember. Following the receipt of four indicative proposals from Ember, the Ashtead Technology Board decided to engage with Ember and has provided it with certain customary non-public information to enable it to further evaluate an offer for the Company.

The Ashtead Technology Board has carefully considered the terms of the Acquisition and believes that it represents an attractive value for the Ashtead Technology business. Whilst the Board believes that Ashtead Technology is well-positioned to make continued progress as an independent listed company, it has concluded that the Acquisition is likely to deliver a more attractive risk-adjusted return than would be expected to be delivered through the execution of the Company's standalone strategy in the medium-term. The Ashtead Technology Board also notes that while the Company's end markets are expected to grow over the longer term, there is considerable uncertainty around the timing of any such growth given ongoing geopolitical tensions surrounding the Middle East and the global energy market.

The Ashtead Technology Board has assessed the value creation potential by Ashtead Technology for its shareholders as a standalone listed business, weighed against the inherent risks and uncertainties associated with delivering its strategy in uncertain market conditions. In considering the financial terms of the Acquisition and determining whether they reflect an appropriate fundamental valuation for Ashtead Technology's medium term standalone prospects, the Ashtead Technology Board has considered multiple factors including:

• the Acquisition reflects the strength of Ashtead Technology's business and its future prospects, and provides an opportunity for Ashtead Technology Shareholders to crystallise, in cash, the value of their investments at a fair and reasonable value;
• the certainty of the Acquisition that should be weighed against the risks to the delivery of future value and the uncertainty over the normalisation of end market and geopolitical conditions described above, including the likelihood of the share price of Ashtead Technology reflecting the delivery of its strategy;
• the ability of the Company to execute material M&A given: (i) public market investors' more conservative appetite for leverage and the limited capacity under the Ashtead Technology Group's current leverage framework; and (ii) that raising capital from the public markets at the valuation Ashtead Technology shares have traded at over the last year would likely limit the earnings accretion from accompanying M&A; and
• the cash consideration represents a highly attractive premium to all relevant price benchmarks.

In considering the Acquisition, the Ashtead Technology Board has also taken into account Ember's stated intentions for the business, management and employees and other stakeholders of Ashtead Technology.

Having taken into account all of the above factors and following careful consideration of the financial terms of the Acquisition and the combination of value and certainty that the terms of the Acquisition provide to Ashtead Technology Shareholders, the Ashtead Technology Directors intend unanimously to recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Ashtead Technology Shareholders vote in favour of the Ashtead Technology resolution(s) to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure the acceptance of the Takeover Offer), as the Ashtead Technology Directors who hold Ashtead Technology Shares have irrevocably undertaken to do in respect of their own Ashtead Technology Shares.

6 Irrevocable undertakings

Bidco has received irrevocable undertakings from each of the Ashtead Technology Directors that hold Ashtead Technology Shares to vote, or procure that their nominees vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of their own beneficial holdings amounting in aggregate to 1,822,898 Ashtead Technology Shares representing approximately 2.3 per cent. of the issued share capital of Ashtead Technology as at 20 October 2026 (being the latest practicable date prior to publication of this Announcement).

Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

7 Information on Ember and Bidco

Bidco

Bidco is a special purpose vehicle formed under the laws of England and Wales. It is indirectly wholly-owned by Ember Funds and is intended to be used for the purpose of the Acquisition. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

The current sole director of Bidco is Peter Milligan. Further details in relation to Bidco will be contained in the Scheme Document.

Ember

Ember is a New York-based private equity firm. It was founded in 2018 by former members of the investment team of Global Infrastructure Partners. Ember invests in businesses servicing critical infrastructure end-markets. It has a particular focus on companies that support adaptation and resilience to climate effects, enhance resource efficiency and have meaningful growth levers tied to the energy transition.

As of 30 September 2026, Ember had more than $2 billion of regulatory assets under management.

8 Information on Ashtead Technology

Ashtead Technology is a leading subsea technology solutions provider to the global offshore energy sector. The Ashtead Technology Group operates globally, servicing customers from its 13 facilities strategically located in key energy hubs supporting the installation, inspection, maintenance and repair ("IMR") and decommissioning of subsea infrastructure.

Ashtead Technology's specialist equipment, advanced technologies and expert services enable its customers to address the complex challenges of constructing, developing, inspecting, maintaining, repairing and decommissioning critical offshore energy infrastructure.

With a diverse portfolio and flexible delivery model, around 85 per cent. of Ashtead Technology's equipment fleet of over 30,000 assets are applicable across the lifecycle of both offshore oil and gas infrastructure and offshore renewables. Ashtead Technology supports the development, IMR and decommissioning requirements of the established offshore oil and gas market, helping to drive energy security. Meanwhile, in support of a sustainable energy transition, Ashtead Technology provides a complete end-to-end suite of solutions for the growing offshore wind sector, where its specialist equipment and services are essential through the project development, construction, installation, IMR and future decommissioning phases.

Recognising that the energy transition is moving at different paces in different geographies and regulatory environments, the flexibility of Ashtead Technology's model provides the ability to adapt to market trends and capture growth in both oil and gas and offshore wind markets.

Over the last 40 years, Ashtead Technology has built a strong track record in developing long-term, strategic relationships with a global, blue-chip customer base. Its market leading position, trusted performance and relentless pursuit of excellence has led Ashtead Technology to be a key partner for its customers, providing leading technologies and solutions.

In the financial year ended 31 December 2025, Ashtead Technology generated revenue of £203.2 million and Adjusted EBITA of £59.1 million.

9 Directors, management, employees, pensions, research and development and locations

Strategic plans for the Ashtead Technology Group

As set out in paragraph 3, Bidco believes the Acquisition represents a compelling opportunity which aligns with Ember's investment approach of partnering with strong management teams operating proven businesses in critical infrastructure end-markets with strong secular tailwinds for growth. Ember's investment team are also long-time investors in the global energy and renewables markets and have a strong understanding of the underlying demand drivers shaping the landscape in which Ashtead Technology operates.

Prior to this Announcement, and consistent with market practice, Bidco was granted access to Ashtead Technology's senior management for the purposes of confirmatory due diligence. Following the Acquisition becoming Effective, Ember and Bidco intend to work with Ashtead Technology's management to undertake a detailed evaluation of its operations, offerings and growth strategy. Ember and Bidco intend this evaluation to focus on:

• leveraging Ember's experience, resources, and long-term capital to (i) accelerate organic growth, including capitalising on broader and emerging opportunities in the subsea industrials and infrastructure sectors, as well as (ii) support Ashtead Technology's M&A activities to accelerate growth and add complementary and innovative solutions to Ashtead Technology's portfolio which has been a key pillar of its strategy in the past;
• identifying the operational areas requiring further investment to deliver on management's plans to grow revenue through geographical and service line expansion;
• developing best practices and optimised processes and structures across Ashtead Technology's business to create best-in-class operations; and
• undertaking a detailed evaluation of Ashtead Technology's portfolio of equipment, expertise and services, operational initiatives, investment priorities and business plan to identify levers to create value for all stakeholders.

Ember and Bidco intend to complete this evaluation within approximately 12 months of the Effective Date. This will involve discussions with key stakeholders and an assessment of the strategy, capital requirements, performance and potential of each of Ashtead Technology's businesses.

Based on the work conducted to-date, Ember and Bidco intend that Ashtead Technology's business and operations will continue to operate under private ownership in a manner that is generally consistent with the manner in which they do currently, save that following the Acquisition becoming Effective, Bidco would seek to optimise the performance of the Ashtead Technology Group through the evaluation process as described above.

Employees and management

Bidco attaches great importance to the skills and experience of Ashtead Technology's management and employees, recognising they are key to Ashtead Technology's success and have made significant contributions to its achievements to date and the crucial role they will play in its continuing success. Bidco is looking forward to working with Ashtead Technology's management and employees to support future opportunities to ensure it continues to thrive as a private company.

Bidco does not intend to make any material reduction in the headcount of the Ashtead Technology Group, or make any material changes to the conditions of employment of the employees and management of the Ashtead Technology Group. Bidco anticipates that a limited number of functions associated with Ashtead Technology's status as a publicly listed company will no longer be required in their current form, however, Bidco does not anticipate that this will result in any material reduction in the employee headcount of Ashtead Technology.

It is also intended that, with effect from the Effective Date and upon Ashtead Technology becoming a private company, the non-executive directors of Ashtead Technology will resign from office and be paid in lieu of their contractual notice periods.

Other than as described above, Bidco does not intend to make any material change in the balance of skills and functions of the Ashtead Technology Group's management and employees.

Incentive arrangements

Bidco attaches great importance to the skills, experience and expertise of the existing management and employees of the Ashtead Technology Group. Following the Effective Date, Bidco intends to review the management incentive structure of the Ashtead Technology Group and intends to put in place incentivisation arrangements for certain members of the Ashtead Technology Group's management team to enable the leadership of the Ashtead Technology Group to participate in the go-forward upside. No discussions have been entered into, or proposals been made, in relation to the terms of any form of incentivisation arrangements with relevant employees or members of the Ashtead Technology Group's management.

Pensions

Bidco confirms that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights and terms and conditions of employment, including pension rights, of the Ashtead Technology Group's management and employees will be fully safeguarded in accordance with applicable law.

Bidco does not intend to make any changes to the benefits provided by Ashtead Technology's defined contribution pension arrangements and intends for the employer to continue to make contributions in line with current arrangements. No member of the Ashtead Technology Group participates in any defined benefit pension scheme.

Headquarters, locations and fixed assets

Bidco has no intention to effect any change in the locations of Ashtead Technology's place of business, or to redeploy the fixed assets of the Ashtead Technology Group. Bidco also has no intention to change the location of Ashtead Technology's headquarters or headquarter functions, other than in respect of Ashtead Technology's listed company related functions which will no longer be required upon Ashtead Technology ceasing to operate as a publicly listed company.

Research and development

Bidco does not intend to make any material changes with regard to the Ashtead Technology Group's research and development functions, such as they currently exist.

Trading Facilities

Ashtead Technology Shares are currently listed on the Equity Shares (Commercial Companies) category of the Official List and admitted to trading on the Main Market of the London Stock Exchange.

As set out in paragraph 15, subject to the Acquisition becoming Effective, it is intended that requests will be made to the FCA to cancel the listing of the Ashtead Technology Shares on the Equity Shares (Commercial Companies) category of the Official List and to the London Stock Exchange to cancel trading in Ashtead Technology Shares on the London Stock Exchange's Main Market for listed securities. Following completion of the Acquisition, Bidco intends to re-register Ashtead Technology as a private limited company.

Post-offer Undertakings

No statement in this paragraph 9 constitutes or is intended to become a "post-offer undertaking" for the purposes of Rule 19.5 of the Code.

10 Ashtead Technology LTIPs

Participants in the Ashtead Technology LTIPs will be contacted regarding the effect of the Acquisition on their rights under the Ashtead Technology LTIPs and an appropriate offer will be made to such participants which reflects their rights under the Ashtead Technology LTIPs in due course.

11 Financing

The cash consideration payable by Bidco pursuant to the Acquisition will be funded from a combination of:

• equity to be drawn from Ember Funds, which includes a passive co-investment by CalPERS or its affiliates; and
• a term loan to be provided under the Interim Facilities Agreement.

Other potential equity investors may take indirect minority interests in Bidco during the Offer Period or once the Acquisition completes.

It is also expected that certain of the debt commitments under the Interim Facilities Agreement may be replaced prior to the Effective Date by alternative debt financing.

Santander, financial adviser to Bidco, is satisfied that the resources available to Bidco are sufficient to enable Bidco to satisfy in full the cash consideration payable to Ashtead Technology Shareholders under the terms of the Acquisition.

Information on CalPERS

CalPERS is the largest defined-benefit public pension in the US, with $637.1 billion in assets under management as of 30 June 2026. Since 1932, CalPERS has provided retirement security for state, school, and public agency employees who invest their life's work in public service and now serves 2.4 million members. In 1962, CalPERS expanded its services to include health benefits and now offers quality health plan coverage for more than 1.5 million members and their families.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

12 Offer-related Arrangements

Confidentiality Agreement

Ember and Ashtead Technology entered into a confidentiality agreement on 25 September 2026 (the "Confidentiality Agreement") pursuant to which Ember has undertaken to keep confidential, and to procure that certain of its affiliates and representatives keep confidential, information relating to Ashtead Technology and/or to the Acquisition, to use such information solely in relation to the Acquisition and not to disclose it to third parties (with certain exceptions). These confidentiality obligations will remain in force for a period of two years from the date of the Confidentiality Agreement (or, if earlier, completion of the Acquisition). The Confidentiality Agreement contains standstill provisions which restricted Ember from acquiring or offering to acquire interests in certain securities of Ashtead Technology for a period of one year from the date of the Confidentiality Agreement; those restrictions have now ceased to apply.

Co-operation Agreement

Bidco and Ashtead Technology have entered into the Co-operation Agreement, pursuant to which they have agreed, amongst other things, for Bidco to share information and provide assistance to Ashtead Technology in connection with the preparation and publication of the Scheme Document, and for Bidco to give certain confirmations in relation to the Scheme.

The Co-operation Agreement records Bidco and Ashtead Technology's intention to implement the Acquisition by way of the Scheme, subject to Bidco having the right to implement the Acquisition by way of a Takeover Offer in the circumstances described in the Co-operation Agreement.

The Co-operation Agreement will terminate in certain circumstances, including (but not limited to):

• if the Acquisition is, with the permission of the Panel (where required), withdrawn or lapses in accordance with its terms (other than in certain limited circumstances) prior to the Long Stop Date;
• unless otherwise agreed by Bidco and Ashtead Technology or required by the Panel, if the Effective Date has not occurred on or before the Long Stop Date;
• if an offer made by a third party, the purpose of which is to acquire all or a majority of the issued and to be issued share capital of Ashtead Technology or all or a majority of its business and assets, completes, becomes effective or is declared or becomes unconditional;
• upon service of written notice by Bidco to Ashtead Technology, if (i) the Ashtead Technology Directors (a) withdraw, adversely qualify or adversely modify their recommendation of the Acquisition at any time, including after the publication of the Scheme Document or (b) do not include their recommendation of the Acquisition in the Scheme Document or other document convening the General Meeting; or (ii) Ashtead Technology otherwise announces that it will not take, or fails to take, certain steps required to implement the Scheme, as further described in the Co-operation Agreement; or
• upon service of written notice by either party to the other party, in each case, if Bidco has not elected to implement the Acquisition by means of a Takeover Offer, if: (i) the Court Meeting and/or the General Meeting are not held on or before the 22nd day after the expected date of the Court Meeting and/or General Meeting (as applicable) as set out in the Scheme Document (or such later date as further described in the Co-operation Agreement); and/or (ii) the Scheme is not approved by the requisite majorities of the Scheme Shareholders at the Court Meeting and/or the Ashtead Technology Shareholders at the General Meeting; and/or (iii) the Court does not sanction the Scheme.

The Co-operation Agreement also contains provisions that will apply in respect of the directors' and officers' insurance, employee related matters and the Ashtead Technology LTIPs.

13 Structure of the Acquisition

It is intended that the Acquisition will be effected by means of a Court-approved scheme of arrangement between Ashtead Technology and Scheme Shareholders under Part 26 of the Companies Act. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer (with the consent of the Panel and subject to the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of Ashtead Technology.

The Scheme is an arrangement between Ashtead Technology and the Scheme Shareholders pursuant to which the Scheme Shares will be transferred to Bidco in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 above.

The Acquisition will be put to Scheme Shareholders at the Court Meeting and the Ashtead Technology Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. in value of the Ashtead Technology Shares voted. In addition, at the General Meeting to implement the Scheme a special resolution to approve the adoption of the Amended Ashtead Technology Articles must be passed by Ashtead Technology Shareholders representing at least 75 per cent. of the votes validly cast on that resolution. The General Meeting will be held immediately after the Court Meeting.

Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become Effective once a copy of the Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Ashtead Technology Shareholders, whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour). Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective either late in the fourth quarter of 2026 or early in the first quarter of 2027.

Any Ashtead Technology Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. Any Ashtead Technology Shares issued at or after the Scheme Record Time will be subject to the Amended Ashtead Technology Articles and be automatically transferred to Bidco.

The Acquisition will lapse if the Scheme does not become Effective by the Long Stop Date.

Further details of the Scheme, including an indicative timetable for its implementation and the necessary action to be taken by Ashtead Technology Shareholders, will be set out in the Scheme Document, which is expected to be dispatched to Ashtead Technology Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement (or such later date as may be agreed with the Panel).

14 Conditions

In addition to the requirements described in paragraph 13 above, the Acquisition will be subject to the Conditions and further terms set out below and in Appendix I to this Announcement and to be set out in the Scheme Document.

The Scheme will lapse if:

• the Court Meeting and the General Meeting are not held on or before the 22nd day after the expected date of such Court Meeting and General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Ashtead Technology or, in a competitive situation, specified by Bidco with the consent of the Panel and, in either case, (if required) that the Court may approve);
• the Scheme Court Hearing is not held on or before the 22nd day after the expected date of the Scheme Court Hearing as first announced by Ashtead Technology via a Regulatory Information Service (or such later date as may be agreed between Bidco and Ashtead Technology or, in a competitive situation, specified by Bidco with the consent of the Panel and, in either case, (if required) that the Court may approve); or
• the Scheme does not become Effective by the Long Stop Date.

The deadlines for the timing of the Court Meeting, the General Meeting and the Scheme Court Hearing as set out above may be waived by Bidco. The deadline for the Scheme to become Effective may be extended by Bidco with the agreement of Ashtead Technology or with the consent of the Panel and (if required) the approval of the Court.

15 De-listing and re-registration

Prior to the Scheme becoming Effective, Ashtead Technology will make an application to the FCA for the cancellation of the listing of Ashtead Technology Shares on the Equity Shares (Commercial Companies) category of the Official List and to the London Stock Exchange for the cancellation of trading of Ashtead Technology Shares on its Main Market for listed securities, in each case to take effect from or shortly after the Effective Date. The last day of dealings in Ashtead Technology Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately following the Scheme Court Hearing and no transfers will be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of Ashtead Technology Shares will cease to be valid and should be destroyed. In addition, entitlements to Ashtead Technology Shares held within the CREST system will be cancelled.

It is also proposed that, following the Effective Date and after its shares are delisted, Ashtead Technology will be re-registered as a private limited company.

16 Disclosure of interests in Ashtead Technology Shares

As at the close of business on 20 October 2026 (being the latest practicable date prior to the date of this Announcement) neither Bidco, its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with it: (i) has any interest in or right to subscribe for any relevant securities of Ashtead Technology; or (ii) has any short positions in respect of relevant securities of Ashtead Technology (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or (iii) has borrowed or lent any relevant securities of Ashtead Technology (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code) save for any borrowed shares which have been either on-lent or resold; or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code.

17 Overseas Shareholders

18 General

Bidco reserves the right, subject to the prior consent of the Panel and subject to the terms of the Co-operation Agreement, to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Ashtead Technology not already held by Bidco, as an alternative to the Scheme. In such an event, such offer will be implemented on the same terms (subject to appropriate amendments as described in Part B of Appendix I), so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Ashtead Technology Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase Ashtead Technology Shares otherwise than under any Takeover Offer or scheme of arrangement relating to the Acquisition, such as in open market or privately negotiated purchases.

Deutsche Numis, Peel Hunt and Santander have given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their respective names, in each case, in the form and context in which they appear.

19 Documents available on website

Copies of the following documents will be made available on Ashtead Technology's website at www.ashtead-technology.com until the end of the Offer Period:

• the Confidentiality Agreement;
• the Co-operation Agreement;
• the irrevocable undertakings referred to in paragraph 6 above;
• the documents relating to the financing of the Acquisition referred to in paragraph 11 above;
• the consents of Deutsche Numis, Peel Hunt and Santander referred to in paragraph 18 above; and
• a copy of this Announcement.

The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Weil, Gotshal & Manges (London) LLP is retained as legal adviser to Ember and Bidco.

Ashurst Perkins Coie UK LLP is retained as legal adviser to Ashtead Technology.

Ashtead Technology will prepare the Scheme Document to be distributed to Ashtead Technology Shareholders at no cost to them. Ashtead Technology and Bidco urge Ashtead Technology Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition. Any decision to vote in respect of the resolutions to be proposed at the Court Meeting and the General Meeting should be based on the information contained in the Scheme Document.

Each Ashtead Technology Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

Ashtead Technology's Legal Entity Identifier is 213800LHEWVY66RPGR58.

No profit forecasts or profit estimates

Dealing and Opening Position Disclosure Requirements of the Code

Information relating to Ashtead Technology Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Ashtead Technology Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ashtead Technology may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions to the Scheme and the Acquisition

1 The Acquisition will be conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by not later than the Long Stop Date.

Scheme Conditions

2 The Scheme will be subject to the following Conditions:

(a)

• its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders who are on the register of members of Ashtead Technology (or the relevant class or classes thereof) at the Scheme Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof); and
• such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Ashtead Technology or, in a competitive situation, specified by Bidco with the consent of the Panel (and in either case (if required) that the Court may approve));

(b)

• the resolutions required to implement the Scheme (including the adoption of the Amended Ashtead Technology Articles) being duly passed at the General Meeting (or any adjournment thereof); and
• such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Ashtead Technology or, in a competitive situation, specified by Bidco with the consent of the Panel (and in either case (if required) that the Court may approve)); and

(c)

• the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Bidco and Ashtead Technology)) and the delivery of a copy of the Court Order to the Registrar of Companies for registration; and
• the Scheme Court Hearing being held on or before the 22nd day after the expected date of the Scheme Court Hearing as first announced by Ashtead Technology via a Regulatory Information Service (or such later date as may be agreed between Bidco and Ashtead Technology or, in a competitive situation, specified by Bidco with the consent of the Panel (and in either case (if required) that the Court may approve)).

General Conditions

General Third Party approvals

(a) the waiver (or non-exercise within any applicable time limits) by any relevant Third Party of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition) arising as a result of or in connection with the Scheme or the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, Ashtead Technology by Bidco or any member of the Wider Ember Group;

(b) all necessary notifications, filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Ember Group of any shares or other securities in, or control or management of, Ashtead Technology and all Authorisations deemed necessary or appropriate by Bidco or any member of the Wider Ember Group for or in respect of the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, Ashtead Technology or any member of the Wider Ashtead Technology Group by any member of the Wider Ember Group having been obtained in terms and in a form satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider Ashtead Technology Group has entered into contractual arrangements and all such Authorisations deemed necessary or appropriate by Bidco to carry on the business of any member of the Wider Ashtead Technology Group which are material in the context of the Wider Ember Group or the Wider Ashtead Technology Group as a whole or for or in respect of the Acquisition including, without limitation, its implementation or financing remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same (x) where the Acquisition is implemented by way of a Scheme, immediately prior to the Scheme Court Hearing, and (y) where the Acquisition is implemented by way of a Takeover Offer, at the time at which the Takeover Offer otherwise becomes unconditional;

General antitrust, foreign investment and regulatory

• no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice, or having taken any other action or step and there not continuing to be outstanding any statute, regulation, decision or order which, in each case, would or might reasonably be expected to:
• require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Ember Group or any member of the Wider Ashtead Technology Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties (or any part thereof) which, in any such case, is material in the context of the Wider Ember Group or the Wider Ashtead Technology Group in either case taken as a whole or in the context of the Acquisition;
• require, prevent or delay the divestiture by any member of the Wider Ember Group of any shares or other securities (or equivalent) in any member of the Wider Ember Group or the Wider Ashtead Technology Group;
• impose any material limitation on, or result in a delay in, the ability of any member of the Wider Ember Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Ashtead Technology Group or the Wider Ember Group or to exercise voting or management control over any such member;
• otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Ember Group or of any member of the Wider Ashtead Technology Group to an extent which is material in the context of the Wider Ember Group or the Wider Ashtead Technology Group in either case taken as a whole or in the context of the Acquisition;
• make the Scheme or Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Ember Group of any shares or other securities in, or control or management of, Ashtead Technology void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay, challenge or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;
• require any member of the Wider Ember Group or the Wider Ashtead Technology Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Ashtead Technology Group or the Wider Ember Group owned by any third party;
• impose any limitation on the ability of any member of the Wider Ashtead Technology Group to conduct, integrate or co-ordinate its business, or any part of it, with all or any part of the businesses of any other member of the Wider Ashtead Technology Group which is adverse to and material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition; or

(viii) result in any member of the Wider Ashtead Technology Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Scheme or the Acquisition or the acquisition or proposed acquisition of any Ashtead Technology Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement etc.

(d) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Ashtead Technology Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any event or circumstance which in consequence of the Acquisition or the acquisition or proposed acquisition of any shares or other securities (or equivalent) in Ashtead Technology or because of a change in the control or management of any member of the Wider Ashtead Technology Group or otherwise, could or might result in any of the following to an extent which is material and adverse in the context of the Wider Ashtead Technology Group, or the Wider Ember Group, in either case taken as a whole, or in the context of the Acquisition:

• any moneys borrowed by or any other indebtedness or liabilities (actual or contingent including, without limitation, guarantees, letters of credit and hedging contracts) of, or grant available to any member of the Wider Ashtead Technology Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
• any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any member of the Wider Ashtead Technology Group thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
• any asset or interest of any member of the Wider Ashtead Technology Group being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;
• the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Ashtead Technology Group;
• the rights, liabilities, obligations or interests of any member of the Wider Ashtead Technology Group, or the business of any such member with any other person, firm, company or body (or any arrangement or arrangements relating to any such interest or business), being terminated, adversely modified or adversely affected;
• the value of any member of the Wider Ashtead Technology Group or its financial or trading position or prospects being prejudiced or adversely affected;
• any member of the Wider Ashtead Technology Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation or acceleration of any liability, actual or contingent, by any member of the Wider Ashtead Technology Group (including any material tax liability or any obligation to obtain or acquire any material Authorisation, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Ashtead Technology Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this paragraph 3(d);

Certain events occurring since Last Accounts Date

• save as Disclosed, no member of the Wider Ashtead Technology Group having, since the Last Accounts Date:
• save as between Ashtead Technology and/or wholly-owned subsidiaries of Ashtead Technology or for Ashtead Technology Shares issued under or pursuant to the exercise of options and vesting of awards in the ordinary course under the Ashtead Technology LTIPs, issued, agreed to issue, authorised or proposed the issue of additional shares of any class;
• save as between Ashtead Technology and/or wholly-owned subsidiaries of Ashtead Technology or for the grant of options, awards or other rights in the ordinary course under the Ashtead Technology LTIPs, issued or agreed to issue, authorised or proposed the issue of securities convertible into, or exchangeable for, shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
• other than the Final Dividend, and any other dividends or other distributions lawfully declared, paid or made (or to be declared, paid or made) to Ashtead Technology or to a wholly-owned subsidiary of Ashtead Technology, recommended, declared, paid or made, or resolved to recommend, declare, pay or make, any dividend or other distribution (payable in cash or otherwise) or made any bonus issue;
• save for transactions between Ashtead Technology and/or wholly-owned subsidiaries of Ashtead Technology, disposed of, or transferred, mortgaged or charged, or created any security interest over any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so other than in the ordinary course of business and to the extent that is, or could reasonably be expected to be, material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• save for transactions between Ashtead Technology and/or wholly-owned subsidiaries of Ashtead Technology, entered into in the ordinary course of business, entered into, implemented or authorised the entry into, any joint venture, asset or profit-sharing arrangement, partnership or merger of business or corporate entities, in each case, to an extent which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• save for transactions between Ashtead Technology and/or wholly-owned subsidiaries of Ashtead Technology, made or authorised or proposed or announced an intention to propose any material change in its loan capital, in each case, to an extent which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• save for transactions between Ashtead Technology and/or wholly-owned subsidiaries of Ashtead Technology, issued, authorised, proposed or announced an intention to authorise or propose the issue of any debentures or any change in or to the terms of any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;

(viii) save for transactions between Ashtead Technology and/or wholly-owned subsidiaries of Ashtead Technology, purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii) of this paragraph 3(e) above, made any other change to any part of its share capital;

• save for transactions between Ashtead Technology and/or wholly-owned subsidiaries of Ashtead Technology, implemented, effected, authorised, proposed or announced its intention to implement, effect, authorise or propose any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business in any such case to an extent which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude (other than in the ordinary course of business), in each case, to an extent which is material in the context of the Wider Ashtead Technology Group or the Wider Ember Group taken as a whole or in the context of the Acquisition;
• (other than in respect of a member of the Wider Ashtead Technology Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, or petition presented or order made for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, to an extent which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• entered into any contract, arrangement or transaction which would be expected to be restrictive on the business of any member of the Wider Ashtead Technology Group or the Wider Ember Group (other than of a nature and extent which is normal in the context of the business concerned);

(xiii) made any material alteration to its memorandum or articles of association or other incorporation documents (other than in connection with the Acquisition);

• made or agreed or consented to or procured any change to, or the custodian or trustee of any scheme having made a change to:
• the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Ashtead Technology Group for its directors, employees or their dependents;

in each case, to the extent which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;

• proposed, agreed to provide or modified the terms of any of the Ashtead Technology LTIPs, or any other share option scheme, incentive scheme, retention scheme or other benefit (including compensation) constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Ashtead Technology Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Ashtead Technology Group, save as agreed by the Panel (if required) and by Bidco;

(xvii) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Ashtead Technology Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

(xviii) entered into or varied in a material way the terms of, any contract, agreement or arrangement with any director or senior employee of any member of the Wider Ashtead Technology Group;

• waived, compromised or settled any claim or regulatory proceedings (whether actual or threatened) which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition otherwise than in the ordinary course of business; or
• entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this paragraph 3(e);

No adverse change, litigation or regulatory enquiry

• save as Disclosed, since the Last Accounts Date:
• no adverse change or deterioration having occurred in the business, assets, financial or trading position, profits or prospects or operational performance of any member of the Wider Ashtead Technology Group which, in any such case, is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;
• no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Ashtead Technology Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review, investigation or other proceedings by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider Ashtead Technology Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider Ashtead Technology Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• no contingent or other liability of any member of the Wider Ashtead Technology Group having arisen or become apparent to Bidco or increased which has had or might reasonably be expected to have a material adverse effect on the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member of the Wider Ashtead Technology Group which, in any case, is material in the context of the Wider Ashtead Technology Group taken as a whole;
• no member of the Wider Ashtead Technology Group having conducted its business in breach of any applicable laws and regulations where such breach has had or might reasonably be expected to have a material adverse effect on the Wider Ashtead Technology Group as a whole or to be material in the context of the Acquisition; and
• no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider Ashtead Technology Group which is necessary for the proper carrying on of its business where the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

• save as Disclosed, Bidco not having discovered:
• that any financial, business or other information concerning the Wider Ashtead Technology Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Ashtead Technology Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the Announcement Date by disclosure either publicly or otherwise to Bidco or its professional advisers, in each case, to the extent material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• that any member of the Wider Ashtead Technology Group or partnership, company or other entity in which any member of the Wider Ashtead Technology Group has a significant economic interest and which is not a subsidiary undertaking of Ashtead Technology is subject to any liability (contingent or otherwise) to the extent which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition; or
• any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Ashtead Technology Group and which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• save as Disclosed, Bidco not having discovered that:
• there is, or is likely to be, for any reason whatsoever, any obligation or liability (actual or contingent) of any past or present member of the Wider Ashtead Technology Group to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Ashtead Technology Group (or on its behalf) or by any person for which a member of the Wider Ashtead Technology Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party or any other person or body in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto and which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition;
• circumstances exist (whether as a result of the making of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Ember Group or any present or past member of the Wider Ashtead Technology Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, reinstate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Ashtead Technology Group (or on its behalf) or by any person for which a member of the Wider Ashtead Technology Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition; or
• circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any assets, rights, product or process of manufacture or creation, or materials or rights used or licensed therein, currently or previously manufactured, created, sold, licensed, used or carried out by any past or present member of the Wider Ashtead Technology Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider Ashtead Technology Group and which is material in the context of the Wider Ashtead Technology Group taken as a whole or in the context of the Acquisition; and

Anti-corruption, economic sanctions, criminal property and money laundering

• save as Disclosed, Bidco not having discovered that:
• (A) any past or present member, director, officer or employee of the Wider Ashtead Technology Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under or violation of the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of any member of the Wider Ashtead Technology Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under or violation of the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or
• any asset of any member of the Wider Ashtead Technology Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Ashtead Technology Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering; or
• any past or present member, director, officer or employee of the Wider Ashtead Technology Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
• any past or present member, director, officer or employee of the Wider Ashtead Technology Group, or any other person for whom any such person may be liable or responsible:
• any member of the Wider Ashtead Technology Group is or has been engaged in any transaction which would cause Bidco or any other member of the Wider Ember Group to be in breach of any law or regulation upon completion of the Acquisition, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury or any other relevant government authority.

Part B: Certain further terms of the Acquisition

1 Bidco reserves the right in its sole discretion to waive, in whole or in part, any or all of:

• the deadlines set out in paragraphs 2(a)(ii), 2(b)(ii) or 2(c)(ii) of Part A of this Appendix I for the timing of the Court Meeting, the General Meeting and/or the Scheme Court Hearing. If any such deadline is not met, Bidco will make an announcement by 8.00 a.m. on the Business Day following such deadline stating whether it has invoked the relevant Condition, waived that Condition or, with the agreement of Ashtead Technology or with the consent of the Panel, specified a new date by which that Condition must be satisfied; and
• the Conditions set out in paragraph 3 of Part A of this Appendix I.

2 The Conditions in paragraphs 1, 2(a)(i), 2(b)(i) and 2(c)(i) of Part A of this Appendix I may not be waived.

3 Bidco will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraph 3 of Part A of this Appendix I by a date earlier than the latest date for the fulfilment or waiver of that Condition specified above, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4 Under Rule 13.5(a) of the Code and subject to paragraph 5 below, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

5 The Conditions in paragraphs 1 and 2 of Part A of this Appendix I and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer are not subject to Rule 13.5(a) of the Code.

6 Any condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

8 The Ashtead Technology Shares acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made on or after the Announcement Date and before the Effective Date.

9 If, on or after the Announcement Date and prior to or on the Effective Date, any dividend, distribution or other return of capital is declared, made, paid or becomes payable to Ashtead Technology Shareholders, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke the Condition in paragraph 3(e)(iii) of Part A of this Appendix I) to reduce the consideration payable under the Acquisition to reflect the aggregate amount of such dividend, distribution or other return of capital. In such circumstances, Ashtead Technology Shareholders would be entitled to receive and retain any such dividend, distribution or other return of capital declared, made or paid.

If and to the extent that any such dividend, distribution or other return of capital is declared, paid, made or becomes payable on or prior to the Effective Date and Bidco exercises its rights under this paragraph 9 to reduce the consideration payable under the Acquisition, any reference in this Announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced.

If and to the extent that any such dividend, distribution or other return of capital has been proposed, authorised, declared or announced but not paid or made or is not payable by reference to a record date on or prior to the Effective Date or will be (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution or other return of capital and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph 9.

Any exercise by Bidco of its rights referred to in this paragraph 9 will be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

10 Bidco reserves the right to elect (with the consent of the Panel, and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for the Ashtead Technology Shares as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms and conditions, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments including an acceptance condition set at 75 per cent. of the shares to which such Takeover Offer relates (or such other percentage (being more than 50 per cent.) as Bidco may, in accordance with the provisions of the Co-operation Agreement, decide or as required by the Panel). If sufficient acceptances of such Takeover Offer are received and/or sufficient Ashtead Technology Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Ashtead Technology Shares to which such Takeover Offer relates.

11 If Bidco is required by the Panel to make an offer for Ashtead Technology Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

14 The Acquisition is governed by the laws of England and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition is subject to the applicable requirements of the Code, the Panel, the Listing Rules, the London Stock Exchange and the FCA.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

1 The value placed by the Acquisition on the existing issued share capital of Ashtead Technology is based on 80,976,397 Ashtead Technology Shares in issue on 20 October 2026, being the last Business Day prior to the date of this Announcement. Ashtead Technology holds no shares in treasury.

2 The value of the Acquisition on a fully diluted basis has been calculated on the basis of 80,976,397 Ashtead Technology Shares in issue on 20 October 2026 (being the last Business Day prior to the date of this Announcement) and an additional 1,130,599 Ashtead Technology Shares that may be issued pursuant to the Ashtead Technology LTIPs. This additional number of Ashtead Technology Shares has been calculated as:

• 1,604,828 Ashtead Technology Shares, being the maximum number of Ashtead Technology Shares that may be issued under the Ashtead Technology LTIPs; less
• 474,229 Ashtead Technology Shares held by the Ashtead Technology employee benefit trust that can be used to satisfy awards under the Ashtead Technology LTIPs.

3 The Closing Price on 22 September 2026 is taken from the Daily Official List.

5 Unless otherwise stated, the financial information relating to Ashtead Technology is extracted or derived (without material adjustment) from the audited consolidated financial statements of Ashtead Technology for the financial years ended 31 December 2021 and 31 December 2025 (as applicable).

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Irrevocable Undertakings given by Ashtead Technology Directors

The Ashtead Technology Directors listed above have given irrevocable undertakings to vote in favour of the Scheme and the resolutions to be proposed at the General Meeting or, in the event the Acquisition is effected by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer in accordance with the procedure set out in the relevant offer document containing such Takeover Offer in respect of 1,822,898 Ashtead Technology Shares (representing approximately 2.3 per cent. of Ashtead Technology's existing issued share capital as at 20 October 2026 (being the latest practicable date prior to the date of this Announcement)).

The irrevocable undertakings given by the Ashtead Technology Directors cease to be binding if: (i) where the Acquisition is to be implemented by way of the Scheme, if the Scheme does not become Effective on or before the Long Stop Date, provided that the reason is not because Bidco has elected to proceed by way of a Takeover Offer, rather than the Scheme; (ii) where the Acquisition is to be implemented by way of a Takeover Offer, if the relevant offer document is not dispatched to Ashtead Technology Shareholders on or before the date falling 28 days after the date of the firm announcement of such Takeover Offer or such later time as may be agreed by the Panel; (iii) Bidco announces that it no longer intends to make or proceed with the Acquisition; (iv) if the Acquisition, whether to be implemented as a Scheme or a Takeover Offer, lapses or is withdrawn and Bidco announces that it does not intend to proceed with the Acquisition; (v) if the Acquisition, whether to be implemented as a Scheme or a Takeover Offer, lapses or is withdrawn (which for the avoidance of doubt does not include any suspension of the timetable applicable to any Scheme) and no new, revised or replacement Scheme or Takeover Offer has been announced by Bidco, in accordance with the Code, within 5 Business Days of such lapsing or withdrawal; or (vi) if (x) any other scheme of arrangement under Part 26 or Part 26A of the Companies Act in respect of Ashtead Technology becomes effective in accordance with its terms; or (y) any other offer made for the entire ordinary share capital of Ashtead Technology becomes or is declared unconditional.

Subject to the above, the terms of the irrevocable undertakings from each of the Ashtead Technology Directors will continue to be binding in the event a higher competing offer is made for Ashtead Technology.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.