Aggreko plc Notice of Annual General Meeting 2021

aggreko

Notice of Annual General Meeting

Thursday 22 April 2021 at 11.00am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any matter referred to in this document or as to the action you should take, you should seek your own personal financial advice from: (a) 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 (b) another appropriately authorised independent financial adviser if you are not resident in the United Kingdom.

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.

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Letter from the Chairman

The business to be conducted at the AGM will proceed as planned, notwithstanding the ongoing process relating to the recommended offer for the Company announced on 5 March 2021. For now, it is business as usual for Aggreko, our people and our shareholders.

Ken Hanna
Chairman

18 March 2021

To the holders of Ordinary Shares

Dear Shareholder

I am pleased to be writing to you with details of our Annual General Meeting ("AGM" or "Meeting"), which we are holding at Conrad London St. James, 22-28 Broadway, London SW1H 0BH on Thursday 22 April 2021 at 11.00am. The formal notice of Annual General Meeting ("Notice" or "Notice of Annual General Meeting") is set out on pages 4 to 8 of this document and explains the business to be conducted at the AGM. A detailed explanation of the nature of this business can be found immediately following the Notice of Annual General Meeting on pages 9 to 10 of this document.

Both the AGM and the business to be conducted at the AGM will proceed as planned and detailed in this Notice, notwithstanding the ongoing process relating to the recommended offer for the Company announced on 5 March 2021 (the "Acquisition"). For now, it is business as usual for Aggreko, our people and our shareholders.

AGM attendance

Our preference had been to welcome shareholders in person to our 2021 AGM, particularly given the constraints we faced in 2020 due to the COVID-19 pandemic. However, in light of the current COVID-19 legislation and public health guidance issued by the UK and Scottish governments, restricting, amongst other things, public gatherings and travel, and in order to protect the wellbeing of our people and our shareholders, the Board has made the decision that this year's AGM will be held as a closed meeting. Accordingly, save for the Chairman of the Meeting and such other persons as the Chairman of the Meeting may decide should be admitted for the purposes of forming a quorum, shareholder attendance in person at the AGM will not be permitted. Shareholders can, however, be represented by the Chairman of the Meeting acting as their proxy and we remain committed to encouraging shareholder engagement on the business of the AGM. We are therefore pleased to be able to provide a facility for shareholders to access the AGM remotely and follow the business of the Meeting by webcast, together with facilities for shareholders to submit questions by email in advance or live during the webcast.

The Company will continue to closely monitor the developing impact of COVID-19 and the latest legislation and guidance issued by both the UK and Scottish governments. If circumstances evolve such that the Board considers that, within safety constraints and in accordance with government guidance, arrangements regarding attendance at the Annual General Meeting can change, the Company will notify shareholders as soon as reasonably practicable of any such changes via a Regulatory Information Service, on the 'AGM Information' page of our website at www.plc.aggreko.com and, if applicable, in accordance with the Company's articles of association. The Board encourages shareholders to monitor the Company's website and regulatory news services for any updates in relation to the 2021 AGM. However, given the constantly evolving nature of the situation, even if it subsequently becomes possible to welcome a number of shareholders to the Meeting venue, attendance in person is likely to be restricted in terms of numbers and we would therefore still encourage shareholders not to attend the Meeting in person and instead to follow the Meeting by webcast, as described below.

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Aggreko plc Notice of Annual General Meeting
Notes to the Notice of Annual General Meeting
Explanatory notes to the Resolutions
Appendix
12020 Burdelle

How to join the webcast

Shareholders will need to visit the 'AGM Information' page of our website at www.plc.aggreko.com using their smartphone, tablet or computer and follow the link to the webcast for the 2021 AGM. You will then be prompted to enter your unique 'Login Code' and 'PIN'.

• Your Login Code is your 11 digit Investor Code (IVC), including any leading zeros.

• Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder.

• Your IVC can be found on your share certificate, or users of https://shares.aggreko.com will find this under 'Manage your account' when logged in to the portal. You can also obtain this by contacting Link Group, our Registrar ("Registrar"), by calling +44 (0) 371 277 1020*.

Access to the webcast of the Meeting will be available from 10.30am on Thursday 22 April 2021, although you will not be able to submit live questions until the AGM is formally declared open.

If you wish to appoint a proxy or corporate representative and for them to attend the webcast on your behalf, please contact Link Group on telephone number +44 (0) 371 277 1020* as soon as possible and in any event by 11.00am on Tuesday 20 April 2021.

If your shares are held within a nominee and you wish to attend the webcast, you will need to contact your nominee immediately. Your nominee must complete a letter of representation and present this to Link Group, our Registrar, no later than 72 hours before the start of the Meeting in order that they can obtain for you from Link Group, your unique Login Code and PIN number to attend the webcast. If you are in any doubt about your shareholding, please contact our Registrar by calling +44 (0)371 277 1020*.

Voting at the AGM

Whilst the AGM is expected to be held as a closed meeting, shareholders will nevertheless be able to vote on the resolutions under consideration, by proxy in advance of the AGM. We therefore strongly encourage all shareholders to exercise their vote by appointing the Chairman of the Meeting (rather than a named individual) as their proxy and providing voting instructions in advance of the AGM, in accordance with the instructions explained in the Notes attached to the Notice of Annual General Meeting which appears on page 6 to 8 of this document.

As shareholders will currently be unable to attend the AGM in person, all Resolutions will be decided on a poll to be called by the Chairman of the Meeting. This reflects current best practice and ensures that shareholders who have appointed the Chairman of the Meeting as their proxy have their votes fully taken into account. The results will be published on the 'AGM Information' page of our website at www.plc.aggreko.com and will be released to the London Stock Exchange as soon as practicable following the conclusion of the AGM.

Questions

The AGM is an important opportunity for all shareholders to express their views by asking questions and voting. Your participation in this annual event continues to be very important to us. Shareholders wishing to raise any questions relating to the business of the AGM may do so by submitting them to Aggreko's Investor Relations team ahead of the Meeting at [email protected]. You may submit questions until 8.30am on 20 April 2021 and the Company will endeavour to publish and maintain an appropriate summary of responses on the 'AGM Information' page of its website in advance of the AGM. Shareholders may also submit questions during the Meeting via the webcast. We will endeavour to answer all appropriate questions during the webcast of the AGM, to the extent possible in the time allocated for the Meeting, and will publish a summary of responses on the "AGM Information" page of our website following the Meeting. Please note that shareholders may not use any electronic address provided in this document or in any related documents (including the accompanying form of proxy) to communicate with the Company for any purpose other than those expressly stated.

Re-election of Chairman

Although the Company previously announced my intention to step down as Chairman and as a Non-executive Director of the Company at the conclusion of the 2021 AGM, the Board is now recommending my re-election to continue serving as Chairman and as a Non-executive Director for an interim period, to be determined by the Board (but in any event, to expire no later than 31 December 2021), so that the Company and Board will benefit from continuity of leadership during the period to complete the Acquisition. I and the Board intend that, on or as soon as reasonably practicable following the earlier of the completion or termination of the Acquisition (or any subsequent offer that may be made), I will step down as Chairman and as a Non-executive Director of the Company.

2020 Annual Report and Accounts

On page 93 of the 2020 Annual Report and Accounts the Company stated that it intended to hold the 2021 AGM at 21 Palmer Street, London, SW1H 0AD. Due to a change of circumstances since the printing of the 2020 Annual Report and Accounts, the Company confirms that its 2021 AGM will be held at Conrad London St. James, 22-28 Broadway, London SW1H 0BH, as set out in this Notice of 2021 AGM.

Board recommendation

The Board considers that all the Resolutions to be considered at the AGM 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

*Lines are open from 9.00am to 5.30pm Monday to Friday (excluding public holidays in England and Wales), calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.

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Notice of Annual General Meeting 2021

Notice is hereby given that the Annual General Meeting (the "AGM" or the "Meeting") of Aggreko plc (the "Company") will be held at Conrad London St. James, 22-28 Broadway, London SW1H 0BH on Thursday 22 April 2021 at 11.00am to consider and, if thought fit, pass the Resolutions set out below. Resolutions 19 to 23 (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 2020.

Resolution 2

To approve the Annual Statement by the Remuneration Committee Chair as set out on pages 68 to 76 and the Annual Report on Remuneration (excluding the Directors' Remuneration Policy) as set out on pages 77 to 84 of the Annual Report and Accounts for the year ended 31 December 2020.

Resolution 3

To approve the Directors' Remuneration Policy as set out on pages 85 to 92 of the Annual Report and Accounts for the year ended 31 December 2020, to take effect immediately upon the conclusion of the Annual General Meeting.

Resolution 4

To declare a final dividend on the Company's Ordinary Shares of 10.00 pence per Ordinary Share.

Resolution 5

To elect Mark Clare as a Director of the Company.

Resolution 6

To re-elect Ken Hanna as a Director of the Company to serve for such period as the Board shall determine, such period to expire no later than 31 December 2021.

Resolution 7

To re-elect Chris Weston as a Director of the Company.

Resolution 8

To re-elect Heath Drewett as a Director of the Company.

Resolution 9

To re-elect Dame Nicola Brewer as a Director of the Company.

Resolution 10

To re-elect Barbara Jeremiah as a Director of the Company.

Resolution 11

To re-elect Uwe Krueger as a Director of the Company.

Resolution 12

To re-elect Sarah Kuijlaars as a Director of the Company.

Resolution 13

To re-elect Ian Marchant as a Director of the Company.

Resolution 14

To re-elect Miles Roberts as a Director of the Company.

Resolution 15

To re-appoint KPMG LLP 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 of Directors of the Company to determine the remuneration of the Company's auditor.

Resolution 17

That the Board of Directors of the Company (the "Board") be and 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 £4,126,149, such authority to expire on the earlier of 30 June 2022 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 shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Board may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 18

That the rules of the Aggreko Restricted Stock Plan (the "RSP") referred to on page 9, and the principal terms of which are summarised in Appendix 2 to this Notice of Annual General Meeting dated 18 March 2021, and produced in draft to this Meeting and, for the purposes of identification, initialled by the Chairman, be approved and adopted and the Directors be authorised to:

(a) do all such acts and things as they may consider appropriate to implement the RSP; and
(b) establish further plans or schedules to the RSP based on the RSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans and schedules are treated as counting against the limits on individual or overall participation in the RSP.

SPECIAL RESOLUTIONS

Resolution 19

That, with effect from the conclusion of the Meeting, the Articles of Association produced to the Meeting and, for the purposes of identification, initialled by the Chairman, be adopted as the Articles of Association of the Company in substitution for and to the exclusion of the Company's existing Articles of Association.

Resolution 20

That, if Resolution 17 is passed, the Board be and is hereby generally empowered, pursuant to sections 570 and 573 of 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 and/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:

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Notice of Annual General Meeting
Noes to the Notice of Annual General Meeting
Explanatory notes to the Resolutions
Appendix
1022

(a) in connection with or pursuant to a rights issue, open offer or other pre-emptive offer in favour of holders of Ordinary Shares ("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 subparagraph (a) above, up to an aggregate nominal amount of £618,922,

provided that this power shall (unless previously renewed or revoked) expire on the earlier of 30 June 2022 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 (and/or treasury shares to be sold) after such expiry and the Board may allot equity securities (and/or sell treasury shares) in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Resolution 21

That, if Resolution 17 is passed, in addition to any power granted pursuant to Resolution 20, the Board be and is hereby generally empowered pursuant to sections 570 and 573 of 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) for cash pursuant to any authority for the time being in force under section 551 of the Act and/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:

(a) be limited to the allotment of equity securities and the sale of treasury shares for cash up to an aggregate nominal amount of £618,922; and

(b) be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such power to expire on the earlier of 30 June 2022 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 (and/or treasury shares to be sold) after such expiry and the Board may allot equity securities (and/or sell treasury shares) in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Resolution 22

That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of 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 25,612,820;

(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

(c) the minimum price which may be paid for any Ordinary Share is its nominal value (in each case exclusive of associated expenses),

provided that the authority hereby conferred shall expire on the earlier of 30 June 2022 or at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, save that 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 23

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

Simon Thomson

Group Legal Director & Company Secretary

18 March 2021

Registered office

Aggreko plc

8th Floor

120 Bothwell Street

Glasgow G2 7JS

Scotland, United Kingdom

Registered in Scotland

Number: SC177553

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Notes to the Notice of Annual General Meeting

1 Attending the Annual General Meeting

In light of the current COVID-19 legislation and public health guidance issued by the UK and Scottish governments, restricting, amongst other things, public gatherings and travel, and in order to protect the wellbeing of our people and our shareholders, the Company's 2021 AGM will be held as a closed meeting. Accordingly, save for the Chairman of the Meeting and such other persons as the Chairman of the Meeting may decide should be admitted for the purposes of forming a quorum, shareholder attendance in person at the AGM will not currently be permitted. If these arrangements change, the Company will notify members as soon as reasonably practicable via a Regulatory Information Service, on the 'AGM Information' page of our website at www.plc.aggreko.com and, if applicable, in accordance with the Company's articles of association. As the COVID-19 situation continues to develop, the Board encourages shareholders to monitor the Company's website and regulatory news services for any updates in relation to the 2021 AGM.

2 Appointment of proxies

Members are entitled to appoint one or more proxies (who need not be a member of the Company) to exercise all or any of their rights to attend, speak and vote at the Annual General Meeting. In light of the COVID-19 situation, we strongly encourage all shareholders to exercise their vote by appointing the Chairman of the Meeting (rather than a named person) as their proxy and providing voting instructions in advance of the Annual General Meeting. To be validly appointed a proxy must be appointed (and relevant voting instruction cast) using the procedures set out in these Notes and in the notes to the accompanying form of proxy no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that Meeting.

Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different share(s) held by that member. 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, Link Group, on +44 (0)371 664 0300*. Calls are charged at the standard geographic rate and will vary by provider.

However, please note the restrictions on attendance at the Annual General Meeting outlined above; as such, we strongly encourage shareholders to appoint the Chairman of the Meeting (rather than a named person) as their proxy (whether in respect of a single appointment covering their entire shareholding in the Company or as multiple appointments split amongst that member's shareholding in the Company) to ensure your votes are counted.

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.

In usual circumstances, the appointment of a proxy would not prevent a member from attending the Annual General Meeting and voting in person if they wished. However, as highlighted above, in light of the COVID-19 situation, members will not currently be permitted to attend the Annual General Meeting in person. Instead, shareholders are strongly encouraged to appoint the Chairman of the Meeting as their proxy and to submit voting instructions in advance of the AGM.

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.

3 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. If for any reason a member does not have this information, they should contact the Registrar on +44 (0)371 664 0300*.

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.

4 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 to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL or by email at [email protected] 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 Link Group, the Registrar, on +44 (0)371 664 0300*.

5 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 their 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.

• Lines are open from 9:00am to 5:30pm Monday to Friday (excluding public holidays in England and Wales), calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.

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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.

6 Appointment of a proxy through Proxymity

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting (or any adjournment of that Meeting) in order to be considered valid.

Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy on this platform.

Proxymity will then contract with your underlying institutional account holder directly to accept their vote instructions through the platform.

7 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).

8 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). Please, however, note the restrictions on attendance at the Annual General Meeting in light of the ongoing COVID-19 situation.

9 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 by close of business on Tuesday 20 April 2021 (or, if the Annual General Meeting is adjourned, by close of business 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.

Please, however, note the restrictions on attendance at the Annual General Meeting in light of the ongoing COVID-19 situation. In light of these restrictions, attendance in person and live voting will not be permitted (but members will be able to follow the AGM proceedings via the webcast and cast their votes in advance by proxy).

10 Voting by way of a poll

Voting on all Resolutions tabled for consideration before the Meeting will be conducted by way of a poll rather than a show of hands. As a result of the COVID-19 situation, members will currently only be able to vote on the business of the Meeting by proxy in advance. As such, this method of voting is more transparent, as member votes will be counted according to the number of shares held (and corresponding votes cast in respect of those shares). The results and details of the voting at the Meeting (including the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each Resolution) will be announced on the 'AGM Information' page of the Company's website at www.plc.aggreko.com and notified via a Regulatory News Service.

11 Nominated persons

Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between them and the member by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. Please, however, note the restrictions on attendance at the Annual General Meeting in light of the ongoing COVID-19 situation. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

12 Website giving information regarding the Annual General Meeting

Information regarding the Annual General Meeting, including information required by section 311A of the Act, and a copy of this Notice of Annual General Meeting is available on the 'AGM Information' page of the Company's website at www.plc.aggreko.com.

13 Statements relating to audit or auditor of the company

Members should note that, pursuant to requests made by members of the Company under section 527 of the 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 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 Act. Where the Company is required to place a statement on a website under section 527 of the 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 Act to publish on a website.

14 Voting rights

As at 1 March 2021 (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital consisted of 256,128,201 Ordinary Shares of 4½ p.p. pence each, carrying one vote each; 188,251,587 Deferred Shares of 9½ p. pence each, 18,352,057,648 Deferred Shares of ½ p. pence each, 182,700,915 Deferred Shares of 6½ p. pence each and 573,643,383,325 Deferred Shares of ½ p. pence each. The deferred share classes do not carry voting rights in any circumstances. In addition, the Company did not hold any shares in treasury. Therefore, the total voting rights in the Company as at 1 March 2021 were 256,128,201 votes.

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Notes to the Notice of Annual General Meeting
continued

15 Notification of shareholdings

Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chairman of the Meeting as their proxy will need to ensure that both they, and their proxy, comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.

16 Further questions and communication

Under section 319A of the 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.

Shareholder engagement is very important to the Board and the Company as a whole. Although members will not currently be able to attend the AGM in person this year, shareholders wishing to raise questions relating to the business of the AGM should contact Aggreko's Investor Relations team at [email protected] no later than 8.30 a.m. on 20 April 2021. Members will also be able to submit questions during the AGM via the webcast. The Chairman will endeavour to answer all appropriate questions during the webcast of the AGM, to the extent possible in the time allocated for the Meeting. The Company will publish an appropriate summary of responses on the 'AGM Information' page of its website as soon as reasonably practicable after the AGM.

Members who have administrative queries about the Annual General Meeting should contact the Company Secretary by writing to Aggreko plc, 120 Bothwell Street, Glasgow G2 7JS or by email to [email protected] no later than 12.30pm on 21 April 2021.

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.

17 Data processing

The Company may process personal data of attendees at the Meeting. Given the arrangements for the 2021 AGM, this may include personal data of those who follow the webcast of the AGM. Any such personal data shall be processed by the Company in accordance with its privacy policy, which can be found at https://www.aggreko.com/en-gb/privacy.

18 Documents available for inspection

The following documents will be available for inspection at the registered office of the Company and at Slaughter and May, One Bunhill Row, London EC1Y 8YY ('Slaughter and May'), in each case during normal business hours on any weekday (Saturdays, Sundays and public holidays in England and Scotland excepted) from the date of this Notice until the conclusion of the Annual General Meeting:

(a) copies of the service contracts of the Company's Executive Directors;
(b) copies of the letters of appointment of the Company's Non-executive Directors;
(c) a copy of the proposed new Articles of Association of the Company (including a copy marked to show proposed changes to the Company's existing Articles of Association); and
(d) a copy of the draft rules of the Aggreko Restricted Stock Plan referred to in Resolution 18.

In light of the ongoing COVID-19 situation, physical inspection of the above-mentioned documents by visiting the Company's registered office or at Slaughter and May may not be permitted; instead, if you wish to review any of these documents, please email [email protected] to request a copy. Responses will be provided during normal working hours, Monday to Friday (excluding public holidays in any part of the UK).

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Explanatory notes to the Resolutions

The following explanatory notes provide an explanation of the Resolutions to be considered at the Annual General Meeting.

Resolutions 1 to 18 (inclusive) 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 relevant Resolution. Resolutions 19 to 23 (inclusive) 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 relevant Resolution.

Annual Report and Accounts (Resolution 1)

As required by the Act, this Resolution deals with the receipt and adoption of the accounts for the financial year ended 31 December 2020 and the associated reports of the Directors and Auditors.

Annual Statement and Annual Report on Remuneration (Resolution 2)

Resolution 2 seeks approval of the Annual Statement by the Remuneration Committee Chair set out on pages 68 to 76 and the Annual Report on Remuneration set out on pages 77 to 84 of the Annual Report and Accounts for the year ended 31 December 2020.

We are required by law to seek shareholders' approval for the Annual Statement and Annual Report on Remuneration on an annual basis. The current Directors' Remuneration Policy was approved by shareholders at the 2018 Annual General Meeting, and the Annual Report on Remuneration sets out the Company's policy applied to Directors' remuneration in 2020. The full Directors' remuneration policy is available on www.plc.aggreko.com.

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.

Directors' Remuneration Policy (Resolution 3)

As required by the Act, Resolution 3 seeks approval, on a binding basis, of a new Directors' Remuneration Policy set out on pages 85 to 92 of the Annual Report and Accounts for the year ended 31 December 2020. If Resolution 3 is approved, the new Directors' Remuneration Policy will remain in effect (unless altered by shareholder vote) for three years commencing from the date of the 2021 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 unless that payment is consistent with the Directors' Remuneration Policy or has otherwise been approved by a resolution of the shareholders of the Company.

Final dividend (Resolution 4)

Consistent with the Company's Articles of Association, shareholders are being asked to approve a final dividend of 10.00 pence per Ordinary Share for the year ended 31 December 2020. If shareholders approve the recommended final dividend, it will be paid on 20 May 2021 to all Ordinary Shareholders who are on the register of members on 23 April 2021.

Election and re-election of Directors (Resolutions 5 to 14)

Resolution 5 refers to the newly appointed Director standing for election and Resolutions 6 to 14 refer to the Directors standing for re-election in line with the UK Corporate Governance Code, which states that all directors of FTSE 350 companies should be subject to annual election by shareholders.

Although the Company previously announced that Ken Hanna would step down as Chairman and as a Non-executive Director of the Company at the conclusion of the 2021 AGM, the Board considers it in the best interests of the Company and its shareholders as a whole for Ken Hanna to continue to serve as Chairman and as a Non-Executive Director for an interim period (such period to expire no later than 31 December 2021) in order to provide continuity of leadership for the Company and the Board during the period to complete the recommended offer for the Company announced on 5 March 2021 (the "Acquisition").

We are therefore seeking the re-election of Ken Hanna as a Director of the Company to serve for such period as the Board shall determine but in any event not beyond 31 December 2021. Ken Hanna and the Board intend that, on or as soon as reasonably practicable following the earlier of the completion or termination of the Acquisition (or any subsequent offer that may be made), but in any event no later than 31 December 2021, Ken Hanna will step down as Chairman and as a Non-executive Director of the Company.

Biographical details for each of the Directors seeking election and re-election are set out in Appendix 1 of this document and are also available to view online at www.plc.aggreko.com. The Board confirms that, following a formal performance evaluation, each of the Directors standing for election or re-election continues to perform effectively, demonstrates commitment to their role, and has the capacity to discharge their responsibilities fully, given their existing time commitments to other organisations. Therefore, the Board unanimously recommends the election and re-election of the Directors proposed.

External auditor (Resolutions 15 and 16)

As required by the Act, these ordinary Resolutions deal with the re-appointment of KPMG LLP as auditor of the Company and the authorisation of the Audit Committee to determine their remuneration.

Authority to allot shares (Resolution 17)

In line with last year, this Resolution will authorise the Directors to allot Ordinary Shares up to an aggregate nominal value of £4,126,149 (representing 85,376,067 Ordinary Shares of 420/100 pence each). This amount represents approximately one-third of the issued Ordinary Share capital of the Company as at 1 March 2021, being the latest practicable date prior to the publication of this circular. Shareholder approval is sought for this Resolution as required by the Act.

As at 1 March 2021, the Company held no shares in treasury and there were no warrants over Ordinary Shares. The authority sought under this Resolution will expire on the earlier of 30 June 2022 (the latest date by which the Company must hold an Annual General Meeting in 2022) or the conclusion of the Annual General Meeting of the Company to be held in 2022.

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 in circumstances where they do not consider it appropriate to satisfy awards vesting using market purchase.

Restricted Stock Plan (Resolution 18)

Following a thorough review of the Executive Directors' remuneration arrangements by the Remuneration Committee, we are proposing to introduce the Aggreko Restricted Stock Plan (the "RSP"), a summary of which is set out in Appendix 2 of this document. Further detail on the background to, and the reasons for, the proposal to seek shareholder approval for the RSP are included on pages 69, 73 and 87 of the Annual Report and Accounts for the year ended 31 December 2020. As required by the Listing Rules, we also are asking for separate approval of the new RSP under this Resolution.

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Explanatory notes to the Resolutions
continued

Amendment of Articles of Association (Resolution 19)

In light of the impact of the COVID-19 pandemic, many listed companies are seeking to adopt updated articles of association which, among other things, provide increased flexibility in holding and conducting shareholder meetings. The Directors have reviewed the Company's current Articles of Association and consider it prudent to update them to: (i) allow for "hybrid" or "satellite" (but not exclusively electronic) general meetings of shareholders (see further detail below); and (ii) provide the Board with flexibility to make changes to the arrangements of general meetings in limited circumstances (see further detail below).

"Hybrid" or "satellite" general meetings: The proposed amendments will allow the Company to hold "hybrid" or "satellite" general meetings (including annual general meetings) in such a way that enables members to attend and participate in the business of the meeting by attending a physical location in person or virtually by means of an electronic facility. Voting at hybrid meetings will, by default, be decided on a poll. This is in line with market practice and is consistent with the views of institutional shareholder bodies. In line with the views expressed by the Investment Association and Institutional Shareholder Services, the proposed changes will not permit meetings to be held exclusively on an electronic basis, so a physical meeting will still be required.

Flexibility to change arrangements of general meetings: The proposed amendments will give the Board additional flexibility to: (a) make changes to general meeting arrangements (including postponing, adjourning and/or the involvement of electronic facilities for participation) if it is considered impractical or unreasonable to hold a general meeting as originally planned; and (b) make changes to general meeting arrangements or introduce appropriate restrictions if necessary for the proper and orderly conduct of the meeting and/or the health and safety of the attendees.

Disapplication of statutory pre-emption rights (Resolutions 20 and 21)

Resolution 20 will be proposed as a special resolution and will authorise the Directors to disapply the statutory pre-emption rights of shareholders on allotment of equity securities for cash up to an aggregate nominal value of £618,922 (representing 12,806,410 Ordinary Shares of 42/1000 pence each), being approximately 5% of the issued Ordinary Share capital of the Company as at 1 March 2021, being the latest practicable date prior to the publication of this document. This Resolution also disapplies statutory pre-emption rights to the extent necessary to facilitate rights issues.

Resolution 21 will also be proposed as a special resolution and will authorise the Directors to allot a further 5% of the issued Ordinary Share capital of the Company (being 12,806,410 Ordinary Shares of 42/1000 pence each and comprising an aggregate nominal value of £618,922) otherwise than in connection with a pre-emptive offer to existing shareholders for the purpose of financing a transaction (or refinancing within six months of the transaction) which the Directors determine to be an acquisition or other capital investment contemplated by the Pre-Emption Group's revised Statement of Principles, published on 12 March 2015 (the "PEG Principles"), being the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This additional disapplication authority is in line with the PEG Principles, and provides the Company with greater flexibility by allowing the Company to allot shares with a nominal value of £618,922 (representing 5% of the issued Ordinary Share capital of the Company as at 1 March 2021) for cash pursuant to this authority where that allotment is in connection with a transaction that the Directors determine to be an acquisition or specified capital investment (as described in the PEG Principles) which is announced at the same time as the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of that allotment.

In line with the PEG Principles, the Board does not intend to allot shares for cash on a non-pre-emptive basis above 7.5% of the total issued Ordinary Share capital of the Company over a rolling three-year period without consulting shareholders first.

Shareholder approval is sought for these Resolutions as required under the Act. The authority under these Resolutions will expire at the conclusion of the Annual General Meeting to be held in 2022 or on 30 June 2022, whichever is the earlier. The Directors intend to seek renewal of this power at subsequent Annual General Meetings.

Purchase of own shares (Resolution 22)

The Directors recommend that shareholders renew the authority of the Company to purchase its own Ordinary Shares. Accordingly, this Resolution will be proposed as a special resolution seeking authority to make such purchases in the market.

The Directors have no present intention to use this authority but consider it prudent for the general authority to be available to provide additional flexibility in the management of the Company's capital resources. 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.

This Resolution specifies the maximum number of Ordinary Shares which may be purchased (representing approximately 10% of the Company's issued Ordinary Share capital as at 1 March 2021, being the latest practicable date prior to the publication of this document) and the minimum and maximum prices at which they may be bought. This is in accordance with the requirements of the Listing Rules.

The Directors intend to seek renewal of this power at subsequent Annual General Meetings.

As at 1 March 2021, there were no warrants outstanding and options over 12,989,599 Ordinary Shares in the capital of the Company which represented 5.07% 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 5.64% of the Company's issued Ordinary Share capital.

Notice of general meetings (Resolution 23)

Under the Act, 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 this Resolution 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 this Resolution 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.

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.

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Appendix 1: Director biographies

Ken Hanna
Chairman

Appointed: Non-executive Director in October 2010 and Chairman in April 2012.

Experience: Ken brings international financial and leadership expertise to Aggreko. He possesses knowledge of many different business sectors and is an experienced senior executive and leader, promoting robust debate and a culture of openness in the Boardroom.

Ken is also currently Chairman of Arena Events Group plc, an AIM-listed company, and Chairman of RMD Kwikform, a privately owned engineering services company. Until 2009, Ken spent five years as Chief Financial Officer of Cadbury plc. He has also held positions as Chair of Inchcape plc, Operating Partner for Compass Partners, Group Chief Executive at Dalgety plc, Group Finance Director of United Distillers plc and Group Finance Director of Avis Europe plc. He is also a fellow of the Institute of Chartered Accountants.

Mark Clare
Independent Non-executive Director and Chair Designate

Appointed: October 2020.

Experience: Mark has extensive plc experience in the energy, utility and construction sectors. He is currently the Chairman of Grainger plc; the Senior Independent Director at United Utilities Group plc; and Non-executive Director at Premier Marinas Holdings Ltd.

Previously, Mark was the Senior Independent Director at Ladbroke's Coral Group plc from 2016 until 2018; and Non-executive Director and Audit Committee Chair at BAA plc from 2001 until 2006.

Mark's executive career included being Chief Executive for Barratt Developments plc from 2006 until 2015; Managing Director of Centrica's retail subsidiary British Gas from 2002 to 2006; and CFO of Centrica plc from 1997 to 2002. He also served as a trustee of the Energy Savings Trust, the Green Building Council and BRE. Mark is a qualified accountant and held a number of senior finance roles earlier in his career including at Nortel, STC and GEC-Marconi.

Uwe Krueger
Senior Independent Director

Appointed: Non-executive Director in February 2015 and Senior Independent Director in April 2018.

Experience: Uwe brings expertise in the engineering, services and renewable energy sectors. He is a physicist with a PhD and an honorary professorship from the University of Frankfurt and an honorary PhD from Heriot-Watt University. Most of his career has been spent leading engineering and consulting organisations.

Uwe is currently Senior Managing Director, Head of Industrials/Business Services/Energy & Resources and Head of EMEA for Temasek. He also sits on the Board of Gategroup AG and lectures at the University of Frankfurt on renewable energy. Before joining Temasek, Uwe was Chief Executive Officer of WS Atkins plc and his past roles include Chief Executive Officer of Oerlikon, Senior Advisor at Texas Pacific Group, President of Cleantech Switzerland, and various senior leadership positions at Hochtief AG.

Chris Weston
Chief Executive Officer

Appointed: January 2015.

Experience: Chris has experience at a senior level in the energy industry, proven leadership skills in a large international business and has consistently succeeded in driving performance and growth in his career.

Chris also holds Non-executive Director positions with Barratt Developments plc and the Royal Navy. Prior to his appointment as CEO in January 2015, Chris was Managing Director, International Downstream at Centrica plc, where he was the Executive Director responsible for the Group's largest division. In this role, Chris was operationally responsible for both British Gas in the UK and Direct Energy in the USA. He joined Centrica in 2001 after a successful career in the telecoms industry, working for both Cable & Wireless and One.Tel. Before that, Chris served in the Royal Artillery. He has a BSc in Applied Science, as well as an MBA and PhD from Imperial College London.

Heath Drewett
Chief Financial Officer

Appointed: January 2018.

Experience: Heath is an experienced CFO and proven leader with experience in the engineering, leisure, transportation and industrial sectors. He has 30 years of experience within various finance, corporate finance, business performance, financial and strategic planning roles. He has extensive international experience in both M&A and corporate development activities.

Prior to his appointment at Aggreko, Heath was Group Finance Director for eight years at WS Atkins plc where, following the acquisition of WS Atkins by SNC-Lavalin, he was appointed President, with responsibility for its global engineering, design, project and programme management business. Before that, Heath worked at British Airways plc within corporate strategy, business planning and finance. Heath is a chartered accountant, having trained at PwC, with an MA in Mathematics from Cambridge University.

Dame Nicola Brewer
Independent Non-executive Director

Appointed: Non-executive Director in February 2016 and Chair of the Ethics & Corporate Responsibility Committee in January 2019.

Experience: Nicola brings extensive geopolitical and diplomatic experience to Aggreko, having worked in many of the developing regions in which we operate.

She is also a Non-executive Director on the boards of Iberdrola SA and London First, and is a trustee of Prince Harry's southern African charity, Sentebale. In her previous diplomatic career, she worked in Mexico, India and France, was a member of the Foreign and Commonwealth Office Board from 2004 to 2007, and was High Commissioner to South Africa, Lesotho and Swaziland from 2009 to 2013. As a member of the board of the Department for International Development from 2002 to 2004, she supervised all UK bilateral aid programmes in Africa, Asia, Eastern Europe, the Middle East and Latin America. As Vice Provost at University College London from 2014 to 2020, she was responsible for its first global engagement strategy. She has a PhD in Linguistics from the University of Leeds.

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12

Appendix 1: Director biographies

continued

Barbara Jeremiah

Independent Non-executive Director

Appointed: Non-executive Director in March 2017 and Chair of the Remuneration Committee in April 2018.

Experience: Barbara brings extensive international non-executive experience, largely in the USA and Australia, together with an executive career in the mining, exploration and energy industries.

An experienced Non-executive Director, Barbara is Senior Independent Director for the Weir Group, having recently retired as Non-executive Director and Remuneration Committee Chair of Premier Oil. Previously, Barbara was Chair of Boart Longyear, a US-based company in the minerals drilling sector, and a Non-executive Director for Russel Metals, a metal distribution company based in North America. Until her retirement in 2009, Barbara spent over 30 years in a number of roles in Alcoa Inc, the world leader in the production of aluminium and related products. Her roles in Alcoa included Assistant General Counsel, VP Corporate Development and Executive VP in charge of strategy and M&A. Barbara is an American citizen with a BA in Political Science and is a qualified lawyer.

Sarah Kuijlaars

Independent Non-executive Director

Appointed: October 2019.

Experience: Sarah brings extensive international finance expertise, together with experience in many of our most important markets.

Sarah is currently Chief Financial Officer of De Beers Group, a leading international diamond company with expertise in the exploration, mining and marketing of diamonds. Prior to joining De Beers Group, Sarah was Chief Financial Officer of Arcadis NV, a global design and engineering consultancy with a listing on the Euronext Amsterdam Stock Exchange. During a 25-year career at Royal Dutch Shell plc, Sarah held a number of senior financial leadership roles, in addition and prior to joining Arcadis NV, Sarah was Deputy Chief Financial Officer at Rolls-Royce Holdings plc.

Sarah has a Master's degree in Mathematics from Oxford University, is a Fellow of the Chartered Institute of Management Accountants and an Associate member of Corporate Treasurers.

Miles Roberts

Independent Non-executive Director

Appointed: March 2017.

Experience: Miles brings extensive international business experience both as a Chief Executive and Finance Director. Miles is currently Group Chief Executive of DS Smith Plc, a FTSE 100 international packaging group with operations in nearly 40 countries. Prior to joining DS Smith Plc in 2010, Miles was Group Chief Executive of McBride plc having previously been Group Finance Director.

Prior to this, Miles worked for Costain Group plc and Vivendi UK. He also has Non-executive experience, having served on the Boards of Poundland Group plc as Senior Independent Director and Care UK plc as a Non-executive Director. Miles has a degree in Engineering and is also a chartered accountant.

Ian Marchant

Independent Non-executive Director

Appointed: Non-executive Director in November 2013 and Chair of the Audit Committee in April 2016.

Experience: Ian brings knowledge of the domestic and international energy markets, along with a substantial understanding of associated strategic, financial and regulatory issues. Until his retirement in June 2013, Ian spent 21 years at SSE Plc, most recently as Chief Executive, and prior to that as Finance Director.

Ian is an experienced Non-executive Director, currently serving as Chair of Thames Water Utilities, having recently retired as Chair of John Wood Group Plc. He is also a Member of the Prince's Council of the Duchy of Cornwall and Honorary President of RZSS.

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13
Notice of Annual General Meeting
Noes to the Notice of Annual General Meeting
Explanatory notes to the Resolutions
Appendix
120Z European
Aggreko plc Notice of Annual General Meeting 2012

Appendix 2: Summary of the principal terms of the Aggreko Restricted Stock Plan (the "RSP")

Operation

The Remuneration Committee of the Board of Directors of the Company (the "Committee") will supervise the operation of the Aggreko Restricted Stock Plan (the "RSP").

Eligibility

Any employee (including an Executive Director) of the Company and its subsidiaries will be eligible to participate in the RSP at the discretion of the Committee.

Grant of awards

The Committee may grant an award in one of two forms:

(i) nil or nominal cost options, where a participant can decide when to exercise his/her award over ordinary shares in the Company ("Shares") during a limited period of time after it has vested; or
(ii) a conditional award, where a participant will receive free Shares on the vesting of his/her award.

The Committee may also decide to grant cash-based awards of an equivalent value to share-based awards or to satisfy all or part of share-based awards in cash, although it does not currently intend to do so. This is likely where there are restrictions on the issue of shares or particular circumstances such as where exchange control restrictions in a country do not allow the use of share-based awards.

The Committee may include a condition that awards will lapse in full, subject to any overriding discretion of the Committee, if a corporate event occurs within a specified period from the date of grant.

The Committee may grant awards within six weeks following: (i) the date on which the RSP is approved by shareholders; (ii) the Company's announcement of its results for any period; (iii) an annual general meeting of the Company; or (iv) the lifting of restrictions on dealing in Shares that prevented grant of awards under (i) or (ii). The Committee may also grant awards at any other time when the Committee considers there are sufficiently exceptional circumstances which justify the granting of awards.

An award may not be granted more than 10 years after shareholder approval of the RSP. No payment is required for the grant of an award. Awards are not transferable, except on death. Awards are not pensionable.

Individual limit

An Executive Director may not receive awards in any financial year over Shares having a market value in excess of 125% of his annual base salary (using up to a 5 day average share price as at the time of grant) in that financial year.

Overall limits

The RSP may operate over new issue Shares, treasury Shares (i.e. Shares held by the Company in treasury) or Shares purchased in the market.

In any 10 calendar year period, the Company may not issue (or grant rights to issue) more than:

(a) 10% of the issued ordinary share capital of the Company under the RSP and any other employee share plan adopted by the Company; and
(b) 5% of the issued ordinary share capital of the Company under the RSP and any other executive share plan adopted by the Company.

Treasury Shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they need not count.

Vesting of awards

The vesting of awards granted under the RSP will be subject to continued employment with the Company's group for a specified period.

The vesting of awards under the RSP will not be automatic and, at the end of the vesting period the Committee will consider in a disciplined way whether it is appropriate for the award to vest fully. The purpose of restricted share awards is to reduce the size of awards in return for greater certainty of payment.

The Committee may make vesting of awards subject to its assessment of one or more "underpins" set at the time of grant. The Committee retains the discretion to reduce an award in whole or in part based on its assessment of the underpins (and its broader assessment of the performance of the Company and the experience of its shareholders and other key stakeholders).

Any awards granted to an Executive Director will be subject to:

(i) vesting in three equal tranches on the 3rd, 4th and 5th anniversaries of grant (and subject to the holding period, outlined below); and
(ii) the Committee's consideration of one or more underpin conditions assessed at the end of the vesting period.

It is intended that initial awards to the Executive Directors will be subject a 'negative performance underpin', to ensure that a minimum level of performance is achieved before an award vests. The default assumption will be that awards will vest, unless these measures have fallen below the standards anticipated by the Committee. The Board considers this an appropriate protection to ensure that our Executive Directors do not receive payment for failure.

Once vested, awards granted as nil (or nominal cost) options are then normally exercisable up until the tenth anniversary of grant unless they lapse earlier.

The Committee may also vary an underpin condition applying to existing awards if an event has occurred which causes the Committee to consider (acting fairly and reasonably) that it would be appropriate to amend the underpin condition, provided the Committee considers the varied underpin is not, in its opinion, materially less difficult to satisfy but for the event in question.

Holding periods

Unless the Committee determines otherwise, the Company's Executive Directors will normally be required to retain any Shares acquired on the vesting or exercise of an award (less a number of shares that have an aggregate market value on vesting or, in the case of an option, exercise equal to the tax liability due on vesting or exercise) until the fifth anniversary of the date of grant of that award.

The relevant holding period will end early on or shortly prior to: (a) the occurrence of a takeover or winding-up of the Company (excluding an internal reorganisation where awards are exchanged for replacement awards, in which circumstances the holding period shall apply to the replacement securities); (b) the death of a participant; or (c) in exceptional circumstances, on such other date determined by the Committee, in its discretion.

Participants in the RSP who are subject to a holding period shall not be restricted or prevented during the relevant holding period from taking up any shareholder rights that they may have in relation to the Shares subject to the holding period.

The terms and basis upon which Shares must be held during the holding period shall be determined by the Committee from time to time; in particular, the Committee may, for example, permit Shares to be held by the Director's spouse or civil partner, in a family benefit trust established by the Director, or in an independent savings account or personal pension plan, provided that the Committee is satisfied that the Shares will remain restricted during the relevant holding period.

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14
Aggreko plc Notice of Annual General Meeting 2021

Appendix 2: Summary of the principal terms of the Aggreko Restricted Stock Plan (the "RSP")

continued

Dividend equivalents

The Committee may decide prior to the grant date of an award that a participant will be entitled to receive a payment in Shares (or, in exceptional cases, cash), on or shortly following vesting of his conditional share award or exercise of his option, of an amount equivalent to the dividends that would have been paid on the Shares vested under the award between the grant date and the date of vesting (or where the award is granted as an option, including any part of the holding period before exercise of the option). Any such amount shall assume reinvestment in Shares on the relevant ex-dividend dates.

Leaving employment

An award will lapse upon a participant ceasing to hold employment or be a Director within the Company's group unless the participant leaves as a 'good leaver' (see below).

A participant will be treated as a good leaver if he ceases to be an employee or a Director by reason of his death, injury, ill-health, disability, retirement (at least 3 years after first becoming a Group employee), redundancy, his employing company or the business for which he works being sold or transferred out of the Company's group or in other circumstances at the discretion of the Committee.

If a participant is a good leaver, then his award will vest when it would have vested if he had not ceased such employment or office. The extent to which an award will vest in these situations will depend upon two factors: (i) the extent to which the underpin conditions have been satisfied over the original vesting period; and (ii) the pro-rating of the award to reflect the reduced period of time between its grant and the date of cessation relative to the original vesting period (applicable to the award or tranche of the award, as relevant). The Committee can decide not to pro-rate an award (or to vary the time pro rata reduction) if it regards it as appropriate to do so in the particular circumstances.

If a participant ceases to be an employee or Director in the Company's group for one of the good leaver reasons specified above, the Committee can decide that his award will vest when he leaves (or at a later date specified by the Committee), in which case awards would normally be subject to the underpin conditions as measured over the shorter period to the date of cessation of employment and time pro-rating as outlined above.

Where a participant leaves the Company's employment and his award is subject to a holding period, the holding period will continue to apply to the award and/or vested Shares (except where the Committee determines otherwise, in exceptional circumstances).

Corporate events

In the event of a takeover or winding-up of the Company (not being an internal corporate reorganisation, reconstruction or merger) (a "Corporate Event"), all awards may vest early subject to: (i) the extent that any underpin conditions (and any other additional conditions) have been satisfied at that time or, in the opinion of the Committee, would have been satisfied were it not for the occurrence of the relevant Corporate Event; and (ii) the pro-rating of the awards to reflect the reduced period of time between their grant and vesting relative to the normal vesting period (applicable to the award or tranche of the award, as relevant). The Committee can decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances.

In the event of an internal corporate reorganisation, reconstruction or merger, awards may be replaced by equivalent new awards over shares in a new holding company unless the Committee decides that awards should vest on the basis which would apply in the case of a takeover (as described above).

If a demerger, special dividend or other similar event is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may decide that awards will vest on the basis which would apply in the case of a takeover (as described above).

Malus and clawback

The RSP includes provisions under which the Committee may, in its discretion, reduce the number of Shares held under an award before it vests (known as 'malus') and/or seek to recover some or all of any overpayment of shares or cash made in the period until the sixth anniversary of the date of grant of an award (known as 'clawback').

The Committee (as constituted immediately prior to the relevant event in the case of an insolvency or change of control) may choose to exercise this power in the following circumstances:

• a material misstatement of the Company's results;
• an error is made in any calculation or assessment in relation to an award;
• misconduct on behalf of a participant;
• any circumstances that potentially have a significant impact upon the reputation of the Group; or
• the Company becomes insolvent.

The Committee may require the satisfaction of clawback in a number of ways, including by way of a reduction in the vesting, or size of, any other award or bonus (including future awards or bonus) and/or a requirement to make a cash payment.

Participants' rights

Awards will not confer any shareholder rights until the awards have vested or the options have been exercised (as relevant) and the participants have received their Shares.

Rights attaching to Shares

Any Shares allotted when an award vests or is exercised will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their abatement).

Variation of capital

In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares, the Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award and/or the exercise price payable (if any).

Alterations to the RSP

The Committee may, at any time, amend the RSP or the terms of an award in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of Shares or the transfer of treasury Shares, the basis for determining a participant's entitlement to, and the terms of, the Shares or cash to be acquired and the adjustment of awards.

The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the RSP or an award, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's group. Shareholder approval will also not be required for any amendments to any underpin condition applying to an award.

Overseas sub-plans

The RSP incorporates a schedule for eligible employees who, on the grant date, are employed and resident for tax purposes in France and/or subject to the French social security contributions regime (the 'French Schedule'). Under the French Schedule, eligible employees in France may be granted awards that are intended to comply with the provisions of Sections L. 225-197-1 to L. 225-197-S and Sections L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended, i.e. conditional awards where a participant will receive free Shares on the vesting of his/her award, and to which certain tax advantages may be available in France. Awards granted under the French Schedule are subject to materially the same rules and conditions as the RSP except where amendments are required to comply with the French legislation. For example, any Shares made available under the French Schedule will count against the limits on individual and overall participation in the RSP.

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Aggrko plc Notice of Annual General Meeting
Notes to the Notice of Annual General Meeting
Explanatory notes to the Resolutions
1202 Business Review Journal

Also, in the event of a death of a French participant, his/her heirs will be entitled to request that the number of shares corresponding to the unvested Awards at the date of death be delivered to them, provided that such request is made within six months following the date of death.

The RSP also incorporates a separate schedule for employees who are residents of the State of California on the date of grant of an Award (the 'CA Schedule'). The CA Schedule is required to comply with the requirements of Section 25102(o) of the California Corporate Securities Law of 1968, as amended, and the regulations issued thereunder by the California Commissioner of Corporations. Awards issued to employees under the CA Schedule will be granted subject to the same limits and on substantially the same terms as those applying to awards granted under the main body of the RSP.

The shareholder resolution to approve the RSP will also allow the Board to establish further plans and/or schedules to the RSP for other overseas territories, any such plan and/or schedule to be similar to the RSP, but modified to take account of local tax, exchange control or securities laws, provided that any Shares made available under such further plans are treated as counting against the limits on individual and overall participation in the RSP.

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aggreko

Registered office
Aggreko plc
8th Floor
120 Bothwell Street
Glasgow G2 7JS
Scotland
United Kingdom
Registered in Scotland
Number: SC177553