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Aggreko Plc Proxy Solicitation & Information Statement 2014
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Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL GENERAL MEETING
This document is important and requires your immediate attention.
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own personal financial advice from a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you are not resident in the United Kingdom, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your shares in Aggreko plc, please pass this document, together with the accompanying documents (except the accompanying personalised form of proxy), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
Notice of the Annual General Meeting of the Company to be held at the Grand Central Hotel, 99 Gordon Street, Glasgow G1 3SF on Thursday 24 April 2014 at 11.00 a.m. is set out in Part II of this circular.
A form of proxy for use in connection with the Annual General Meeting is enclosed. Whether or not you propose to attend the Annual General Meeting, please complete and submit the form of proxy in accordance with the instructions printed on it. The form of proxy must be received by the Company's Registrar, Capita Asset Services, Shareholder Solutions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 11.00 a.m. on Tuesday 22 April 2014. Alternatively, you may appoint a proxy electronically by logging on to the Registrar's website, http://shares.aggreko.com, provided that they receive details of your appointment by 11.00 a.m. on Tuesday 22 April 2014.
aggreko
aggreko
Part I: Letter from the Chairman
20 March 2014
To the holders of ordinary shares
Dear Shareholder
Notice of Annual General Meeting
I am pleased to be writing to you with details of our Annual General Meeting, which we are holding at the Grand Central Hotel, 99 Gordon Street, Glasgow G1 3SF on Thursday 24 April at 11.00 a.m. The formal notice of Annual General Meeting is set out in Part II of this circular.
If you would like to vote on the resolutions to be considered at the Annual General Meeting but cannot attend the meeting then you can appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting by completing the form of proxy sent to you with this circular and returning it to our Registrar at the address stated on the form. They must receive it by 11.00 a.m. on Tuesday 22 April 2014. Alternatively, you may appoint a proxy electronically by logging on to the Registrar's website, http://shares.aggreko.com provided that they receive details of your appointment by 11.00 a.m. on Tuesday 22 April 2014.
The Aggreko plc Annual Report and Accounts for the year ended 31 December 2013 and a copy of this circular have been published on the Company's website at www.aggreko.com, in the Investors section. If you have elected to receive shareholder correspondence in hard copy form then a copy of the Annual Report and Accounts will accompany this circular. Should you wish to change your election at any time, or if you wish to request a hard copy of the Annual Report and Accounts, you can do so by contacting our Registrar, Capita Asset Services, Shareholder Solutions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or alternatively via http://shares.aggreko.com.
The following paragraphs provide an explanation of some of the resolutions to be considered at the Annual General Meeting.
Resolutions 1 to 18 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 19 to 21 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Approval of remuneration policy and remuneration report (Resolutions 2 and 3)
These resolutions seek approval of the Directors' remuneration report for the year ended 31 December 2013. Owing to a change in law since the 2013 Annual General Meeting, this approval is now sought in two parts.
Resolution 2 seeks approval, on a binding basis, of the Directors' Remuneration Policy set out on pages 83 to 88 of the Annual Report and Accounts for the year ended 31 December 2013. If Resolution 2 is approved, the Directors' Remuneration Policy will remain in effect (unless further altered by shareholder vote) for three years commencing from the date of the 2014 Annual General Meeting. Once the Directors' Remuneration Policy is approved, the Company will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the Directors' Remuneration Policy or has otherwise been approved by a resolution of the members of the Company.
Resolution 3 seeks approval of the Annual Report on Remuneration set out on pages 89 to 101 of the Annual Report and Accounts for the year ended 31 December 2013. This vote is advisory, in respect of the overall remuneration package, and the Directors' entitlements to remuneration are not conditional upon this resolution being passed.
Final dividend (Resolution 4)
Shareholders are being asked to approve a final dividend of 17.19 pence per ordinary share for the year ended 31 December 2013. If shareholders approve the recommended final dividend, it will be paid on 27 May 2014 to all ordinary shareholders who are on the register of members on 25 April 2014.
Election and re-election of Directors (Resolutions 5 to 14)
The Company's Articles of Association require that all newly appointed Directors retire at the first Annual General Meeting following their appointment. Resolution 5 refers to the Director appointed since the last Annual General Meeting in 2013. Resolutions 6 to 14 refer to the Directors standing for re-election in line with Section B.7.1 of the UK Corporate Governance Code, which states that all directors of FTSE 350 companies should be subject to annual election by shareholders.
Biographical information on each of the Directors seeking election and re-election is contained on pages 62 to 64 of the Annual Report and Accounts for the year ended 31 December 2013 and is also available to view online at http://ir.aggreko.com/investors/board-of-directors. The Board unanimously recommends the election of Ian Marchant, who was appointed to the Board on 1 November 2013. The Board also confirms that, following a formal performance evaluation, each of the Directors standing for re-election continues to perform effectively and demonstrates commitment to their role, and therefore unanimously recommends the re-election of the Directors proposed.
REGISTERED OFFICE 120 BOTHWELL STREET GLASGOW G2 7JS SCOTLAND UK
REGISTERED IN SCOTLAND NO. 177553 VAT NO. 703-5643-53
www.aggreko.com
Aggreko plc
8th Floor, Aurora
120 Bothwell Street
Glasgow G2 7JS
Scotland UK
Tel +44(0)141 225 5900
Fax +44(0)141 225 5949
Authority to allot shares (Resolution 17)
In line with last year, resolution 17 will authorise the Directors to allot ordinary shares up to an aggregate nominal amount equal to £12,291,627 (representing 89,667,547 ordinary shares of $13^{549}/775\mathrm{p}$ each). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 6 March 2014, being the latest practicable date prior to the publication of this circular. As at 6 March 2014 the Company held no treasury shares and there were no warrants over ordinary shares.
Resolution 17 will be proposed as an ordinary resolution. The authority sought under this resolution will expire on the earlier of 30 June 2015 (the latest date by which the Company must hold an Annual General Meeting in 2015) or the conclusion of the Annual General Meeting of the Company to be held in 2015.
The Directors have no present intention to issue new shares other than in relation to the issue of shares under the Company's executive and employee share schemes.
Directors' fees (Resolution 18)
The current Articles of Association limit the aggregate amount of fees that can be paid to Directors (other than Executive Directors' remuneration) to £750,000. Last year Directors' fees amounted to £654,167 in aggregate. In order to provide the Board with further flexibility it is proposed that the aggregate limit be increased to £900,000. The Articles of Association provide that this increase may be effected by an ordinary resolution of shareholders.
Disapplication of statutory pre-emption rights (Resolution 19)
Resolution 19 proposes, as a special resolution, to disapply the statutory pre-emption rights of shareholders on allotment of equity securities for cash up to an aggregate nominal value of £1,843,928 (representing 13,451,477 ordinary shares of $13^{549}/775\mathrm{p}$ each), being approximately $5\%$ of the issued ordinary share capital of the Company as at 6 March 2014, being the latest practicable date prior to the publication of this circular. The Directors confirm that they do not intend to allot new shares on a non pre-emptive basis with a value of more than $7.5\%$ of the current issued share capital over a three-year period.
This resolution also disapplies statutory pre-emption rights to the extent necessary to facilitate rights issues. The authority under this resolution will expire at the conclusion of the Annual General Meeting to be held in 2015 or on 30 June 2015, whichever is the earlier. This resolution is on the same terms as approved last year and the Directors intend to seek renewal of this power at subsequent Annual General Meetings.
Purchase of own shares (Resolution 20)
The Directors recommend that shareholders renew the authority of the Company to purchase its own ordinary shares. Accordingly, Resolution 20 will be proposed as a special resolution seeking authority to make such purchases in the market. The Directors will only use this authority when they consider it to be in the best interests of shareholders generally and an improvement in earnings per share would result. Any ordinary shares purchased under this authority will either be cancelled (and the number of ordinary shares in issue reduced) or be held in treasury.
Resolution 20 specifies the maximum number of ordinary shares which may be purchased (representing approximately $10\%$ of the Company's issued ordinary share capital as at 6 March 2014, being the latest practicable date prior to the publication of this circular) and the minimum and maximum prices at which they may be bought, reflecting the requirements of the Companies Act 2006 and of the Financial Conduct Authority, as set out in the Listing Rules. The Directors intend to seek renewal of this power at subsequent Annual General Meetings.
As at 6 March 2014 there were options over 966,889 ordinary shares in the capital of the Company which represented $0.36\%$ of the Company's issued ordinary share capital at that date. If the authority to purchase the Company's ordinary shares were exercised in full, these options would represent $0.36\%$ of the Company's issued ordinary share capital.
Notice of general meetings (Resolution 21)
Under the Companies Act 2006 all general meetings of the Company must be held on 21 clear days' notice unless shareholders agree to a shorter notice period on an annual basis and certain other conditions are met. The Company is currently able to call general meetings (other than Annual General Meetings) on 14 clear days' notice. The Board is proposing Resolution 21 as a special resolution at the Annual General Meeting so that the Company can continue to be able to convene general meetings on 14 clear days' notice. The Board intends that this shorter notice period would not be used as a matter of routine, but would only be used where the flexibility was justified by the business of the meeting and it would be to the advantage of shareholders as a whole. If Resolution 21 is passed, the authority to convene general meetings on 14 clear days' notice will remain effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed. The notice period for Annual General Meetings will remain 21 clear days.
Part I: Letter from the Chairman continued
Company's undertakings in respect of Capital Reorganisation
On 6 March 2014 Aggreko announced proposals to carry out a return of cash by way of a B share scheme and share capital consolidation (the 'Capital Reorganisation'). In the last few days you will have received a circular to Shareholders dated 14 March 2014, describing the proposed Capital Reorganisation in detail and I encourage you to read that documentation carefully. At a general meeting to be held immediately following the Annual General Meeting (the 'General Meeting'), Shareholders will be given the opportunity to raise any questions, before being asked to approve the Capital Reorganisation.
If the Capital Reorganisation is approved at the General Meeting each ordinary share will have a nominal value of $4^{529}/395$ pence after the Capital Reorganisation, as compared with a nominal value of $13^{549}/775$ pence as at the time of the Annual General Meeting. We acknowledge that this will have the effect of increasing the power and authority granted to the Directors pursuant to resolutions 17, 19 and 20 (as outlined above). Resolutions 17 (authority to allot shares) and 19 (disapplication of statutory preemption rights) will, if approved by Shareholders, be granted in respect of an aggregate nominal value of shares as described above. Such authority and power will remain unchanged following the Capital Reorganisation and, therefore, the Capital Reorganisation will have the effect of increasing the number of ordinary shares subject to such authority and power. The Directors, however, undertake that even if the Capital Reorganisation is approved by Shareholders, the Directors will not exercise the authority granted under resolution 17 and the power granted under resolution 19 to the extent that the number of ordinary shares subject to such authority and power is so increased.
Further, resolution 20 will, if approved by Shareholders, be granted in respect of a specified number of shares, as described above and this specified number will remain unchanged following the Capital Reorganisation. Therefore, if the Capital Reorganisation is approved by Shareholders, it will have the effect of increasing the proportion of the Company's issued ordinary share capital that the number of ordinary shares subject to such authority represents. The Directors, however, undertake that even if the Capital Reorganisation is approved by Shareholders, the Directors will not exercise the authority granted under resolution 20 (purchase of own shares) to the extent that such proportion is so increased.
Recommendation
The Board considers that all the resolutions to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.
Yours sincerely,
Ken Hanna
Chairman
Part II: Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Aggreko plc (the 'Company') will be held at the Grand Central Hotel, 99 Gordon Street, Glasgow G1 3SF on Thursday 24 April 2014 at 11.00 a.m. to consider and, if thought fit, pass the resolutions set out below. Resolutions 19 to 21 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
Ordinary resolutions
Resolution 1
To receive the reports of the Directors and Auditors and to adopt the Company's accounts for the year ended 31 December 2013.
Resolution 2
To approve the Remuneration Policy as set out on pages 83 to 88 of the Annual Report and Accounts for the year ended 31 December 2013.
Resolution 3
To approve the Annual Remuneration Report as set out on pages 89 to 101 of the Annual Report and Accounts for the year ended 31 December 2013.
Resolution 4
To declare a final dividend on the Company's ordinary shares of 17.19 pence per share.
Resolution 5
To elect Mr I D Marchant as a Director of the Company.
Resolution 6
To re-elect Mr K G Hanna as a Director of the Company.
Resolution 7
To re-elect Mr A G Cockburn as a Director of the Company.
Resolution 8
To re-elect Mr D Das as a Director of the Company.
Resolution 9
To re-elect Mr A Satrazemis as a Director of the Company.
Resolution 10
To re-elect Mr D J B Taylor-Smith as a Director of the Company.
Resolution 11
To re-elect Mr R J King as a Director of the Company.
Resolution 12
To re-elect Ms D L P Layfield as a Director of the Company.
Resolution 13
To re-elect Mr R J MacLeod as a Director of the Company.
Resolution 14
To re-elect Ms R A K McDonald as a Director of the Company.
Resolution 15
To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
Resolution 16
To authorise the Audit Committee of the Board to determine the remuneration of the Company's auditor.
Resolution 17
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 £12,291,627, (representing approximately one-third of the Company's issued ordinary share capital as at 6 March 2014), such authority to expire on the earlier of 30 June 2015 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 authority conferred hereby had not expired.
Resolution 18
That the maximum aggregate amount of fees payable to the Directors in accordance with Article 103 of the Company's Articles of Association be increased to £900,000.
Special resolutions
Resolution 19
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 depository receipts or any other matter whatsoever); and
(b) otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £1,843,928,
provided that this power shall (unless previously renewed or revoked) expire on the earlier of 30 June 2015 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.
Part II: Notice of Annual General Meeting continued
Resolution 20
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 3,687,857;
(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 2015, 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 21
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.
By order of the Board
Peter Kennerley
Company Secretary
20 March 2014
Registered Office:
Aggreko plc
8th Floor
120 Bothwell Street
Glasgow G2 7JS
Scotland
United Kingdom
Notes
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Attending the Annual General Meeting in person
If you wish to attend the Annual General Meeting in person, you should arrive at the venue for the Annual General Meeting in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company's Registrar prior to being admitted to the Annual General Meeting. -
Appointment of proxies
Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the Annual General Meeting. A proxy need not be a member of the Company but must attend the Annual General Meeting to represent a member. To be validly appointed a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying form of proxy.
If members wish their proxy to speak on their behalf at the meeting, members will need to appoint their own choice of proxy (not the Chairman of the Annual General Meeting) and give their instructions directly to them.
Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, they should contact the Company's Registrar, Capita Asset Services, on Tel: 0871 664 0300 (calls cost 10 pence per minute plus network extras) (from outside the UK: +44 (0) 20 8639 3399). Lines are open Monday-Friday, 9.00 a.m.-5.30 p.m.
A member may instruct their proxy to abstain from voting on any of the resolutions to be considered at the meeting by marking the 'Withheld' option when appointing their proxy. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the relevant resolution.
The appointment of a proxy will not prevent a member from attending the Annual General Meeting and voting in person if he or she wishes.
A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have a right to appoint any proxies under the procedures set out in these notes and should read note 9 below.
-
Appointment of a proxy online
As an alternative to appointing a proxy using the form of proxy or CREST, members can appoint a proxy online at http://shares.aggreko.com. In order to appoint a proxy using this website, members will need their personal identification Investor Code. This information is printed in the top right hand corner of the form of proxy. If for any reason a member does not have this information, they should contact the Registrar on Tel: 0871 664 0300 (calls cost 10 pence per minute plus network extras) (from outside the UK: +44 (0) 20 8639 3399). Lines are open Monday-Friday, 9.00 a.m.-5.30 p.m. Members may appoint a proxy using the website no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that meeting. -
Appointment of a proxy using a form of proxy
A form of proxy for use in connection with the Annual General Meeting is enclosed. To be valid any form of proxy or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by Capita Asset Services, Shareholder Solutions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that meeting.
If you do not have a form of proxy and believe that you should have one, or you require additional forms of proxy, please contact the Registrar on Tel: 0871 664 0300 (calls cost 10 pence per minute plus network extras) (from outside the UK: +44 (0) 20 8639 3399). Lines are open Monday-Friday, 9.00 a.m.-5.30 p.m.
- Appointment of a proxy through CREST
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the following website: www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (CREST ID RA10) no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed (a) voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Part II: Notice of Annual General Meeting continued
6. Appointment of a proxy by joint holders
In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).
7. Corporate representatives
Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s).
8. Entitlement to attend and vote
To be entitled to attend and vote at the Annual General Meeting (and for the purpose of determining the votes they may cast), members must be registered in the Company's register of members at 6.00 p.m. on Tuesday 22 April 2014 (or, if the Annual General Meeting is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting.
9. Nominated persons
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the '2006 Act') to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
10. Website giving information regarding the Annual General Meeting
Information regarding the Annual General Meeting, including information required by section 311A of the 2006 Act, and a copy of this notice of Annual General Meeting is available at www.aggreko.com in the Investors section.
11. Audit concerns
Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the 2006 Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.
12. Voting rights
As at 6 March 2014 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital consisted of 269,029,545 ordinary shares, carrying one vote each; 182,700,915 Deferred shares of 6½/25 pence each; and 18,352,057,648 Deferred shares of 1/775 pence each. Neither class of Deferred shares carries voting rights in any circumstances. Therefore, the total voting rights in the Company as at 6 March 2014 were 269,029,545 votes.
13. Notification of shareholdings
Any person holding 3 per cent or more of the total voting rights of the Company who appoints a person other than the Chairman of the Annual General Meeting as his/her proxy will need to ensure that both he/she, and his/her proxy, comply with their respective disclosure obligations under the UK Disclosure and Transparency Rules.
14. Further questions and communication
Under section 319A of the 2006 Act, the Company must cause to be answered any question relating to the business being dealt with at the Annual General Meeting put by a member attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Members who have any queries about the Annual General Meeting should contact the Company Secretary by writing to Aggreko plc, 120 Bothwell Street, Glasgow G2 7JS.
Members may not use any electronic address provided in this notice or in any related documents (including the accompanying form of proxy) to communicate with the Company for any purpose other than those expressly stated.
15. Documents available for inspection
The following documents will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice until the conclusion of the Annual General Meeting and on the date of the Annual General Meeting at the Grand Central Hotel, 99 Gordon Street, Glasgow G1 3SF:
(a) copies of the service contracts of the Company's Executive Directors; and
(b) copies of the letters of appointment of the Company's Non-executive Directors.