Publication And Posting Of Scheme Document

(a company controlled by funds managed and advised by Ember Infrastructure Management, LP and its affiliates)

to be effected by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 21 October 2026, the boards of Bidco and Ashtead Technology announced that they had 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 for an offer price of 615 pence per Ashtead Technology Share (the “Acquisition”). The Acquisition is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).

Publication of the Scheme Document

The Ashtead Technology Directors are pleased to announce the publication of the scheme document in relation to the Acquisition (the “Scheme Document”) which, together with the associated Forms of Proxy, is today being posted or made available by Ashtead Technology to Ashtead Technology Shareholders and, for information only, to holders of awards under the Ashtead Technology Share Plans and persons with information rights.

The Scheme Document contains, amongst other things, a letter from the Chair of Ashtead Technology, the full terms and conditions of the Scheme, the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and Ashtead Technology Shareholders entitled to vote at the General Meeting in relation to the Acquisition.

The Scheme Document will be made available (subject to any applicable restrictions relating to persons in, or resident in, Restricted Jurisdictions) for inspection free of charge, on Ashtead Technology's website at www.ashtead-technology.com/offer-for-ashtead-technology/ no later than 12 noon on the Business Day following the publication of the Scheme Document and will be available up to and including the end of the Offer Period. The contents of these websites are not incorporated into, and do not form part of, this announcement.

Action required

As further described in the Scheme Document, before the Court is asked to sanction the Scheme and in order for the Scheme to become Effective, the Scheme will require: (i) the approval of a majority in number representing 75 per cent. or more in value of votes cast by Scheme Shareholders present and voting either in person or by proxy at the Court Meeting (or any adjournment thereof), which has been convened by an order of the Court; and (ii) the passing of the Resolution by the requisite majority of Ashtead Technology Shareholders at the General Meeting (or any adjournment thereof). The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document.

The Court Meeting and the General Meeting are to be held at the offices of Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 7 December 2026. The Court Meeting is scheduled to commence at 2.00 p.m. and the General Meeting is scheduled to commence at 2.15 p.m. (or as soon thereafter as the Court Meeting has concluded, been adjourned or postponed). Notices of the Court Meeting and the General Meeting are set out in Parts 9 and 10, respectively, of the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to the Scheme Shareholders and the Ashtead Technology Shareholders before the relevant Meetings, by an announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Scheme Shareholders and Ashtead Technology Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either by visiting www.eproxyappointment.com, through Proxymity or through CREST as soon as possible and, in any event, by no later than 2.00 p.m. on 3 December 2026 in respect of the Court Meeting and 2.15 p.m. on 3 December 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and Ashtead Technology Shareholders are also strongly encouraged to appoint the Chair of the meeting as their proxy.

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to obtaining the requisite approval of Scheme Shareholders at the Court Meeting and of Ashtead Technology Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective either late in the fourth quarter of 2026 or early in the first quarter of 2027. Ashtead Technology will make further announcements as appropriate with such announcements being available on Ashtead Technology's website at www.ashtead-technology.com/offer-for-ashtead-technology/.

The dates and times given are indicative only and are based on Ashtead Technology's and Bidco’s current expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, then Ashtead Technology (or Bidco, as applicable) will give notice(s) of such changes in an announcement released through a Regulatory Information Service and by making such announcement available on Ashtead Technology's website at www.ashtead-technology.com/offer-for-ashtead-technology/.

Prior to the Scheme becoming Effective, applications will be made to the London Stock Exchange to cancel the admission to trading in Ashtead Technology Shares on the Main Market, and to the Financial Conduct Authority to cancel the admission of the Ashtead Technology Shares to the Official List, in each case with effect from or shortly following the Effective Date and that steps will be taken to re-register Ashtead Technology as a private limited company. The last day of dealings in Ashtead Technology Shares on the London Stock Exchange’s Main Market is expected to be the Business Day immediately following the Court Meeting and no transfers shall be registered after 6.00 p.m. on that date.

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 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.

Ashtead Technology Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.

Helpline

The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme other than Condition 2.3 of Part A of Part 4 of the Scheme Document are satisfied or, if capable of waiver, waived and the date on which the Court sanctions the Scheme. Ashtead Technology will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Ashtead Technology’ s website at www.ashtead-technology.com/offer-for-ashtead-technology/. Further updates and changes to these times will be notified in the same way.

All references to time shown in this announcement are references to London ( UK ) time.

The Court Meeting and the General Meeting will each be held at the offices of Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on 7 December 2026

Notes:

(1) It is requested that BLUE Forms of Proxy or CREST or Proxymity Proxy Instructions, or any other electronic voting instruction, in respect of the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a non-working day) or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Court Meeting (excluding any part of such 48 hour period falling on a non-working day). BLUE Forms of Proxy that are not so lodged may be handed to the Chair of the Court Meeting or a representative of the Company's registrar, Computershare, at the Court Meeting venue before the start of the Court Meeting.

(2) WHITE Forms of Proxy or CREST or Proxymity Proxy Instructions, or any other electronic voting instruction, in respect of the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48 hour period falling on a non-working day) or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned General Meeting (excluding any part of such 48 hour period falling on a non-working day). WHITE Forms of Proxy that are not so lodged may NOT be handed to the Chair of the General Meeting or a representative of the Company's registrar, Computershare, before the start of or at the General Meeting.

• If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the day which is two Business Days before the date set for such adjourned Meeting and only Scheme Shareholders (in respect of the Court Meeting) and Ashtead Technology Shareholders (in respect of the General Meeting) on the register of members at such time shall be entitled to attend and vote at the relevant Meeting(s).
• Or as soon thereafter as the Court Meeting shall have been concluded or been adjourned.
• Ashtead Technology Shares will be disabled in CREST from 6.00 p.m. on such date.
• The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies for registration. This may occur prior to the suspension of trading in Ashtead Technology Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
• This is the latest date by which the Scheme may become Effective unless Bidco specifies a later date (with the agreement of Ashtead Technology or with the Panel's consent and as the Court may approve (if such consent/approval(s) are required)).

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.

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.

Scheme process

In accordance with Section 5 of Appendix 7 to the Takeover Code, Ashtead Technology or Bidco (as applicable) will announce through a Regulatory Information Service key events in the Scheme process, including the outcomes of the Meetings and the Sanction Hearing and that the Scheme has become Effective.

General