Company Limited by Shares
No: SC177553

Companies Act 2006

Resolutions of Aggreko plc

At the Annual General Meeting of the Company duly convened and held on 25 April 2013, the following resolutions were passed.

Resolution 17 – Ordinary Resolution

That the Board of Directors of the Company (the ‘Board’) be and it is hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the ‘Act’) to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £12,271,057, (representing approximately one-third of the Company’s issued share capital as at 7 March 2013), such authority to expire on the earlier of 30 June 2014 or at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that, in each case the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 18 – Special Resolution

That the Board of Directors of the Company (the ‘Board’) be and it is hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the ‘Act’), to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares in the capital of the Company (‘ordinary shares’)) wholly for cash pursuant to any authority for the time being in force under section 551 of the Act or by way of a sale of treasury shares (within the meaning of section 560(3) of the Act), as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares for cash:

(a) in connection with or pursuant to a rights issue, open offer or other pre-emptive offer in favour of ordinary shareholders on the register of members on a date fixed by the Board where the equity securities respectively attributable to the interests of all such ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on that date (subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatsoever); and

(b) otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £1,840,843,

provided that this power shall (unless previously renewed or revoked) expire on the earlier of 30 June 2014 or at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Resolution 19 – Special Resolution

That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the ‘Act’) to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares in the capital of the Company (‘ordinary shares’) on such terms and in such manner as the Directors of the Company may determine provided that:

(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 26,857,931;

(b) the maximum price which may be paid for any ordinary share is an amount equal to the higher of (i) 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out, and the minimum price which may be paid for any ordinary share is its nominal value (in each case exclusive of associated expenses); and

(c) the authority hereby conferred shall (unless previously renewed or revoked) expire at the conclusion of the next Annual General Meeting of the Company or on 30 June 2013, whichever is the earlier, but a contract of purchase may be made before such expiry which will or may be completed wholly or partly thereafter, and a purchase of ordinary shares may be made in pursuance of any such contract.

Resolution 20 – Special Resolution

That a general meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 clear days’ notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company.

Peter Kennerley
Company Secretary