Remuneration Report

Introduction by Russell King, Remuneration Committee Chairman

On behalf of the Remuneration Committee, I am pleased to present the Directors' report on remuneration for 2011.

Despite the significant challenges faced by many companies over the last three years, Aggreko has continued its strong financial performance, growing its Diluted Earnings per Share (D-EPS) by over 90% and its share price by 350% over the period. This performance demonstrates the continued strength of our business, the commitment and hard work of our employees, and the effective leadership of our executive team.

The Remuneration Committee has endeavoured to ensure that remuneration across the Group continues to be aligned with our Remuneration Policy. In particular, that pay is fair and helps drive growth in profits and shareholder value over both the short- and longer-term. This is consistent with the principle of ensuring executive pay is appropriately aligned with performance which is at the heart of the UK Government's announcement in January 2012 on Executive Director remuneration. We believe that executive remuneration decisions for 2011 reflect the executive team's success in achieving growth. Below, I summarise the key remuneration-related decisions/outcomes during 2011.

Annual salary review

Following a review of market positioning of remuneration, the salary levels of the Chief Executive and Finance Director are at lower quartile when compared to companies of similar size¹. Notwithstanding that, our Remuneration Policy is for base pay to be around the market median and the significant ongoing contribution of our Executive Directors and Aggreko's consistently strong shareholder return, the Committee agreed with the Chief Executive and Finance Director that their salary increases should be below inflation and in line with increases granted more widely across the Group.

Review of pay to perform

The Committee also undertakes an annual review of pay for performance compared to companies of similar size¹.

Historical three-year average total pay of both the Chief Executive and Finance Director was found to have been around median (relative to what other companies paid over the same period) whilst Aggreko delivered the 3rd highest performance² of the 40 companies in the comparator group.

The Committee also reviewed potential pay outcomes going forward. We looked at the ranking of pay based on each company delivering a commensurate level of performance. On this basis, pay for delivering a median performance would be lower quartile whilst pay for delivering an upper decile performance would be upper quartile.

2008 and 2009 Long-term Incentive Programme (LTIP) awards

In 2008, to drive truly exceptional long-term performance, shareholders approved an enhancement to the LTIP. This provides for the number of shares awarded to be increased by between 1.3 and 2 times if the real compound annual growth in D-EPS over the three-year performance measurement period is between 13% and 20%. Annual awards have subsequently been made under this enhanced LTIP.

2011 was the first year in which we assessed performance for a completed cycle of the enhanced LTIP. Over the three-year performance period of the 2008 LTIP, real compound annual growth in D-EPS exceeded 35% and the Return on Capital Employed-based targets were exceeded. Accordingly, these awards vested in full and the maximum 2 times multiple applied to the share awards.

The Committee has reviewed performance against the targets for the 2009 award which indicates the same maximum vesting outcome, with real compound annual growth in D-EPS over the three-year performance period exceeding 23%. In accordance with the terms of the LTIP, this award first becomes exercisable in April 2012.

In reviewing the Company's underlying performance for both the 2008 and 2009 LTIP awards, the Committee noted that year-on-year financial performance had been consistently strong. In addition, share price growth over the 2008 and 2009 performance cycles was also significant, being 178% and 350% respectively.

Pension benefit provision

The Committee responded to the change in taxation of UK pensions by allowing Executive Directors the option to take a cash supplement in lieu of pension benefit. This change has been implemented on a cost-neutral basis for the Company, i.e. broadly equivalent to a best estimate of the cost-saving to the Company of no longer providing the pension benefit.

Over the coming year, the Committee will continue to review the Company's remuneration practices to ensure that they continue to help attract, retain and motivate talent we need, enabling further growth in value for Aggreko's shareholders. The following report provides further detail of our current remuneration arrangements and outcomes for 2011. The report will be put to the shareholder vote at our AGM in April 2012 and we look forward to hearing your views and receiving your support.

Background

The Remuneration Report is one of the most keenly-studied parts of our Annual Report; we take the view that the processes around setting pay and performance are an important part of a Board's work, and shareholders will make judgements about the quality of governance of the Company as a whole when they read the Remuneration Report. We have therefore made an effort to make this report readable and clear, which is quite a hard task given the very considerable amount of regulation that, entirely appropriately, applies to this section.

First, the Directors confirm that we abide by all the rules. Specifically, the Company has complied with the Principles and underlying Provisions relating to Directors' remuneration of The UK Corporate Governance Code and that this Remuneration Report has been prepared in accordance with the Large & Medium-sized Companies and Groups (Accounts and Report) Regulations 2008. Details of each individual Director's remuneration for 2011 are set out below. Information on Directors' share and share option interests may be found within the Share interests table below.

The auditors are required to report on the 'auditable' part of this report and to state whether, in their opinion, that part of the report has been properly prepared in accordance with the Companies Act 2006 (as amended by the Regulations). The information which has been audited can be viewed in pages to. No other parts of this report have been audited.

Responsibilities and role of the Remuneration Committee

The Committee's principal function is to determine the Company's policy on Board remuneration and to approve the specific remuneration packages for the Executive Directors and the Company Secretary, including their service contracts. The Committee also has responsibility for making a recommendation to the Board in respect of the remuneration of the Chairman. The Committee's remit therefore includes, but is not restricted to, basic salary, benefits in kind, performance related awards, share options and share awards, long-term incentive schemes, pension rights, and any compensation or termination payments.

The full Terms of Reference of the Committee are available on our website at www.aggreko.com/investors/corporategovernance.

Membership of the Committee

The members of the Committee during the year were as follows:

All of the members of the Committee are Independent Non-executive Directors. This is important because it means that the pay of the Executive Directors is set by people who are independent of the Executives, and who can come to sensible judgements as to what is in the interest of shareholders and fair to the Executives. Peter Kennerley is Secretary to the Committee and we consult both the Chairman and the Chief Executive and invite them to attend meetings when appropriate, but no Director is allowed to be present when his own remuneration is discussed. Our principal external advisers during the year were New Bridge Street, who advised on revisions to and administration of the Company's share plans, and Kepler Associates to give advice on pay, benchmarking and other matters related to compensation. Neither New Bridge Street, nor Kepler Associates, provide any other services to the Group.

Financial year 2011 fees for external advisers

Main activities of the Committee during the year

The main focus of the Committee's activity comprises managing the various aspects of the remuneration package of Executive Directors at Aggreko. This package comprises:

• annual salary;
• annual bonus;
• the Company's Long-term Incentive Programme (LTIP);
• pension and life assurance; and
• other benefits, including healthcare and expatriate benefits for Directors seconded away from their home country.

The Committee met four times during 2011; details of members' attendance are set out in the table of attendance in the Coporate Governance section.

The main tasks for the Committee were:

• reviewing and approving the Executive Directors' bonuses for 2010;
• setting targets and rules for Executive Directors' bonuses for 2011;
• reviewing and approving the vesting of the 2008 LTIP awards;
• reviewing and approving the rules and performance criteria for the 2011 LTIP grant;
• deciding on the level of any pay increases in the annual salary review; and
• approving minor amendments to the rules of the LTIP.

Remuneration policy

The Committee has adopted a number of principles which it applies to the way we set, balance and measure the different elements of the remuneration package for Executive Directors. In developing these policies the Committee is mindful of the views of the various bodies which opine on executive pay.

As a general policy, we aim to ensure that our remuneration policy rewards executives for delivering what we see as being their central responsibility, which is to increase the value of the business to shareholders consistently and over a long period of time. To achieve this we have structured the reward package with the following principles in mind:

• We want our Executives, and indeed all our employees, to feel fairly paid, and we do not want them to be easy prey for competitors who are hunting for talent. However, we don't want to waste money by over-paying them. Accordingly, we aim to position our packages so that the fixed element of pay (i.e. salary, pension, and benefits) is around the median of that paid by companies of similar size and complexity.
• As far as the total reward package is concerned, we believe that shareholders support the concept of paying outstanding rewards for outstanding performance. We therefore have designed performance-related schemes that offer executives the opportunity to earn significant rewards if they produce significant increases in shareholder value. Concomitantly, they should not receive performance rewards if performance is mediocre.

More specifically:

• We believe that Executive Directors should be able to earn more from their performance-related pay than from their fixed pay to encourage them to deliver superior performance.

• Within the performance-related pay element, we believe that Executive Directors should be able to earn more from long-term incentives than short-term incentives. The value to executives of delivering consistent growth over a three-year period should be greater than they can earn from their annual bonuses. This means that they are not motivated to deliver short-term gain at the cost of long-term value.

• These charts illustrate the mix of total remuneration for the Chief Executive for pay mix by fair value and pay mix based on maximum outcome. Fair value is an estimate of the long run average expected outcome. Maximum outcome scenario is based on maximum opportunity levels being earned under the Annual Bonus Scheme/LTIP excluding share price growth.

• In terms of target-setting, we believe that we should try as far as we can to use measures which are closely aligned to those which deliver value for shareholders and which are capable of independent verification. We also believe that the targets should give clear 'line-of-sight' for the Executives (i.e. they know what they have to do to earn the money, and as far as possible, what they have to do is under their control); for this reason we prefer absolute, rather than relative measures. The targets set for annual bonuses and the Long-term Incentive Programme at Group level are Diluted Earnings per Share (D-EPS) and Return on Capital Employed (ROCE); both of these are Key Performance Indicators for the Company as described on pages within the Key Performance Indicators section. We believe that if the Executives deliver growing D-EPS, at healthy rates of ROCE, the value of the Company to the shareholders will increase.

• Finally, we believe that there should be alignment in terms of the structure of performance pay schemes between the Executive Directors and the wider senior management team within Aggreko. We think it important that the entire senior management team is working towards the same targets and under the same schemes, and if the Executive Directors are doing well, the management team are doing well. We also take into account the pay and employment conditions of all employees of the Group when reviewing and setting executive remuneration.

These are the general principles of our current policy, which we intend to follow for 2012 and, subject to any changes in circumstances or best practices for future years.

Following these general principles, we set out below a description of how we have applied them to the various elements of remuneration in 2011.

Fixed pay

Annual salary

Annual salaries for Executive Directors are generally reviewed each year by the Committee in June. Salaries are determined by a combination of the individual's contribution to the business and the market rate for the position. We aim to pay the market median for standard performance and pay up to the market upper quartile for upper quartile performance. On occasions it may be necessary to pay above the market median to attract people of the right calibre to meet the needs of the business. In setting annual salaries, as with other elements of remuneration, we have discretion to consider all relevant factors, including performance on environmental, social and governance issues.

The appropriate market rate is the rate in the market place from which the individual is most likely to be recruited. The Company operates in a number of market places throughout the world where remuneration practices and levels differ. This can result in pay and benefit differentials between the Executive Directors.

In arriving at an appropriate market rate, we commission studies from our advisers, who carry out in-depth research on the practices of Aggreko's peer group in the UK to establish accurate benchmarks. The same approach is taken for expatriate and overseas salaries where reference is made to the appropriate data for the geographical location. A table setting out individual salary levels and change in salary is provided below.

Pensions

Pensions are based on current practice in the markets in which we operate and take into account long-term trends in pension provision. Further details on pension provision are set out in the pension entitlements section, but, in summary, Angus Cockburn is a member of the Aggreko plc Pension Scheme, which is a defined-benefit scheme. Messrs Soames, Caplan and Pandya, who joined the company after the Pension Scheme was closed to new entrants, benefit from a defined-contribution scheme. Each of these four Directors now takes a cash payment in lieu of all or part of his current contributions. George Walker also has a defined-contribution scheme, but one which operates under US rules.

Benefits

All the Executive Directors receive health-care benefits and life assurance cover. Rupert Soames and Angus Cockburn receive the benefit of a company-funded car and George Walker receives a car allowance. Kash Pandya, who has been seconded from the UK to Dubai, receives an overseas secondment package which covers the cost of housing in Dubai and use of local facilities, a car allowance, and a contribution to school fees.

Performance-related pay

Annual Bonus Scheme

Generally, the shareholders place great weight on the performance of the Company from year to year, and we therefore think it appropriate to have a significant, but not the greatest, part of the performance pay linked to annual performance. The purpose of the Annual Bonus Scheme is to align Executive Directors with this performance period and to motivate them to meet and beat demanding annual performance targets. The targets for the Annual Bonus Scheme are tied to the Annual Budgets set by the Board and with due regard to external forecasts. Generally, bonuses will start to be earned at performance levels a few percentage points below Budget, increase sharply to Budget, and then increase until they reach capped levels, which will generally be at 10-15% above Budget. Executive Directors with regional management responsibilities (Messrs Pandya, Caplan and Walker) have half of their bonus related to the performance of their region (as measured by trading profit and return on capital employed) and half related to D-EPS. The Chief Executive's and Finance Director's bonuses are measured exclusively against D-EPS. In 2011 the on-budget and maximum bonus earnings for the Executive Directors were:

A table which sets out the 2011 bonus weightings and the actual bonus paid, by individual, is provided within the bonus entitlement for each Director for 2011. An overview of historical targets together with actual performance achieved is also provided within the basic salaries and fees table .

Bonuses are paid following Audit Committee approval of the previous year's trading results, at which point the targets and quanta of bonuses for the current year are set.

Long-term Incentive Programme

The purpose of the Long-term Incentive Programme (LTIP) is to align the interests of shareholders and management in growing the value of the business over the long-term. It does this by granting shares which vest depending on the extent to which the business meets earnings and return on capital targets over a three-year period; the value of the incentive to an executive is also heavily dependent on the level of share-price appreciation over the period, which also helps to align the interest of executive and shareholder. A useful extra feature of the LTIP is that it works as an extremely effective retention tool; the more successful the Company is (and therefore the more attractive our executives are to other companies), the more difficult it becomes for them to lure our people away.

The LTIP was first introduced in 2004, and each year senior executives are invited to join. It consists of two distinct elements: the Performance Share Plan (PSP) and the Co-investment Plan (CIP). In 2011, 122 individuals – about 3% of employees – were invited to join one or both of the Plans. In the last three years, 186 people have participated in the LTIP, of whom 167 are still employees; this represents an attrition rate amongst our most senior managers of about 4% per year, which is a testament to the retention powers of the scheme.

The PSP and CIP are both measured against the performance over three financial years and they share the same performance criteria. These are the real (i.e. inflation-adjusted) compound annual growth rate over the performance period of Diluted Earnings per Share (D-EPS), and Return on Capital Employed (ROCE). This directly aligns both elements of the LTIP with Group strategy and measures performance against what the Board believes are Key Performance Indicators.

The PSP is a nil-cost conditional award of shares, some, all, or none of which vest depending on performance against the targets; the number of shares conditionally awarded is related to the salary of the individual concerned and his or her level within the Company. Since its inception, the largest PSP award has been equivalent to 100% of the recipient's salary, although the rules of the scheme permit higher levels.

The CIP is a co-investment plan, whose purpose it is to encourage executives to buy and hold shares in the Company. Executives can subscribe Aggreko shares up to a value of 30% of their salary each year they are invited to join the CIP; if they hold those shares for three years, they will be entitled to receive a minimum award of one share for every two they subscribed, plus a performance-related award of a further three shares for every two they subscribed.

The performance criteria for the LTIP are set annually; in 2011 they were:

• 75% of the award would be measured against the real (CPI inflation-adjusted) compound annual growth in D-EPS over the three-year performance measurement period in a range of 3% to 10%. No performance shares would be awarded against this element if performance were less than 3% and awards would increase straight-line to the maximum at 10% growth.

• 25% of the award would be measured against the average ROCE over the performance period in a range of 26% to 28%. No performance shares would be awarded against this element if performance were less than 26% and awards will increase straight-line to the maximum at 28% ROCE.

In addition to the above, and to reward truly exceptional performance, the number of shares awarded to participants in the LTIP may be increased by between 1.3 and 2 times if the real compound annual growth in D-EPS over the three-year performance measurement period is in a range of 13% to 20%.

In 2011, Rupert Soames, the Chief Executive, subscribed the maximum number of CIP shares, equivalent to 30% of his salary. He was awarded PSP shares to a value at the date of grant equivalent to 100% of his salary. The other Executive Directors each received PSP awards equivalent to 70% of their salary; Messrs Pandya, Walker, Cockburn and Caplan subscribed shares equivalent to 30% of their salary to the CIP.

The Committee regularly reviews the LTIP design to ensure that it continues to be effective, and during the year approved some minor amendments to reflect current US Inland Revenue Service practice.

Sharesave Plans

The Board believes that Sharesave schemes are valuable in aligning the interests of employees and shareholders, and the Company seeks to make it possible for as many employees as practicable to join the scheme or its various proxies. In 2011, there were 1,283 employees in Aggreko subscribing to Sharesave Plans. The Aggreko Sharesave Plans are normally offered annually to employees and Executive Directors who have at least  hree months' continuous service, and allow a maximum of £250 per month to be saved and converted into Aggreko shares at the end of either two, three, four or five year periods, depending upon local legislation.

Remuneration of Chairman and Non-executive Directors

The Board, within the limits set out in the Articles of Association, determines the remuneration policy and level of fees for the Non-executive Directors. The Remuneration Committee recommends remuneration policy and level of fees for the Chairman to the Board. Remuneration comprises an annual fee for acting as a Chairman or Non-executive Director of the Company. Additional fees are paid to Non-executive Directors in respect of service as Chairman of the Audit and Remuneration Committees and as Senior Independent Director. When setting these fees, reference is made to information provided by a number of remuneration surveys, the extent of the duties performed, and the size of the Company. The Chairman and Non-executive Directors are not eligible for bonuses, retirement benefits or to participate in any share scheme operated by the Company. In 2011, the Chairman fee was increased by 5% and Non-executive Director fees were increased by between 20% and 25%. Whilst the percentage increases for the Non-executive Director fees were significant, the Board considers these were necessary in order to position the level of base and additional fees at around market median which the Board believes appropriate in light of the ongoing contribution of the individuals concerned and the requirements of the respective roles.

Review of past performance

The following chart shows the value as at 31 December 2011 of £100 invested in Aggreko on 31 December 2006 compared with the value of £100 invested in the FTSE 100 and the FTSE Mid 250 over the same period. In summary, the £100 invested in the FTSE 100 would have returned £7 by 31 December 2011; the FTSE 250 shares would have returned £3; and those in Aggreko would have returned £381. The other points plotted are the values at the intervening financial year-ends. We have chosen to show performance against both indices to reflect the fact that the Company was a member of the FTSE Mid 250 during the first three years of the period and a member of the FTSE 100 during the final two years. We believe general indices are more appropriate than sector and peer group comparators given the unique nature of the Company's business.

The following tables provide details of the emoluments, pension entitlements and share interests of the Directors. This information is audited.

Emoluments

The table below sets out total emoluments, as defined by the various reporting bodies; in effect, this means cash and benefits in kind (for example, cars and accommodation for those on expatriate contracts). The definition of 'Emoluments' does not include company contributions to pensions. With the recent changes in pensions legislation, and the introduction of caps on pension contributions and pension funds, all the Executive Directors who were members of the UK pension schemes chose to take all or part of their company pension contributions as cash, rather than as contributions to their pension funds. As a consequence, it looks like they had a large pay increase in 2011, despite bonuses being generally lower than 2010; for most of them the apparent increase in emoluments is simply a switch from contributions paid to pension funds to an equivalent value paid in cash direct to the individual.

Rupert Soames was the highest paid Director. His entitlements under the Pension plan and details of his potential receipt of shares under the Long-term Incentive Arrangements are disclosed separately.

Performance targets were set for the 2011 annual bonus in March 2011. The Chief Executive and the Executive Director responsible for North America had a maximum bonus opportunity of 125% of basic salary and the other Executive Directors a maximum of 100%. The performance target for the Chief Executive and Finance Director was based solely on growth in D-EPS and the performance targets for Regional Executive Directors was based as to 50% on growth in D-EPS, 40% as to growth in regional trading profit and 10% based on regional ROCE. For the annual bonus, D-EPS is calculated on a constant currency basis, using exchange rates fixed at the beginning of the year, so that the bonus reflects the underlying performance of the business, and not currency movements; in 2011, the bonus calculations were also adjusted to exclude the impact of the £148 million return of capital to shareholders effected in July 2011. The Budget for bonus purposes was set at D-EPS of 81.8p; the actual outcome on the adjusted basis set out above was 87.08p, representing growth of 13% over the prior year, and 6% over Budget.

Readers are referred to our Review of Trading, where the difference between headline growth and underlying growth is set out; in 2011 the actual rate of underlying growth in Trading Profit, as defined in the Review of Trading was 26%.

The table below sets out the total bonus entitlement for each Director for 2011:

Details of changes in basic salary and fees are set out in the table below.

Pension entitlements

Executive Directors participate in pension schemes appropriate to the median practice in their home countries. In 2002 the Company closed its Defined Benefits scheme for UK employees to new joiners, and as a consequence only Angus Cockburn is a member of this scheme. George Walker is a member of a US-based defined contribution plan. The other Executive Directors (Messrs. Soames, Pandya and Caplan) are all members of the Aggreko plc Group Personal Pension Plan, which is a defined contribution scheme. Rupert Soames is entitled to a pension contribution from the Company of 25% of his basic salary and Kash Pandya and Bill Caplan are entitled to a Company contribution of 20%. With effect from April 2011 no further contributions are being made to the Plan for Rupert Soames and he receives a cash payment in lieu. Kash Pandya and Bill Caplan have chosen to take part of the Company contribution into the Group Personal Pension Plan and part as a cash payment. These cash payments are shown as Cash payments in lieu of pension in the Emoluments table.

George Walker is entitled to participate in the Employees' Savings Investment Retirement plan and the Supplemental Executive Retirement plan of Aggreko LLC, which are governed by the laws of the United States. These plans allow contributions by the employee and the Group to be deferred for tax.

Contributions paid by the Company under the defined contribution plans during the year are as follows:

Angus Cockburn joined the Company before 1 April 2002 and is a member of the Aggreko plc Pension Scheme which is a funded, defined-benefit scheme approved by HM Revenue & Customs. The key elements of his benefits are:

• a normal retirement age of 60;
• for service up to 31 December 2006, a benefits accrual rate of 1/30th on a 'final salary' basis for each year's service (final salary is subject to the earnings cap for service to 5 April 2006);
• for service after 1 January 2007 and up to 30 April 2011, a benefit accrual rate of 1/30th on a 'career average' basis for each year's service;
• for service from 1 May 2011, no further defined benefit pension is accrued;
• an employee contribution rate of 6% of Pensionable Earnings. Employee contributions ceased on 30 April 2011; and
• a spouse's pension on death.

As a result of opting out of making further contributions to the Aggreko plc Pension Scheme with effect from 30 April 2011, Mr Cockburn now receives a cash payment in lieu of the pension he would otherwise have built up. This cash payment is paid net of the member contributions Mr Cockburn would have been required to pay to the scheme and is broadly an estimate of the cost to the Company of providing the benefits being given up. This is shown in Cash payments in lieu of pension in the Emoluments table.

The following disclosure relates to Angus Cockburn's membership of the Scheme.

The transfer value has been calculated in accordance with the methods and assumptions underlying the calculation of cash equivalents under the Aggreko plc Pension Scheme which are consistent with:

(i) the requirements of Chapter IV of Part IV and Chapter 11 of Part IVA of the Pension Schemes Act 1993; and
(ii) The Occupational Pension Schemes (Transfer Values) Regulations 1996 and Occupational Pension Schemes (Transfer Values) (Amendment) Regulations 2008.

The accrued pension is the amount which would be paid at the anticipated retirement based on a date of leaving the Scheme of 30 April 2011, with no allowance for increases in the period between leaving service and retirement.

Angus Cockburn is also entitled to a pension of £2,162 per annum (based on figure as at 29 March 2004) payable from age 60 from the Aggreko plc Pension Scheme resulting from benefits transferred in from the scheme of a previous employer. This benefit is not included in the above disclosure.

All Executive Directors who are members of a pension plan are provided with a lump sum death in service benefit of four times salary.

Share interests

The interests of persons who were Directors during the year in the share capital of the Company were as follows:

The PSP and CIP awards granted during the year were granted on 1 May 2011. The market price of the shares granted on that day was 1535 pence.

The options under the Sharesave Option Schemes have been granted at a discount of 20% on the share price calculated over the three days prior to the date of invitation to participate, mature after three years and are normally exercisable in the six months following the maturity date. The options under the US Stock Purchase Plan have been granted at a discount of 15% on the closing share price on the date of grant, mature after two years and are normally exercisable in the three months following the maturity date.

Awards under the Performance Share and Co-investment Plans are normally made three years after the date of grant and are subject to performance conditions which are described within the Long Term Incentive Programme section below.

The performance criteria for the LTIP granted in June 2008 and exercisable from June 2011 were:

• 75% of the award would be measured against the real compound annual growth in D-EPS over the three-year performance measurement period in a range of 3% to 10% (with maximum vesting at an aggregate D-EPS for the period of 116.95p). No performance shares would be awarded against this element if annual growth were less than 3% and awards would increase on a straight-line basis to the maximum at 10% annual growth. The actual D-EPS over the period was 187.0p, which is the equivalent of a real compound annual growth rate of 36%; this exceeded the upper limit of the range and accordingly all 75% of the award vested under this criterion.
• 25% of the award would be measured against the average return on capital employed over the performance period in a range of 23% to 25%. No performance shares would be awarded against this element if performance were less than 23% and awards will increase on a straight-line basis to the maximum at 25% ROCE. The actual average ROCE for the period was 29.8%, which exceeded the upper limit of the range and accordingly all 25% of the award vested under this criterion.
• Further, as real compound annual growth in D-EPS exceeded 20%, the enhanced LTIP was triggered. This resulted in the maximum 2 times multiple being applied to the total number of shares vesting based on the above criterion.

Information relating to the vesting of awards and exercise of options, to the Directors is as follows:

The aggregate gain made on these exercises was £9,945,614 of which £4,458,312 related to the gain of the highest paid Director.

The market price of the shares at 30 December 2011 was 2017 pence and the range during the year was 1394 pence to 2039 pence.

Retention of shares by Executive Directors

The Committee has adopted a policy that encourages Executive Directors to use the Long-term Incentive Programme to acquire and retain a material number of shares in the Company with the objective of aligning their long-term interests with those of other shareholders. Under this policy, on vesting of share grants, Executive Directors, who are not within five years of their normal retirement age, should hold at least 50% of the net proceeds in shares until their aggregate holding is equivalent to at least 100% of their salary.

Individual Executive Director shareholdings can be illustrated as follows:

Beneficial Holdings

Rupert Soames, Angus Cockburn, George Walker, Kash Pandya and William Caplan as Directors of the Company, have an interest in the holdings of the Aggreko Employee Benefit Trust (the 'EBT') as potential beneficiaries. The EBT is a trust established to distribute shares to employees of the Company and its subsidiaries in satisfaction of awards granted under the Aggreko Performance Share Plan and the Aggreko Co-investment Plan. At 31 December 2011, the trustees of the EBT held a total of 4,805,289 Aggreko plc ordinary shares (2010: 6,087,304) and this holding remains unchanged at the date of this report. The dividend has been waived on these shares.

Since 31 December 2011 Angus Cockburn has received 2,196 shares as the result of the exercise of Sharesave options. There have been no other changes in Directors' beneficial and non-beneficial interests in shares between the end of the financial year and the date of this report. No Director was interested in any shares of subsidiary undertakings at any time during the year.

Service contracts and notice periods

All of the Executive Directors have service agreements that require one year's notice of termination from the individual and one year's notice of termination from the Company. Directors have a normal retirement age of 60. On early termination, Executive Directors are entitled to basic salary and benefits for the notice period at the rate current at the date of termination, although they will be expected to mitigate their loss where appropriate.

The Directors have, or had, service contracts or letters of appointment as follows:

External appointments

Rupert Soames is a Non-executive Director of Electrocomponents plc and since October 2011 has been Acting Chairman; he is permitted to retain earnings from this position; these earnings amounted to £54,500 for the year ended 31 December 2011 (2010: £52,500). Angus Cockburn is a Non-executive Director of Howden Joinery Group plc; he is permitted to retain his earnings from that position and these earnings amounted to £48,000 for the year ended 31 December 2011 (2010: £48,000).

Russell King
Chairman, Remuneration Committee
9 March 2012