Aggreko : Annual Report and Accounts 2020

March 14, 2021

I would like to recognise and thank everyone at Aggreko for the great job they have done in responding to the COVID-19 pandemic, adapting and continuing to serve our customers safely and reliably through these challenging times. We can, and will, emerge stronger, and we are excited about the opportunity in front of us to grow through the energy transition, while continuing to power progress for our customers wherever they are in the world.

Chris Weston

Chief Executive Ofﬁcer

Performance highlights

Revenue

Pre-exceptional proﬁt before tax

£1,365m £102m

2019: £1,613m

Post-exceptional operating loss

£(39)m

2019: £199m

2019: £241m

Pre-exceptional operating proﬁt

£136m

2019: £241m

Pre-exceptional return on capital employed1

7.5%

2019: 11.2%

Post-exceptional loss before tax

£(73)m

2019: 199m

Pre-exceptional diluted EPS

21.8p

2019: 50.7p

Dividend per share

15.00p

2019: 9.38p2

Exceptional items are explained in Note 7 to the Accounts

1 ROCE calculation is detailed on page 159
2 Interim dividend only

Post-exceptional diluted EPS

(43.4)p

2019: 50.7p

Contents

Strategic report

01 Growth through the energy transition
02 Aggreko at a glance
04 Chairman's statement
05 CEO Chris Weston's view
06 Meeting the challenge of the energy transition
08 Our business model
10 Our strategic priorities
24 Group performance review

30 Financial review
35 Principal risks and uncertainties
42 Sustainability
46 Our stakeholders and section 172 statement

Governance

52 Chairman's introduction
54 Our Board
56 2020 Board priorities and COVID-19 response

58 Purpose statement & Our Culture and Values
59 Ethics & Corporate Responsibility report
62 Nomination Committee report
64 Audit Committee report
68 Remuneration Committee report
93 Statutory disclosures
97 Statement of Directors' responsibilities

Financial statements

98 Independent auditor's report
106 Group income statement
106 Group statement of comprehensive income
107 Group balance sheet
108 Group cash ﬂow statement
109 Reconciliation of net cash ﬂow to movement in net debt
110 Group statement of changes in equity
112 Notes to the Group accounts

152 Company balance sheet
153 Company statement of comprehensive income

154 Company statement of changes in equity
155 Notes to the Company accounts
159 Deﬁnition and calculation of non-GAAP measures

161

Shareholder information

Growth through the energy transition

In order to grow while continuing to meet our customers' changing needs, we will evolve the way we do business.

To enable that, we have refreshed our strategy, with clear commitments.

Strategic report

Governance

To become a net-zero business by 2050 or sooner

With commitments for the next decade:

− Reduce diesel fuel used in customer solutions by at least 50%
− Reduce local air quality emissions of our solutions by 50%
To maintain our target of delivering a mid-teens ROCE Focusing on proﬁtable growth: − Delivering revenue growth of ~5-10% per year over the medium term − Driving mid-term margin expansion into the high teens
To retain our relentless focus on capital employed:
- − Disciplined capital investment in the range £250-350m per year supporting the transition
- − Maintaining our focus on improving utilisation
- − Continuous improvement in working capital performance
Financial statements
Read more on page 20
− Achieve net-zero emissions across our business operations

Read more about our culture on page 22

Read more about how we engaged with stakeholders and the process to agree a new purpose statement on page 50

The creation of Always Orange involved employee workshops in Buenos Aires, Houston, Dumbarton, Tanzania and Dubai. We gathered input from our online community and through debate at the Board, with the Executive Committee and Senior Leadership Team.

Ethics & Corporate Responsibility Committee report

The role of the Ethics & Corporate Responsibility Committee is to ensure that Aggreko conducts business with integrity and transparency and in accordance with the law, and to oversee workforce engagement.

Dame Nicola Brewer

Ethics & Corporate Responsibility Committee Chair

Attendance in 2020

Meetings attended/
No. of meetings
Members in 2020	Position	eligible to attend
Dame Nicola Brewer	Committee Chair and Independent
Non-executive Director	3/3
Diana Layﬁeld	Independent Non-executive Director	3/3
Ken Hanna	Chairman, Aggreko plc	3/3
Barbara Jeremiah	Independent Non-executive Director	3/3
Mark Clare	Independent Non-executive Director and
Chair Designate	1/1

Areas of activity in 2020

→ Reviewed the ﬁndings and actions from the annual Be Heard survey
→ Monitored the workforce engagement activities of the Board and reported to the Board on the ﬁndings from this engagement
→ Monitored the effectiveness of the Third-Party Sales Representatives Policy
→ Monitored the effectiveness of the Speaking Up Policy and procedures
→ Oversaw the completion of internal investigations
→ Reviewed the ﬁndings from an external review of the sanctions compliance framework and the implementation of measures to further strengthen the framework

→ Reviewed the effectiveness of the policy and procedures designed to manage the risk of the facilitation of tax evasion

Areas of focus for 2021

→ Implement the plan for increased workforce engagement
→ Oversee the continued implementation of the sanctions compliance framework
→ Review the effectiveness of the anti-bribery and corruption compliance framework
→ Engage with external advisers on emerging ethical risks relevant to the business
→ Conduct a review of the policies which fall under the remit of the CommitteeEthics & Corporate Responsibility Committee terms of reference:www.plc.aggreko.com

Introduction by Dame Nicola Brewer, Ethics & Corporate Responsibility Committee Chair

The Ethics & Corporate Responsibility Committee is made up of three Independent Non-executive Directors and the Chairman of Aggreko Plc.

Mark Clare also joined the Committee in October in his role as Non-executive Director and Chair Designate. I have been the Chair of the Committee since 1 January 2019. In 2020, we held three meetings. We invited the Head of Compliance, the Group Legal Director and the CEO to attend all meetings.

A primary purpose of the Ethics & Corporate Responsibility Committee is to oversee the effectiveness of Aggreko's compliance programme. Aggreko aims to conduct its business with integrity, honesty and transparency. We expect all Aggreko employees and any third parties acting on behalf of Aggreko to adopt these values. We are proud that we have a reputation for conducting business fairly and professionally and we are committed to maintaining these standards throughout the business.

We recognise that our business is exposed to potential risks of unethical conduct, across all of the countries in which we operate, because of the nature and value of many of our contracts.

However, we believe that we have a robust compliance programme in place which allows us to manage these potential risks effectively.

The Committee also facilitates and monitors engagement with the workforce in line with the 2018 UK Corporate Governance Code.

As part of our duties to monitor engagement with the workforce, in 2020, we reviewed the ﬁndings from the annual Be Heard survey to understand the feelings of the workforce on key issues like engagement, health and safety, ethics, company conﬁdence, inclusion, learning and development, and leadership. We also reviewed the various initiatives adopted in response to the ﬁndings from this engagement survey. Our Non-executive Directors also conducted site visits and hosted a number of focus groups directly with employees in the UK, Africa, Latin America and North America. These sessions allowed the Non-executive Directors to share with the workforce the key priorities for the Board as well as hearing from the workforce on their experiences, particularly in such a challenging year.

The travel restrictions forced us to adapt our plans to hold these sessions in person. However, we were still able to host the focus groups in Africa, Latin America and North America remotely.

Strategic report

Governance

Financial statementsShareholder information

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Ethics & Corporate Responsibility Committee report continued

These remote sessions worked well and enabled us to engage directly with members of the workforce who are a little more remote. We intend to include this approach in our workforce engagement plans for 2021 allowing us to reach more of the workforce.

The Committee reviewed workforce engagement activities at every meeting and discussed opportunities for the Board to extend its engagement with the workforce. The Committee reported to the Board in December on the workforce engagement activities overseen by the Committee and the insights identiﬁed from these activities.

The Board has welcomed the increased engagement with the workforce and the Committee will continue to explore ways in which we can extend our engagement with the workforce in 2021.

Main activities of the Ethics & Corporate Responsibility Committee during the year

Third-party monitoring

We recognise that it is not just our employees who could be exposed to ethics risks but also our third-party sales representatives including sales consultants, agents and joint venture partners. Although the number of third-party sales representatives used by the business has reduced over the past few years, there are circumstances in which we still need them to support some areas of the business. A summary of the measures we take to ensure these representatives conduct business in line with Aggreko's standards is set out below in the overview of our compliance programme. In 2020, we received a brieﬁng from the Power Solutions Managing Director on the outcome of his review of all arrangements with, and payments to, third-party sales representatives. We are pleased to observe the continued focus of the business in monitoring all activities in this area.

Failure to prevent the facilitation of tax evasion

Aggreko plc AnnualReportandAccounts2020

As new policies and procedures are introduced to address emerging areas of risk, we monitor the effectiveness of the policies and procedures designed to address those risks. In 2020, we reviewed the procedures implemented in 2018 in response to the introduction of the new corporate offence of the failure to prevent the facilitation of tax evasion and we introduced updated guidance on potential areas of risks and the steps employees should follow if they have any concerns relating to a potential transaction.

Speaking Up Policy and procedures We monitor the volume and nature of whistleblowing reports received throughout the year to identify any underlying concerns and/or trends and to assess whether the process which enables the workforce to report any concerns remains effective. In 2020, we reviewed the current Speaking Up service and selected a new external service provider to manage our independent speaking up service.

This new service will operate from 2021 and will provide additional channels through which our workforce can report any concerns. We also reviewed the volume and nature of the reports received in 2020 and the actions taken in response to the reports. We are satisﬁed that the mechanisms that are in place to enable all members of the workforce to raise any concerns are effective.

Sanctions

The introduction and extension of sanctions in some of the countries in which we operate potentially attracts increased risk for the business. We received brieﬁngs on developments in relation to sanctions, the potential impact to the business and the actions being taken to manage potential risks. This included a review of the sanctions developments in relation to Russia, Belarus, Venezuela and Zimbabwe.

We are committed to ensuring that our compliance programme remains robust and is in line with best practice. We continually monitor the effectiveness of the policies and procedures and recommend areas where further improvements could be made. In 2020, we reviewed the policies and controls designed to ensure compliance with sanctions restrictions and oversaw an external review of the sanctions compliance framework and the implementation of additional measures to further strengthen the sanctions controls.

Workforce engagement

We recognise the valuable insight the Board can obtain by engaging directly and indirectly with the workforce. This engagement supplements the employee engagement mechanisms detailed in the section 172 statement on page 46 and is intended to provide the Board with additional feedback from the workforce.

In 2020, we reviewed the ﬁndings from the annual Be Heard survey. We were pleased to see the high level of participation in this survey and also the high engagement score reported. We were also pleased to see the responses from the workforce on key topics including health and safety, ethics, company conﬁdence, inclusion, learning and development, and leadership.

We reviewed the actions adopted throughout the business to address the ﬁndings from the survey around strategy, career development and communication. We were particularly pleased to see the plans adopted at a local level allowing each leader to understand and address the feedback from their own teams.

Although site visits have been limited in 2020, owing to travel restrictions implemented to protect our employees, we were still able to facilitate direct engagement by the Non-executive Directors through focus groups held with employees in the UK, Africa, Latin America and North America business. During these sessions, the Non-executive Directors were able to share with employees some of the key areas of focus for the Board as well as hearing from the employees on their own experiences and challenges. We heard positive feedback on the support that had been provided to employees during COVID-19, appreciation of Aggreko's ability to support remote working and recognition that the challenges of 2020 had enabled many employees to develop their skills. However, we also acknowledged that remote working had been challenging for some team members. We also heard a strong appreciation for the increased communication with the workforce, particularly on the updated strategy and the activities across all parts of the business.

We shared the feedback from the engagement activities with the Board, highlighting the need for continued focus on increased communication on the strategy to respond to the energy transition as well continued focus on career development activities. These are key elements of Aggreko's updated strategy and the feedback was welcomed by the Board.

During 2021, we will continue to broaden our engagement with the workforce, reviewing the insights from the Be Heard surveys, conducting site visits where possible and hosting focus groups with employees, allowing the Board to hear views directly from the workforce.

Our workforce engagement has focused on individuals who have formal employment contracts with Aggreko, wherever they work. Aggreko also uses the services of individual contractors, directly or through agencies or third-party companies. Since the tasks and terms on which contractors work vary greatly throughout the business, and there is no particular group that provides a substantial element of our workforce, we do not include them in our formal engagement.

An overview of our compliance programme

Our compliance programme is coordinated by our Head of Compliance and Compliance Manager with support from the business units and the central functions. The programme has a number of elements designed to ensure that we effectively manage compliance risks.

Code of Conduct

Every employee receives a copy of the Code of Conduct when they join Aggreko. This Code sets out the standards and behaviours we expect from our employees and is an effective tool to allow us to challenge any improper behaviours identiﬁed. It is supported by a number of supplementary policies, procedures and guidelines to cover due diligence, gifts and hospitality, charitable donations, facilitation payments, conﬂicts of interest and speaking up. We provide training to all employees on these policies and we regularly monitor compliance with these policies to obtain assurance that they continue to work effectively.

Training

Every employee receives training, which is regularly refreshed, via our multilingual online ethics compliance training programme. This online training is supplemented by additional workshops with senior management, which gives us comfort that our employees remain alert to risks.

Third-party sales representatives

All of our sales consultants and agents are comprehensively reviewed before they are engaged and this exercise is refreshed at least every two years. Our sales consultants and agents are contractually required to comply with our Code of Conduct and we require them to conﬁrm compliance with the Code annually. We also provide ethics training to our sales consultants and agents to ensure that they remain alert to potential risks. We have controls in place in relation to the remuneration of sales consultants and agents and we monitor all payments to them to ensure that the remuneration structure does not incentivise unethical behaviour. This gives us a robust framework to enable us to clearly understand who our third-party sales representatives are and the activities they have undertaken on our behalf. This policy also enables us to avoid engaging with third parties who do not meet our ethical standards.

Suppliers

We have a Supplier Code of Conduct which sets out the standards we expect from all suppliers to Aggreko and we require suppliers to conﬁrm adherence to these standards. Any suppliers who do not agree to the standards or an equivalent standard will not be engaged by Aggreko.

Gifts, entertainment and hospitality We have a clear approval process for gifts, entertainment and hospitality offered by, or given to, Aggreko employees. All gifts, entertainment and hospitality above a nominal value are recorded centrally and monitored by the Compliance team.

This process enables us to challenge any proposed gifts or hospitality which could be perceived as inappropriate.

Sponsorship and charitable donations We have a clear approval process for sponsorships and charitable donations made by Aggreko. All sponsorships and charitable donations require senior management approval and are recorded centrally and monitored by the Head of Compliance. This policy enables us to challenge any donations or sponsorships which could be perceived as inappropriate.

Speaking Up

We encourage our workforce to speak up if they have any concerns. We have an independent Speaking Up service operated by an external agency. This multilingual Speaking Up service is available to all of our workforce and allows anyone who has any concerns to report them anonymously. All reports are followed up, and we regularly analyse the types of reports we receive. Where appropriate, our Group Internal Audit team is asked to investigate the issue and report on the outcome.

Sanctions

We have procedures in place to ensure that we conduct due diligence on any proposed activities in countries targeted by sanctions and/or export control restrictions. Any activities involving countries subject to the most extensive sanctions require approval by the Board.

As at the date of this report, this includes the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria and Venezuela. Our sanctions compliance framework details our policies and procedures designed to manage potential sanctions risks.

Modern slavery

We apply high employment standards across our business, complying with relevant employment, health and safety, and human rights laws to ensure that our workforce is safe. We also expect our suppliers to adopt a similar approach in relation to the protection of their workers. Our Supplier Code of Conduct sets out the minimum standards we require from them. It speciﬁcally requires our suppliers to comply with workers' fundamental rights, including standards of pay, working hours and freedom of association. Our modern slavery statement, available to read atwww.plc.aggreko.com, provides more detail on the approach we take in relation to modern slavery.

Non-executive Director workforce engagement activities in 2020

Board lunches/dinners

February

Senior leaders were invited to attend the Board dinner

Focus groups

February

Nicola Brewer and Barbara Jeremiah led a focus group in London

September

Nicola Brewer and Ian Marchant led two focus groups with members of the Africa team

September

Nicola Brewer led a focus group with members of the Latin America team

October

Nicola Brewer and Barbara Jeremiah led two focus groups with members of the North America team

Site visits

February

Ken Hanna visited the Dubai ofﬁce and together with Heath Drewett also visited Tokyo and met with the Aggreko Olympics team, together with executives from our local partners

Strategic report

Governance

Financial statementsShareholder information

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Nomination Committee report

The Nomination Committee's role is to lead the process for appointments to, and ensure orderly succession for, the Board and Executive Committee. Having a diverse pipeline for succession ensures Aggreko has the right structure, skills and diversity for the effective management of the Group.

Ken Hanna

Nomination Committee Chair

Attendance in 2020

Meetings attended/

No. of meetings

Members in 2020	Position	eligible to attend
Ken Hanna	Committee Chair and Chairman, Aggreko plc	2/2
Nicola Brewer	Independent Non-executive Director	3/3
Mark Clare	Independent Non-executive Director
and Chair Designate	1/1
Barbara Jeremiah	Independent Non-executive Director	3/3
Sarah Kuijlaars	Independent Non-executive Director	3/3
Uwe Krueger	Senior Independent Director	3/3
Diana Layﬁeld	Independent Non-executive Director	3/3
Ian Marchant	Independent Non-executive Director	3/3
Miles Roberts	Independent Non-executive Director	3/3

Areas of activity in 2020

Aggreko plc AnnualReportandAccounts2020

→ Oversaw the recruitment, appointment and induction of Mark Clare as a Non-executive Director and Chair Designate
→ Reviewed succession plans
→ Approved the terms of reappointment for four Non-executive DirectorsAreas of focus for 2021 → Continued focus on succession planning → Monitor the implementation of the sustainability strategy in relation to the workstream for inclusion and diversityNomination Committee terms of reference:www.plc.aggreko.com

Introduction by Ken Hanna, Nomination Committee Chair

Monitoring and reviewing the composition and balance of the Board and its Committees is key to the role of the Committee. By doing so, we ensure that Aggreko has the right structure, skills and diversity for the effective management of the Group.

The Nomination Committee is currently made up of all of the Non-executive Directors, each of whom is independent, in addition to myself as Chair. I have been Chair of the Committee since my appointment as Chairman of Aggreko in April 2012. The Senior Independent Director chairs the Committee when it is dealing with succession to the Chairman of Aggreko. In 2020, we had three formal meetings to which we also invited the CEO.

Main activities of the Nomination Committee during the year

Appointment of a new Non-executive Director and Chair Designate

During the year, the Committee commenced the search for a new Non-executive Director and Chair Designate. Uwe Krueger, Senior Independent Director, led the search and appointed Lygon Group, an independent search ﬁrm with no other connection to Aggreko, or any of our Directors, to assist in identifying suitable candidates.

A structured timetable was adopted for the process, with regular Committee discussions and updates held throughout. Lygon Group compiled an extensive range of potential candidates for consideration. This was narrowed down to a shortlist for interview. Shortlisted candidates met with all members of the Board. The Committee were unanimous in their ﬁnal selection.

In August 2020, we were delighted to announce the appointment of Mark Clare as a Non-executive Director and Chair Designate with effect from 1 October 2020. Subject to shareholder approval of his election to the Board, Mark will become Chair of the Board following our 2021 Annual General Meeting. This allows for a managed and orderly handover of responsibilities.

Mark's appointment to the Board as Non-executive Director and Chair Designate reﬂects his calibre and suitability for the role of leading the Aggreko Board. He is an experienced Non-executive Director and Chair, bringing a wealth of industry knowledge, strong leadership track record, extensive knowledge of customer needs and market-leading service levels. Mark has joined our Nomination, Remuneration and Ethics & Corporate Responsibility Committees. Mark is currently Chair of

Strategic report

Grainger plc, Senior Independent Director of United Utilities Group plc and a Non-executive Director of Premier Marina Holdings Limited. His full biography is set out on page 54.

In making the appointment, we carefully considered the question of the independence of Mark and the criteria set out in the UK Corporate Governance Code. It was clear that he was independent in character, but the Board gave particular thought as to whether the fact that Mark and our CEO, Chris Weston, had both worked for Centrica between 2002 and 2006 could affect his independent judgement. Among other matters, it was noted that Mark and Chris had not worked together during their time at Centrica, having worked in different divisions, and that there had been a signiﬁcant passage of time since they had both worked for Centrica. Moreover, the selection process for a new Non-executive Director and Chair Designate was run by our Senior Independent Director with the advice of independent search consultants and Chris had not been directly involved in the selection process. In conclusion, it was agreed that there was no signiﬁcant link between Mark and Chris and the concurrent time at Centrica would not compromise his independence or lead the Committee to change the view that Mark was the right choice for Non-Executive Director and Chair Designate.

We also took into account Mark's existing time commitments, particularly his role as Chair of Grainger Plc (a FTSE 250 company) and Senior Independent Director of United Utilities Plc (a FTSE 100 company) and concluded that he had sufﬁcient time to devote to Aggreko. His appointment as a Non-executive Director of Aggreko would take his total mandates to four, with his subsequent appointment as Chair increasing that to ﬁve. It was noted that this position was acceptable under the UK Corporate Governance Code and would not be regarded as over boarded. We will keep this position under review.

Reappointment of Non-executive Directors

Our Non-executive Directors serve under letters of appointment for a term of three years. Since the Committee's last report, the Company has extended terms of appointment as follows:

→ Barbara Jeremiah, for a further three years, expiring on 7 March 2023.
→ Miles Roberts, for a further three years, expiring on 7 March 2023.
→ Diana Layﬁeld, for a further 11 months, expiring at the conclusion of our 2021 AGM. Since Diana had already served for eight years, we undertook a rigorous review and were unanimous in our view that Diana's tenure had not compromised her independence in anyway, and that it was importantto retain her market and ﬁnancial experience and knowledge of Aggreko, particularly during the transition period of the new Chair Designate. Diana retired from the Board on 31 December 2020.

→ Ian Marchant, for a further year, expiring on 1 November 2021. Since Ian had already served for seven years, we undertook a rigorous review and were unanimous in our view that Ian's tenure had not compromised his independence, and we would retain his knowledge of Aggreko, particularly in his critical role as Audit Committee Chair.

Succession planning

Executive Committee and senior management: The Committee formally met with the CEO and Group People Director in December 2020 to review succession plans. The focus of this discussion was to review the succession plans for each Executive Committee member. In line with the UK Corporate Governance Code, we have continued with our visibility of the succession pipeline below Executive Committee level and also looked at the internal movements during 2020 of our CEO-2 population and succession quality for our CEO-2 roles, diversity across the Group and reviewed senior leadership and talent plans for 2021.

Board: The Committee monitors a schedule on the length of tenure of the Chairman and Non-executive Directors and the diversity and skills mix of the Directors.

The Committee is satisﬁed that adequate succession planning is in place for the Board, Executive Committee and senior management and will keep succession planning under review.

Inclusion and diversity

Aggreko acknowledges the importance of inclusion and diversity to the effective functioning of the Board and Group. While we acknowledge that the current make-up of the Board has good gender diversity, we are always mindful of the need to recruit Board members from a wider and more diverse population and recognise the voluntary targets published by the Hampton-Alexander and Parker Reviews.

We also acknowledge that inclusion extends beyond the Boardroom and continue to encourage management to be more mindful of inclusion and diversity in the Group. During the course of 2021, we will monitor the development of the sustainability framework to build on our global approach to inclusion and will provide further detail on the resulting initiatives in our 2021 Annual Report and Accounts.

Read more about inclusion and diversity on page 49

Board Diversity Policy

A diverse Board makes prudent business sense and makes for better corporate governance. Diversity promotes the inclusion of different perspectives and ideas and ensures that Aggreko has the opportunity to beneﬁt from all available talent.

Aggreko seeks to maintain a Board comprising dynamic, expert and innovative individuals, who together demonstrate our values and lead our behaviours through a diverse mix of expertise, experience, skills and backgrounds. We aim to ensure that the skills and backgrounds collectively represented on the Board reﬂect the diverse nature of the business environment in which Aggreko operates. In particular, we look for a range of technical, ﬁnancial and market expertise. We aim to balance long corporate memory with new insights from other ﬁelds. For the purposes of Board composition, diversity is taken to refer to, but is not limited to, protected characteristics covered by UK legislation; other factors such as business experience and geography will also be relevant. We monitor our net diversity but do not set formal targets or quotas. Our focus is on ﬁnding talented individuals from as wide a range of backgrounds as possible.

Aggreko is committed to a merit-based system for Board composition within a diverse and inclusive culture, which solicits multiple perspectives and views. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, Aggreko will consider candidates on merit against objective criteria, having due regard for the beneﬁts of diversity and the needs of the Board. Any search ﬁrm engaged to assist the Board or a Committee of the Board in identifying candidates for appointment to the Board will be speciﬁcally directed to include a diverse range of candidates that reﬂects this policy.

Governance

Financial statementsShareholder information

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Audit Committee report

The role of the Audit Committee is to ensure the integrity of the Group's ﬁnancial reporting and provide oversight of our systems for internal control and risk management.

Ian Marchant

Audit Committee Chair

Attendance in 2020

Members in 2020	Position	eligible to attend
Ian Marchant	Committee Chair and Independent Non-
executive Director	4/4
Sarah Kuijlaars	Independent Non-executive Director	4/4
Diana Layﬁeld	Independent Non-executive Director	4/4
Miles Roberts	Independent Non-executive Director	4/4

Areas of activity in 2020

→ Close monitoring of contract provisions and tax provisions. Held an additional meeting in February 2020, ahead of the year-end meeting, to discuss contract provisions in detail, with a particular focus on Venezuela and Africa
→ Assessed the appropriateness of the impairment review; additional informal meeting in July 2020 to allow for detailed discussion
Aggreko plc AnnualReportandAccounts2020
→ Received regular updates on managing ﬁnancial risks in our Power Solutions business following the identiﬁcation of various balance sheet control issues identiﬁed by management in Eurasia
→ Monitored the status of subsidiary statutory accounts in overseas jurisdictions to drive improvements in the timelines of reporting
→ Received regular updates on the status of the internal control environment
→ Monitored our cyber security strategy and status

→ Received an update on risk management within our tax function → Monitored the closure of outstanding internal audit ﬁndings

Areas of focus for 2021

→ Continue close monitoring of contract provisions and tax provisions
→ Receive regular updates on the status of the internal control environment
→ Continue to monitor the management of ﬁnancial risk in our Power Solutions business
→ Continue to monitor the status of subsidiary statutory accounts in our overseas jurisdictions
→ Receive an update on the management of ﬁnancial risk in our Rental Solutions business
→ Monitor our cyber security ratings
→ Receive an update on treasury risk management
→ Monitor the closure of outstanding internal audit ﬁndings
→ Oversight of the Future of Finance programme to identify cost savings and operational improvements across the Global Finance team

Audit Committee terms of reference:www.plc.aggreko.com

Meetings attended/

No. of meetings

Introduction by Ian Marchant, Audit Committee Chair

Ensuring the integrity of the Group's ﬁnancial statements and determining whether the judgements taken by management are appropriate are key to the workings of the Committee. This report provides an overview of the signiﬁcant issues we considered. This report also shares some insight into the work we have undertaken this year to assess the independence and effectiveness of the external auditor and oversee the Group's systems for internal control and risk management.

In 2020, the challenges posed by COVID-19 underlined the importance of effective internal controls and risk management systems. The Committee played a key role, providing oversight and advice, ensuring the resilience of our systems and supporting a framework against which the Board could effectively manage the potential risks posed during the year.

For the 2020 ﬁnancial year, the Committee was made up of four Independent Non-executive Directors. Since Diana's retirement from the Board at the end of December 2020, the Committee is made up of three Independent Non-executive Directors, including myself as Chair. I have been a member of the Committee since November 2013 and was appointed as Chair of the Committee in April 2016.

I am a chartered accountant and, prior to my appointment as Chief Executive of SSE (2002 to 2015), I served as Finance Director of SSE for four years and of Southern Electric for two and a half years. As a Committee, we bring an appropriate balance of ﬁnancial and accounting experience, together with a deep understanding of Aggreko's business and market sector.

All members of the Committee have recent and relevant ﬁnancial experience.

In 2020, we held four meetings. The meetings are aligned with the Group's ﬁnancial reporting timetable, to allow sufﬁcient time for full discussion of key topics and enable early identiﬁcation and resolution of risks and issues. We invited the Chairman of the Board, the CEO and the CFO to attend our meetings in 2020, together with the Group Financial Controller, Director of Internal Audit and the KPMG audit partner. At three of our meetings, the Committee met with the KPMG audit partner without management present.

The primary areas of judgement considered by the Committee in relation to the 2020 Annual Report were:

Area of judgement Contract provisions - Power Solutions Utility (PSU)

Reporting issue

One of the more signiﬁcant risks facing the Group is that of non-payment by customers under some of the larger contracts in our PSU business. The Group policy is to consider each signiﬁcant debtor individually, within its relevant context, taking into account a number of factors. These factors include, but are not limited to, the political and economic conditions in the relevant country, the duration and quality of our relationship with the customer, the age of the outstanding debt and the customer's payment proﬁle with us, together with any relevant communication exchanges with the customer (and other relevant stakeholders) throughout the year.

How did the Audit Committee address the judgement?

The Committee addressed contract provisions by considering accounting judgements papers, presented by the CFO, at its August 2020, December 2020 and February 2021 meetings. We also held an additional informal meeting in July 2020 with the Board to allow for a detailed discussion of the impairment review and its impact on contract provisions. The papers presented at these meetings detailed the latest position of debtors outstanding (at the half year and year end respectively), including any cash received against amounts invoiced during the year and post the reporting period end, and gave an assessment of the likelihood of future receipts. The Committee discussed in detail the main changes during the period and assessed the adequacy of all the provisions, particularly in light of the impact of the COVID-19 pandemic and the low oil price on certain of Aggreko's customers. In assessing the adequacy of the Group's overall provision, consideration was given as to whether it was both sufﬁcient to cover the risks identiﬁed and also whether it was in excess of the risks identiﬁed. Historically, the Group has experienced a low levelof bad debt write-offs. However, we do operate in countries within our PSU business where customer payments are more unpredictable and volatile, and where political and economic conditions mean that there is a risk of default, and therefore the Group's bad debt history may not be indicative of potential future outcomes.

While the Audit Committee considered all of the most signiﬁcant PSU debtors, as noted below, its discussions focused on legacy debts in parts of Africa, Venezuela, Yemen and Brazil where the COVID-19 pandemic has created cash ﬂow, liquidity and, in some cases, future viability challenges. It is our judgement that the more challenging economic outlook post-COVID-19 for these customers is such as to require impairment of our residual balance sheet exposure. Speciﬁcally, this has resulted in an impairment across our PSU debtor book of £56 million, £54 million of which was used to reduce the carrying value of these debtors to £nil. More detail on this impairment is contained in Note 7 to the ﬁnancial statements.

The Committee also discussed the four customers whose net exposure was greater than $5 million, all of which are within our Africa business. We are in regular contact with these customers and remain conﬁdent that there is currently no material balance sheet exposure with respect to these debts.

In forming its view on the appropriateness of the Group's provision against its receivables balances, the Committee noted that PSU cash collections in the year were $483 million compared with amounts invoiced of $443 million, which provides strong evidence about the recoverability of debts with our current customers. The Committee also discussed the 15 most signiﬁcant debtors in the PSU business, which accounted for 82% (2019: 84%) of the total PSU overduedebtor value at 31 December 2020 (before taking into account provisions or payment security/guarantees).

At 31 December 2020, 90% (2019: 87%) of the PSU impairment provision (including an exceptional impairment of £56 million) related to these top 15 debtors. Among these debtors the Group had a net exposure, after taking into account provisions or payment securities/guarantees, of $10-20 million to one customer (December 2019: three customers), a net exposure of $5-10 million to three customers (December 2019: four customers) and a net exposure of less than $5 million to each of the others. At 31 December 2020, there were no customers to whom the Group had a net exposure in excess of $20 million (December 2019: two customers).

KPMG also reported on these contract provisions at both the August 2020 and February 2021 meetings in the context of its half year review and year-end audit. In addition, the Committee noted that the Executive Committee receives a report on contract exposures each month and has assessed the Group's processes for calculating and regularly monitoring contract risk provisions.

Conclusion and outcome

We concluded that the judgements and estimates with respect to the Group's contract provisions were reasonable and appropriate.

Overall, the PSU contract provision at 31 December 2020 was $157 million (2019: $81 million), with the increase mainly driven by the exceptional impairment detailed above, together with other speciﬁc provisions mainly relating to customers in Africa.

More information on our risk proﬁle and mitigation for failure to collect payment or to recover assets can be found on page 40.

Area of judgement Impairment review

The impact of the COVID-19 pandemic, the lower oil price and the consequent deterioration in the short- to medium-term economic outlook, together with the acceleration in the transition to lower-carbon technologies, were reviewed by the Committee and it was concluded that they presented impairment indicators for certain of the Group's assets. As a result, we completed a detailed review across all asset classes, which identiﬁed four speciﬁc areas for a non-cash exceptional impairment of £175 million, as summarised below: → Trade and other receivables (£67 million)

Reporting issue

→ Property, plant and equipment (net of exceptional gain on sale of £3 million) (£55 million)

→ Inventory (£36 million)

→ Other intangible assets (£17 million)

How did the Audit Committee address the judgement?

The Committee considered papers presented by the CFO at an informal meeting in July 2020 and at the scheduled meetings in August 2020 and February 2021. The papers presented in these meetings detailed the methodology used and the rigorous steps taken by management for each area of the balance sheet to ensure that all asset classes had been considered, not just those where an impairment was recorded, that the impairment review had a clear trigger and that adequate explanations and disclosures were provided. Given the size and nature of the impairment charge, the Committeeagreed that this should be treated as an 'exceptional item' within the reported operating proﬁt in our interim and year-end ﬁnancial statements. KPMG also reported on the impairment review at the August 2020, December 2020 and February 2021 meetings in the context of its half year review and year-end audit.

Conclusion and outcome

We assessed the appropriateness of the impairment review, ensuring that a trigger point was correctly identiﬁed, that all asset classes had received proper consideration and that the communication to the market was both thorough and clear. Further detail on the impairment review can be found in Note 7 to the ﬁnancial statements.

Strategic report

Governance

Financial statementsShareholder information

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Audit Committee report continued

In addition to the primary areas of judgement outlined in the table on the previous page, the Committee also paid close attention to the following items during its assessment of Aggreko's ﬁnancial reporting:

→ We assessed the appropriateness of a tax provision in relation to the ongoing dispute of a tax assessment in Bangladesh. We have strong legal opinion which supports our case; however, we recognise that this is a judgement issue due to the complexities and uncertainties of local tax legislation.
→ We considered the appropriateness of carrying a deferred tax asset in respect of tax losses in Brazil and our ability to use these in the foreseeable future, taking into account current forecasts and secured long-term contracts.
→ We received regular updates on the reinforcement of ﬁnancial controls in Eurasia following the balance sheet controls issues identiﬁed.
→ We continued to review the status of subsidiary statutory accounts in overseas jurisdictions in order to drive improvements in adherence to local reporting deadlines.

Following completion of the above steps, we agreed to recommend the approval of the 2020 Annual and Interim Reports to the Board.

Main activities of the Audit Committee during the year

Financial reporting

Aggreko plc AnnualReportandAccounts2020

During the course of the year, the Committee met with the external auditor and management as part of the 2020 Annual and Interim Report approval process. We reviewed the draft ﬁnancial statements and considered a number of supporting papers, including: information presented by management on the impairment review and signiﬁcant accounting judgements to ensure that all issues raised had been properly dealt with; key points of disclosure and presentation to ensure adequacy, clarity and completeness; external audit reports; documentation prepared to support the viability statement and going concern statements given on pages 41 and 112; and information presented by management on the process underpinning the fair, balanced and understandable assessment and conﬁrmation on page 97.

In November 2020, we received a letter from the Financial Reporting Council (FRC) explaining its thematic review of climate disclosures in annual reporting and noting that the Aggreko plc 2019 Annual Report had been included in the sample for review. The Committee noted that this was a limited scope review of Aggreko's climate disclosures and was based solely on our 2019 Annual Report. We were pleased that the FRC raised no questions or queries in relation to ourclimate disclosures, although four areas were noted where the FRC believed that users of the Annual Report would beneﬁt from improvements to existing disclosures. Following the announcement of our net-zero commitments on

17 November 2020, we have strengthened our climate disclosures across a number of areas of our 2020 Annual Report; we have also sought to address each of the points raised by the FRC review.

Fair, balanced and understandable reporting

Aggreko recognises its responsibility to present a fair, balanced and understandable assessment in all of our reporting obligations. This responsibility covers the Annual Report and extends to the Interim Report and other regulatory announcements. At the request of the Board, the Committee has considered whether, in its opinion, the 2020 Annual Report is fair, balanced and understandable, and whether it provides the information necessary for shareholders to assess the Group's position, performance, business model and strategy.

For the 2020 Annual Report, this process included:

→ Review in December 2020 of a summary paper on key messages and changes from 2019
→ Feedback provided by Committee members on a number of drafts during January and February 2021
→ Full draft provided to the Committee and Board seven days prior to the February 2021 meetings to enable time for review and comment and to provide a ﬁnal opinion
→ Comprehensive management and statutory accounts processes, with written conﬁrmations provided by the business unit senior management teams on the 'health' of the ﬁnancial control environment
→ Conﬁrmations provided by the business unit senior management teams that the Group performance review text is a fair reﬂection of their business and performance in 2020
→ A veriﬁcation process, involving our Internal Audit team, dealing with the factual content of the Annual Report
→ A key accounting judgements paper covering contract and tax provisions for 2020

Following its review, the Committee was of the opinion that the 2020 Annual Report is representative of the year and presents a fair, balanced and understandable overview, providing the necessary information for shareholders to assess the Group's position, performance, business model and strategy.

External auditor

The Committee is responsible for making recommendations to the Board in relation to the appointment of the external auditor. We also approve the audit plan, terms of engagement and fees, and assess its effectiveness.

Audit plan

KPMG presented its audit plan at the July 2020 meeting and an update at the December 2020 meeting, setting out the scope and objectives of the audit, together with an overview of the planned approach, an assessment of the Group's risks and controls, proposed areas of audit focus and coverage. In setting the audit plan, KPMG works with internal audit and management at a Group and business unit level to identify risk areas for the audit to determine where its effort should be focused.

KPMG carried out its work using an overall materiality of £8 million, as stated in its report on page 102, and conﬁrmed that unadjusted audit differences were not material. We also agreed with the external auditor that it would inform us of any unadjusted misstatements above £0.4 million, as well as misstatements below this amount that warranted reporting for qualitative reasons.

Tenure

KPMG was appointed by shareholders as the Group's Statutory Auditor in 2016 following a formal tender process. The external audit contract will be put out to tender at least every 10 years. The current Audit Partner rotated off the engagement at the conclusion of the 2020 audit, having completed a 5-year engagement, and the Committee Chair was involved in the selection of the replacement Audit Partner. The Committee recommends the appointment of KPMG for 2021. We believe the independence and objectivity of the external auditor and the effectiveness of the audit process are safeguarded and strong. The Company has complied with the Statutory Audit Services Order for the ﬁnancial year under review.

Effectiveness

The Committee met with KPMG on a number of occasions without management present and the Committee Chair also maintained regular contact with the Audit Partner throughout the year. This enabled the Committee to closely monitor its work, ensure independence was maintained and a successful external audit of the 2020 Annual Report was carried out.

We also used an internal questionnaire sent in December 2020 to Committee members, CFO, Group Functional Heads, Business Unit Finance Directors and a selection of Business Unit Heads of Finance (where a full scope audit had been undertaken in the year. Respondents were asked to rate KPMG's effectiveness in a number of areas,

Strategic report

including quality of processes, audit team, audit scope and communications. Results were collated and presented at the February 2021 meeting of the Committee for discussion. Management concluded that both KPMG and its audit processes are considered to be effective, and that a good working relationship is complemented by a sufﬁciently rigorous and challenging audit approach. The Committee concurred with this view.

Non-audit services

To safeguard the objectivity and independence of the external auditor from becoming compromised, the Committee has a formal policy governing the engagement of the external auditor to provide non-audit services, which we review on a two-yearly basis. Non-audit services are normally limited to assignments that are closely related to the annual audit or where the work is of such a nature that a detailed understanding of the Group is necessary.

Any proposal to use the external auditor for non-audit work requires prior approval of the CFO and, depending on the nature of the service and fee involved, authorisation may also be required from the Committee Chair or the full Committee.

Non-audit fees are monitored by the Committee and this year we were satisﬁed that all non-audit work undertaken was in line with our policy and did not detract from the objectivity and independence of the external auditor. The majority of the non-audit work carried out by KPMG during the year related to the June 2020 Interim Review and impairment review. In 2020, we spent £1,631,000 on audit fees (2019: £1,442,000) and £67,000 on non-audit fees (2019: £51,000); this accounted for 4% (2019: 4%) of the overall audit fee for the year. Further details of the fees paid to the external auditor are set out in Note 6 to the Accounts.

The non-audit services policy is available on our corporate websitewww.plc.aggreko.com

Risk management and internal control The objective of our risk framework is to provide the Board, Audit Committee and Executive Committee with a useful management tool to capture, assess and proactively manage the risks we face. Our risk management process also ensures that we take account of our business model and strategy to ensure alignment with our risk appetite, framework and controls. In turn, this enables us to fully comply with the UK Corporate Governance Code requirement for a viability statement. The process is designed to manage rather than eliminate risk, and can only providereasonable and not absolute assurance against material misstatement or loss.

The Board assumes ultimate responsibility for the effective management of risk across the Group, determining our risk appetite as well as ensuring that each business unit implements appropriate internal controls. The Board has delegated responsibility for oversight of risk management to the Committee.

The Committee provides oversight by reviewing the effectiveness of the Group's systems for risk management, internal control and ﬁnancial reporting. In 2020, we worked closely with the Group Risk Committee, receiving regular reports which enabled us to review and challenge the risk management framework, review the effectiveness of the control environment and approve the methodology for the viability statement.

The Committee also maintains a programme of in-depth review into speciﬁc ﬁnancial, operational and regulatory areas of the business. These reviews are critical to the role of the Committee, as they allow us to meet key members of the management team and provide independent challenge to their activities. Agenda items in 2020 included:

→ Reviewing our cyber security arrangements with the Chief Information Ofﬁcer and Director of IT Operations and Security to understand progress against our security programme
→ Receiving a detailed presentation on the management of ﬁnancial risk in our Power Solutions business, focusing on the capabilities of the ﬁnance leadership team, the status of statutory account ﬁlings, outstanding internal audit actions and the results of the ﬁnancial control checklist
→ Reviewing the management of ﬁnancial risk in our Tax team with the Director of Tax
→ Receiving a detailed presentation on the internal control environment in place to protect the business from material risks identiﬁed; management is responsible for establishing and maintaining adequate internal controls over ﬁnancial reporting and the Committee has responsibility for ensuring the effectiveness of those control - in 2020, the Committee continued to receive assurance that ﬁnancial controls were in place for items on the Group Register
→ Receiving regular updates on the reinforcement of balance sheet controls following the issues identiﬁed by management in Eurasia as part of its year-end close process for 2019
→ Reviewing the remediation plan following a controls issue identiﬁed during the year in Angola, where certain month-end processes had not been completed properly for several months

The Committee has completed its review of the effectiveness of the Group's system of internal control, including risk management, during the year and up to the date of this Annual Report in accordance with the requirements of the Guidance on Risk Management, Internal Control and related Financial and Business Reporting published by the FRC. Beyond the issues identiﬁed in Eurasia, as noted above, together with less material control breakdowns in Angola, the Committee conﬁrms that no signiﬁcant failings or weaknesses were identiﬁed in the review for the 2020 ﬁnancial year and allowed us to provide positive assurance to the Board to assist it in making the statements required by the UK Corporate Governance Code. Where areas for improvement were identiﬁed, processes are in place to ensure that the necessary action is taken and that progress is monitored.

Viability statement

The Committee reviewed management's work in conducting a robust assessment of those risks which could threaten our business model and the future performance or liquidity of Aggreko, including our resilience to the threats of viability posed by those risks in severe but plausible scenarios. This assessment included stress and sensitivity analyses of these risks to enable us to evaluate the impact of a severe but plausible combination of risks. We then considered whether additional ﬁnancing would be required in such eventualities. We also considered the review period and alignment with the Group's strategic plans and internal long-term forecasts. Based on this analysis, we recommended to the Board that it could approve the viability statement included on page 41.

Internal audit

Monitoring and review of the scope, extent and effectiveness of the activity of internal audit is an agenda item at each Committee meeting. We approve the annual audit plan prior to the start of each ﬁnancial year and receive a detailed report from the Group Internal Audit Director on audit activities, audit results and remedial actions at each meeting. The audit plan is risk-based and includes themed reviews based on an assessment of the strategic risks faced by the Group along with cyclical coverage of key business processes and locations. We also speciﬁcally followed up on a selection of areas where audit actions were outstanding to ensure that the overall control environment was still adequate.

The Committee assessed the effectiveness of the internal audit function by reviewing its reports, progress against the 2020 plan and meeting with the Director of Internal Audit without management being present.

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Financial statementsShareholder information

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68 Remuneration

Remuneration Committee report

The principal role of the Remuneration Committee is to determine the remuneration for Executive Directors and Executive Committee members. We also oversee Aggreko's overall remuneration policy and practice for the wider workforce.

Barbara Jeremiah

Remuneration Committee Chair

Attendance in 2020

Meetings attended/
No. of meetings
Members in 2020	Position	eligible to attend
Barbara Jeremiah	Committee Chair and Independent
Non-executive Director	4/4
Mark Clare	Independent Non-executive Director
and Chair Designate	2/2
Ken Hanna	Chairman, Aggreko plc	4/4
Uwe Krueger	Senior Independent Director	4/4
Ian Marchant	Independent Non-executive Director	4/4

Areas of activity in 2020

→ Determined outcomes for the 2019 Annual Bonus for ﬁnancial and personal/strategic objectives (February 2020)
Aggreko plc AnnualReportandAccounts2020
→ Set targets for the 2020 Long-term Incentive Plan (LTIP) and Annual Bonus Plan (subsequently cancelled), both ﬁnancial and personal/strategic objectives (February 2020)
→ Approved awards under the 2020 LTIP (February 2020)
→ Considered the impact of COVID-19 on the Executive and all employee remuneration arrangements
→ Oversaw workforce remuneration and related policies and received feedback from workforce engagement, including site visits, undertaken by the Ethics & Corporate Responsibility Committee in 2020
→ Consulted with major shareholders and governance bodies on our new remuneration policy to apply from 2021

→ Ensured compliance with the revised

FRC UK Corporate Governance Code

(Code) in respect of remuneration Areas of focus for 2021

→ Reﬂect feedback from shareholder consultation in proposed amendments to incentive arrangements
→ Secure shareholder approval for new remuneration policy at the 2021 AGM
→ Set targets for the 2021 Annual Bonus Plan, both ﬁnancial and personal/ strategic objectives
→ Approve awards under the 2021 restricted stock plan (RSP)
→ Ensure continued compliance with the Code in respect of remuneration, to include a market and governance update from our remuneration consultantsRemuneration Committee terms of reference:www.plc.aggreko.com

Introduction by Barbara Jeremiah, Remuneration Committee Chair

Dear shareholders

On behalf of the Board and the Remuneration Committee, I am pleased to present our Remuneration Committee report for 2020. This past year presented many challenges to Aggreko and the Board, including how to fairly compensate our employees who have worked tirelessly to support our customers and communities in the midst of the pandemic.

This report includes my annual statement, our annual report on remuneration and the proposed 2021- 2024 remuneration policy (the 2021 Policy). Our 2021 Policy will be submitted to shareholders for approval at our Annual General Meeting (AGM) on 22 April 2021. The annual report on remuneration and this annual statement will be subject to an advisory vote at our AGM. Details of the proposed changes to the policy are set out on page 72.

Annual remuneration statement on page 68

Annual report on remuneration on page 77

2021 Policy on page 85

COVID-19 context

The COVID-19 pandemic has had an unprecedented impact on all of us.

We made an early commitment to prioritise our employees and protect jobs so that we can emerge from the pandemic as a stronger and even more resilient company. The Company has not made any redundancies as a direct result of the pandemic and our salary structure has remained in place with no reductions due to COVID-19. Job losses and any new hires (which have been minimal in 2020) have been part of our normal response to changes in demand for our services and the continuing drive for efﬁciencies in our operations. We have not taken any UK government ﬁnancial support or loans. Our investments in technology infrastructure have stood us in good stead and allowed us to seamlessly pivot to more than half our people working from home. Employee engagement has remained high throughout the pandemic and continued ﬂexible working arrangements will contribute to further improving how we work together.

Strategic report

We started the year reporting a good set of 2019 results and our business has remained ﬁnancially strong throughout the crisis. In recognition of the economic situation and the experience of the Company's wider stakeholders, the Executive Directors voluntarily deferred 100% of their 2019 annual bonus into Aggreko shares for three years (25% of the total bonus is usually deferred in Aggreko shares for three years). The Committee commended this gesture, which demonstrated not only leadership but acknowledgement from the Executive Directors of the extraordinary circumstances of 2020.

Our performance in 2020 was negatively impacted by the pandemic, but the Company's ﬁnancial strength remained robust. We have resumed dividend payments and paid a dividend of 5 pence per share on 1 October 2020.

However, given the need to be cautious on variable remuneration, we took the decision to cancel the 2020 annual bonus for all employees, thus Chris Weston, Chief Executive Ofﬁcer and Heath Drewett, Chief Financial Ofﬁcer will not receive a bonus for 2020. Our ﬁnancial performance is set out on page 24.

After consideration, the Remuneration Committee determined that the 2020 LTIP grants would be maintained at 250% of salary at grant. We acknowledge that, in common with many other companies we saw a signiﬁcant fall in our share price due to external factors. Under the LTIP rules, the Remuneration Committee has full discretion to ensure that the ﬁnal outturns reﬂect all relevant factors, including consideration of any windfall gains, so the value delivered to Executive Directors will remain appropriate relative to the performance of the Group, shareholder experience and wider workforce impact over the entire period.

Changes in remuneration policy

This year we will ask our shareholders to approve a new remuneration policy for Executive Directors at our AGM and full details of the policy are set out on pages 85 to 92. A short summary of the background to, and the reasons for, the proposed changes to the Company's Executive remuneration policy follows.

Remuneration policy review

During the past year, the Committee began their review of the three-year policy approved by shareholders in 2018, examining the remuneration framework, both its performance and its continued utility. The aim of our remuneration policy is to provide a simple structure that:

→ Aligns remuneration with our strategy to drive the long-term success of the Company;
→ Aligns with the Company's culture and broader reward framework;
→ Ensures that the Company can continue to attract, retain and motivate quality leaders; and
→ Avoids paying more than the Committee considers necessary.

The 2018 policy followed the withdrawal, in 2017, of a proposed policy that included a hybrid of restricted stock and more traditional performance shares. We continue to believe that restricted stock is appropriate to Aggreko's business model given the cyclical nature of our business which means we do not plan for year-on-year growth in the same way as some other businesses.

During our quarterly market update on 17 November 2020, we shared an ambitious 10-year plan to replace fossil diesel fuel with alternative, cleaner fuels; to continue investing in energy storage and incorporating renewable next generation technology in our portfolio; and investing in distribution equipment to leverage green grid power. Full details are set out on page 07. This plan is the key to reshaping the group for the future to achieve our goal of leading the sustainability agenda among temporary power suppliers and better managing our assets - people, power and technology - for our shareholders and wider stakeholders. Our energy transition impacts the way in which we will deliver power and temperature control to all our customer segments. We will continue to identify technology and practices that will support reduction in carbon and emissions intensity when providing solutions for our customers. This transformation will take several years. To achieve this, we want our Executives to think and act as shareholders - to take a long-term perspective to ensure we take the right decisions today and drive behaviours consistent with our refreshed purpose statement and our strategic priorities. We continue to believe that our Executives are best aligned with shareholders in delivering long-term success during a period of fundamental change in our industry by owning Aggreko stock through a restricted stock plan.

Restricted stock proposal

Against this strategic background, we believe that the remuneration in the form of restricted stock, granted at a smaller ﬁxed vesting level, better supports the stewardship role of management in these potentially volatile circumstances. This will be all the more so, given that the ultimate value received will be dependent upon share price movement and, therefore, the wider shareholder experience.

Our proposed Restricted Stock Plan (RSP) (which will be our only long-term incentive going forwards) will operate on the following basis:

→ Replace LTIP with restricted stock at a 50% reduction from the potential current value (i.e. the two Executive Directors' awards will reduce from 250% of salary to 125%).
→ Create performance underpins, whereby an award will not vest unless performance is sufﬁcient to warrant vesting.
→ Vesting will be at the Committee's discretion, and awards will be reduced if ROCE, revenue growth (both referencing 2019 performance) and/or delivery of the Board's agreed strategy for the repositioning of our environmental impact is not considered by the Committee to be at an acceptable level. An assessment will be made by the Board taking into account the long-term targets we set out in November 2020 for the next decade.
→ Awards will be contingent on employment (with one-third contingent on employment to each of the third, fourth and ﬁfth anniversary of grant) and only released on the ﬁfth anniversary of grant.
→ A similar plan will apply across the broad management population of approximately 125 individuals.
A detailed question and answer section is set out on page 73

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Other changes

In addition to the proposal to introduce a restricted stock plan to replace the performance share plan, we propose revisions to other elements of pay to reﬂect evolving market practice and shareholder expectations as well as to comply with the 2018 UK Corporate Governance Code.

Pensions: In our 2019 Remuneration Committee report, we made a commitment to align the pension rates for Executive Directors with those available to the workforce. Any new Executive Director's allowance will be set at a rate (when expressed as a percentage of salary) no higher than the rate available to the majority of colleagues either in the UK or in the jurisdiction in which the Executive resides - currently 9% for the majority of the UK workforce. Both Chris Weston's (Chief Executive Ofﬁcer) rate (currently 24% of salary) and Heath Drewett's (Chief Financial Ofﬁcer) rate (currently 20%) will reduce to the rate applicable to the UK workforce generally with effect from 1 January 2023.

Post-cessation share ownership guidelines: In light of evolving market practice and to comply with the Code, we shall introduce a post-cessation share ownership requirement. Executive Directors will be expected to maintain a minimum shareholding of 250% of salary (or actual shareholding if lower) for the ﬁrst year following stepping down as an Executive Director and 125% of salary for the second year. The Committee will have the discretion to permit release of shares from this requirement if it is no longer considered appropriate in the circumstances.

Bonus deferral: As a rule, not less than 25% of bonus payments will be deferred into shares. Starting in 2021, 50% of bonus payments will be cash and 50% deferred into shares and released after three years. The Committee will periodically review the amount of deferral, relative to the share ownership levels of each Executive Director.

Aggreko plc AnnualReportandAccounts2020

Other elements of the policy: No changes are being proposed to any other elements of the remuneration policy. When considering the remuneration arrangements for the Executive Directors and the Executive Committee, the Committee continues to take into account remuneration throughout the Group to ensure alignment of executive remuneration with the wider workforce. For example, we will introduce an RSP that will operate for the next 125 or so senior managers.

Further details can be found on pages 72

Full details of the new policy are set out in the Policy report on pages 85 to 92

Summary of 2020 performance outcomes

The Committee set challenging targets for 2020 and were it not for the effects of COVID-19 on the business, the Company would have been on track to have performed well against these stretching targets. However, the Company took an early decision when the likely impact of the pandemic ﬁrst became apparent to focus on sustaining the business, servicing its customers and protecting jobs. In this context the Committee with the support of the Executive Directors determined, in April 2020, that no bonuses would be payable for either Executive Director or for the wider workforce in respect of 2020 performance.

Further details can be found on page 77

LTIP awards granted in May 2018 did not meet the performance targets, so these awards will lapse in full.

Full details are set out on page 78

All of these outcomes reﬂected the operation of our incentive programme formulas without the exercise of any discretion by the Committee.

Implementation of the policy for 2021 (subject to approval by shareholders)

Base salary

Due to the ongoing impact of COVID-19, no salary increase is proposed for the Executive Directors. The salaries of both Executives will be reviewed again in December 2021.

Annual bonus

The annual bonus for 2021 for Executive Directors will operate on a similar basis as in 2020, with ﬁnancial performance accounting for 80% of the total opportunity and the remaining 20% measured against personal/strategic objectives.

In order to reﬂect the importance of capital efﬁciency in Aggreko we have added to the ﬁnancial performance element this year an adjusted operating proﬁt (AOP) measure set at 25% of the total opportunity. The remaining 55% of the 80% ﬁnancial performance remains measured against diluted earnings per share (D-EPS).

Further details can be found on page 74

Restricted Stock Plan (RSP)

As noted earlier, awards under the LTIP will be replaced with awards of restricted stock at a maximum level of 125% of salary.

Further details can be found on page 74

Engagement with stakeholders

We remain committed to engagement with our shareholders to ensure an open and transparent dialogue on the issue of executive remuneration arrangements at Aggreko.

During the last several months, I engaged with most of our top 20 shareholders and key institutional investor bodies on our proposed changes to the Directors' remuneration policy. I am very pleased with the level of shareholder support received for the adoption of the RSP with many shareholders commenting that they believe it is the right incentive to support our strategy and more closely align Executive Directors' remuneration with the shareholder experience. Shareholders were also supportive of the steps we have taken to align with best practice, particularly the changes to pensions and the introduction of post-employment shareholding guidelines.

Our people set us apart and engaging with the workforce in a meaningful way is critical. Our CEO has provided regular video and email updates throughout the year. This includes our "Plan on a Page" which is used as a basis to set personal objectives for all employees in the annual bonus plan.

Employees have the opportunity to participate in our Be Heard survey on all topics including compensation, with every employee being provided with a summary of their local team's response to enable us to reﬂect on our collective feedback and take action. The Committee has supported a set of reward principles which have been communicated widely as a means of increasing transparency on remuneration. Non-executive Directors have also conducted site visits and a number of focus groups, mainly remotely due to COVID-19 considerations, with employees in the UK, Africa, Latin America and North America, and we will continue to explore ways in which the Board can extend engagement with the workforce. See page 48.

In conclusion

I would like to thank shareholders for all their feedback over the last few months and welcome any further feedback. We look forward to receiving your support of the proposed new Directors' remuneration policy and Directors' remuneration report at the AGM in April, and should you wish to discuss any elements of this, please contact me via the Company Secretary's ofﬁce.

Yours faithfully

Barbara Jeremiah Remuneration Committee Chair

Our remuneration at a glance

Summary of 2020 remuneration

Our aim

The aim of Aggreko's remuneration policy is to support our strategy and drive the long-term success of the Company.

The following table summarises how the policy was applied in 2020 and the components making up the reported single ﬁgure on page 77.

Fixed

Variable

Other

1 For both Executive Directors, for the ﬁrst time since joining Aggreko, their salaries were reviewed by the Committee in December 2019. The increases were in line with the budgeted level set for the wider UK workforce in 2020.
2 Any change in reported value reﬂects the cost of provisions rather than a change in the level of beneﬁts.
3 The 2018 LTIP award which is due to vest in May 2021 is subject to performance conditions over three years, ending on 31 December 2020, with 50% of the award subject to D-EPS and 50% of the award subject to ROCE.

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Element of remunerationHow the policy worksHow it was implemented in 2020

Total single ﬁgure (% change from 2019)

CEO

CFO

Salary

To pay at an appropriate level in the talent market(s) relevant to each individual

Increase of 2% with effect from 1 January 2020 1

£765,000

£469,200

(2%)

Cap of £900,000

Beneﬁts

To provide market-normal beneﬁts

Not expected to exceed 20% of salaryMarket-competitive insured beneﬁts and company car allowance

£29,801 (9.7%)2

£20,918

(8.1%)1

Pension

Deﬁned contribution and/ or cash in lieu

Between 20% and 30% of salary (with no more than 20% for new hires)

24% of salary cash supplement for the CEO and 20% of salary for the CFO

£183,600 (-18.4%)

£93,840

(2%)

The rate for Chris Weston was reduced for 2020 from 30% of salary to 24%

Annual bonus

Reward for delivery of annual targets

Cap of 175% for Executive Directors 75% paid in cash, 25% deferred into shares for three years

No bonus plan for 2020 2019 bonus was deferred in full into shares

0% of maximum 0% of maximum

(see page 77)

£0 (-100%)

Long-term incentives

2020 LTIP grant subject to pre-vest performance conditions over three years 50% subject to D-EPS 50% subject to ROCE Legacy awards continue on their terms

2018 LTIP award: subject to continued service, due to vest in May 20213

0% of maximum 0% of maximum

(see page 78)

£0 (0%)

D-EPS 0% vesting ROCE 0% vesting

Sharesave

All-employee scheme Savings capped at £500 per month

2020 Sharesave exercisable from January 2024

£10,936

Options granted at a discount of 20%

Total

£989,337 (-35.7%)

£594,894

(-33.9%)

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stnemetats laicnaniFnoitamrofni redloherahSAggreko plc AnnualReportandAccounts2020

Proposed new policy for 2021

The following table summarises the updated policy being proposed to shareholders which, if approved, will be operated from the 2021 AGM until the 2024 AGM unless an alternative policy is approved by shareholders earlier. The formal policy is set out, commencing on page 85:

Aggreko plc AnnualReportandAccounts2020

Element of remunerationHow the policy works Changes from previous policy
Salary	To pay at an appropriate level in the talent market(s) relevant to each individual None Cap of £900,000
Beneﬁts	To provide market-normal beneﬁts Not expected to exceed 20% of salaryNone
Pension	To provide relevant statutory beneﬁts in the market in which the individual is employed Deﬁned contribution and/or cash in lieu New hires to be aligned with the average for UK staff (subject to periodic review but currently 9%) Allowance for any new Executive Director set at a rate no higher than the rate available to the majority of colleagues either in the UK or in the jurisdiction in which the Executive resides. Set at a cap of 24% for incumbent CEO and 20% for incumbent CFO and to be reduced to the rate applicable to the UK workforce generally, with effect from 1 January 2023 (currently 9%) Between 20% and 24% of salary of incumbent Executives to reduce to the average for UK staff on 1 January 2023
Annual bonus	Reward for delivery of annual targets Cap of 175% for Executive Directors At least 70% linked to ﬁnancial measures 75% paid in cash, 25% deferred into shares for three years Bonus payments will be delivered as to not less than 25% deferred into shares although the current intent is for 50% to be typically delivered in cash and 50% deferred into shares and released after three years
Long-term incentives	Align the interests of management with those of shareholders New Restricted Stock Plan (RSP) to operate from 2021 A new Restricted Stock Plan (RSP) will be operated and awards granted to Executive Directors from 2021 onwards Annual grant limit of 125% of salary Vesting of awards contingent on: → Service to third, fourth and ﬁfth anniversaries of grant (as to one-third of the award each) Vesting of RSP awards subject to an underpin such that award will only vest to the extent that performance warrants it Further details are set out in our Q&As section on page 73 → Assessment of the underpin on the third anniversary of grant Shares only released following ﬁfth anniversary of grant. Good leavers pro-rated to the vesting dates set out above Legacy LTIP awards continue on their terms
Share ownership guidelines	To support shareholder alignment Minimum requirement of 250% of salary Post-cessation guidelines of 250% of salary for one year and 125% of salary for a second yearIntroduction of post-cessation guidelines The Committee will have the discretion to release if no longer appropriate in the circumstances Shares will be valued at the higher of value on departure and their value over the two-year retention period Shares vesting from RSP grants from 2021 onwards and any bonus deferred relating to the 2021 bonus year onwards will be lodged in escrow to provide an enforcement mechanism

Variable Fixed

The rationale for these changes is set out in the Statement from the Committee Chair on pages 69 and 70.

Formal caps have been included in each element of pay (these are caps and do not reﬂect any form of aspiration).

Restricted Stock Plan (RSP) - Q&As

Why are you changing your long-term incentive arrangements?

For several years, we have considered that restricted stock is appropriate to Aggreko's business model, given the inherently cyclical nature of the business which means we do not plan for year-on-year growth in the same way as some other industries. Similarly, our energy transition strategy will impact the way in which we will deliver power and temperature control to all our different customer segments. We will continue to identify technology and capability pathways that will support a reduction in carbon and emissions intensity when providing solutions for our customers. This is a long-term initiative which needs executive management to take a long-term perspective to ensure the right decisions are taken today.

Strategic report

We continue to believe that our Executives will be best aligned with shareholders in delivering long-term success during a period of fundamental change in our industry through restricted stock, which inherently provides a signiﬁcant interest in delivering long-term sustained shareholder value alongside our long-term investors.

We have also taken into account the clear views of institutional shareholders, proxy advisory agencies and specialists in the area of executive remuneration that the quantum of executive pay packages should be reduced. Our proposed RSP will result in a reduced level of total potential pay for our Executive Directors by ending the LTIP. The RSP will also align our Executive Directors with many of our senior executives below Board level, for whom similar arrangements have been in place previously.

Taking all of the above into consideration, we feel that the RSP offers shareholders and participants a simple, clear and understandable long-term reward structure.

Governance

What are the key features of the RSP?

→ Reduced policy award levels at a 50% reduction from the potential current value (i.e. the maximum potential Executive Director awards would reduce from 250% of salary under the current LTIP to 125% under the RSP)
→ RSP awards will be contingent on employment, vesting in three equal tranches on the third, fourth and ﬁfth anniversaries of grant and only released on the ﬁfth anniversary of grant
→ No performance conditions giving clarity of outturn
→ Vesting of RSP awards subject to performance underpins, whereby an award will not vest unless performance is sufﬁcient to warrant a vesting at this level

What is a negative performance underpin and why are you applying it?

An underpin is included to ensure that a minimum level of performance is achieved before an award vests. We are aware that the typical operation of restricted share schemes would not include an underpin (certainty of vesting outcome being the trade-off for the reduced quantum of awards).

Financial statements

Having considered feedback from those shareholders that we consulted with, the Board has decided to apply a set of negative performance underpins to RSP awards which will allow the Remuneration Committee to reduce vesting outcomes if certain key metrics are not considered to be at an acceptable level. The default assumption will be that RSP awards will vest, unless these measures have fallen below the standards anticipated by the Remuneration Committee. The Board considers this an appropriate protection to ensure that our Executive Directors do not receive payment for failure.

What underpins will you be applying?

Vesting will be at the Committee's discretion, and awards will be reduced if ROCE, revenue growth and/or delivery of the Board's agreed strategy for the repositioning of our environmental impact is not considered by the Committee to be at an acceptable level. An assessment will be made by the Board taking into account the long-term targets we set out in November 2020 for the next decade, with assessment of ROCE and revenue growth having regard to performance in 2019 as the basis for such assessment.

Why have you reduced the RSP policy award level by 50% compared with the old LTIP?

As noted above, the RSP trades the size of awards for certainty of vesting. We consider that the stability of a smaller ﬁxed vesting level, with the ultimate value received dependent upon share price movement and therefore fully aligned with the shareholder experience, better supports the stewardship role of management in these potentially volatile circumstances.

Shareholder information

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Implementation of remuneration policy in 2021

Base salaries

Chris Weston and Heath Drewett's base salaries were reviewed by the Committee in December 2020; their salaries will remain unchanged for 2021. The Committee intends to next review the salaries of both these Executive Directors in December 2021 to take effect from January 2022.

The base salaries for Executive Directors as at 1 January 2021 and 1 January 2020 were as follows:

1 January 2021	Increase*	1 January 2020
Executive Director	Position	£	%	£
Chris Weston	Chief Executive Ofﬁcer	765,000	0	765,000
Heath Drewett	Chief Financial Ofﬁcer	469,200	0	469,200

* The average increase across the Group for 2020 was 1.6%. The majority of employees received no increase.

Pensions and beneﬁts

Pension allowances will reduce to a rate (when expressed as a percentage of salary) no higher than the rate available to the majority of colleagues either in the UK or in the jurisdiction in which the Executive resides - currently 9% for the majority of the UK workforce - with effect from 1 January 2023. This transition for the incumbent Chief Executive Ofﬁcer began in 2020 with Chris Weston's pension reducing from 30% to 24% in 2020. Heath Drewett's rate is currently 20% of salary. Any new Executive Director's allowance would be set at the rate applicable to the jurisdiction in which the Executive resides. Beneﬁts will continue in line with policy.

Annual bonus

The Committee set annual bonus targets for the Executive Directors as follows:

Personal


Total max
Executive	bonus	Max bonus	bonus
Director	% salary	% salary	% salary
Chris Weston	175	96.25	48.125
Heath Drewett	175	96.25	48.125

D-EPS growth	AOP*	objectives
On-budget	On-budget
Max bonus	bonus	Max bonus
% salary	% salary	% salary
43.75	21.875	35
43.75	21.875	35

* Adjusted Operating Proﬁt (AOP) is the Group's annual operating proﬁt ﬁgure adjusted up or down by applying a credit or charge based on the level of Net Operating Assets (NOA) within the Group compared to budget. Net Operating Assets are a business's operating assets minus its operating liabilities.

The personal objectives were set individually for each Director. All include agreed outcomes for set strategic objectives speciﬁc to their role.

Consistent with the Code, the Committee has appropriate discretion to adjust any formulaic result if it concludes that it is not appropriate in all the circumstances. The Committee will also have regard to any safety concerns.

We do not disclose full details of the personal/strategic objectives for the Executive Directors or the ﬁnancial targets in this report, as we consider them to be commercially sensitive. It is, however, our intention to disclose retrospectively these targets in next year's annual report on remuneration.

50% of any bonus payments will be cash and 50% deferred into shares and released after three years.

Restricted Stock Plan (RSP)

The Committee proposes to approve the grant of 2021 RSP awards to Executive Directors with a face value of 125% of salary. For the 2021 RSP awards, an underpin will apply so that the Committee may reduce the vesting outturn if ROCE, revenue growth and/or delivery of the Board's agreed strategy for the repositioning of our environmental impact is not considered by the Committee to be at an acceptable level. An assessment will be made by the Board taking into account the long-term targets we set out in November 2020 for the next decade, with assessment of ROCE and revenue growth having regard to performance in 2019 as the basis for such assessment.

Initial awards are expected to be granted in April 2021, subject to approval of the new remuneration policy for Executive Directors at the 2021 AGM.

As with the annual bonus, consistent with the Code, the Committee has appropriate discretion to adjust any formulaic result if it concludes that it is not appropriate in all the circumstances.

Aggreko plc AnnualReportandAccounts2020

Remuneration in context

How our remuneration policy relates to reward in the wider employee context

The Committee has clear line of sight and oversight of workforce remuneration and related policies when setting policies of Executive Director remuneration and to enable it to advise the Board whether Company policies and practices support culture and strategy. The Group People Director and Group Director of Reward support the Committee in this and at the August meeting of the Committee provided an overview of annual pay in Aggreko. Throughout the year, the Committee reviews the frameworks and budgets for key components of the wider workforce remuneration, together with the broader structure of Group bonus arrangements, which ensures appropriate alignment with executive pay arrangements. The Committee, as members of the Board, has oversight of the annual Be Heard survey. The Committee has direct engagement with the workforce through focus groups and team meetings, and receives feedback from workforce engagement undertaken by the Ethics & Corporate Responsibility Committee. The Chair of the Committee is also a member of the Ethics & Corporate Responsibility Committee.

Strategic report

The Committee considered the impact of COVID-19 on executive and wider employee pay. In April 2020, the 2020 annual bonus and salary review process were cancelled, to preserve our ﬁnancial position and protect jobs. These measures were implemented across the Group and the Committee kept the position under review to ensure a fair and balanced approach to remuneration.

Employee engagement

Share ownership - employees in a number of countries in which we operate are offered the opportunity to participate in our Sharesave plan - nearly 70% of our workforce.

Governance

Pay and bonus budgets - the Committee notes the total budgeted salary and bonus expenditure for all Aggreko employees, ensuring reward principles are aligned throughout the business.

Direct engagement with our people - we will let our colleagues know about the 2020 Annual Report through our global communication channels and invite questions and comments through our internal social media platform, Yammer.

Chief Executive Ofﬁcer's pay ratio

In line with new reporting requirements, the table below discloses the ratios which compare the total remuneration of the CEO to the remuneration of the 25th, 50th and 75th percentile of our UK employees. The ratio pay has been calculated using the statutory method A approach - the general preference of institutional shareholders and most robust way the Committee believes for it to calculate the ratios from the options available in the regulations. This method is calculated in line with the methodology for the single total ﬁgure of remuneration for the CEO set out on page 77. The best equivalents for the three UK employees whose rates of pay were at the 25th, median and 75th percentiles were selected, with a small number of employees around each quartile reviewed, to ensure that the employees chosen at the three percentile points were representative of the pay of the workforce at each quartile. The disclosure will build up over time to cover a rolling 10-year period.

Financial statements

25th percentile	50th percentile	75th percentile
Year	Method	ratio	ratio	ratio
2020	Method A	29 : 1	20 : 1	14 : 1
2019	Method A	44 : 1	30 : 1	21 : 1

Throughout 2020, the Committee has reviewed the framework for key components of the wider workforce remuneration and taken these into account when setting policies of Executives' remuneration. The Committee is, therefore, satisﬁed that the median pay ratio for 2020 is consistent with the pay policies for Aggreko's UK employees as a whole. Consistent with practice elsewhere, Executives have a greater proportion of their overall pay subject to performance than other staff. Accordingly, the ratio will ﬂuctuate each year, driven largely by the variable pay outcome for the CEO, which will signiﬁcantly outweigh any other changes in pay at Aggreko. This is particularly relevant for the 2020 ﬁnancial year where remuneration paid to the CEO was signiﬁcantly lower due to the cancellation of the bonus. The ratio is likely to be materially higher in following years. For the delivery of an on-target bonus and LTIP vesting (ignoring share price appreciation), the median ratio would have been 30.

The following table shows the total pay and beneﬁts and the salary component of this for the employees who sit at each of the three quartiles in 2020.

Shareholder information

Total pay and beneﬁts	Base salary
25th percentile	£34,677	£27,461
50th percentile	£48,927	£38,091
75th percentile	£70,710	£56,000
CEO	£989,337	£765,000

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Annual percentage change in remuneration of Directors and employees

The table below shows the percentage change in remuneration (salary, beneﬁts and annual bonus) of the Directors and employees of the business between the 2019 and 2020 ﬁnancial years. This is the ﬁrst year under which this reporting requirement is applicable for the Company. Over subsequent years this will build up to a rolling ﬁve-year period.

% change from 2019 to 20201
Salary or fees	Beneﬁts	Bonus
Aggreko plc employees2	1.5%	8.2%	-99.8%
Aggreko Group Functions employees3	2.3%	11.0%	-98.5%
Executive Directors:
Chris Weston	2%	9.7%	-100%
Heath Drewett	2%	8.2%	-100%
Non-executive Directors:
Ken Hanna	0%	N/A7	N/A
Nicola Brewer	0%	N/A	N/A
Mark Clare4	N/A	N/A	N/A
Barbara Jeremiah	0%	N/A7	N/A
Uwe Krueger5	N/A	N/A	N/A
Sarah Kuijlaars6	0%	N/A	N/A
Diana Layﬁeld	0%	N/A	N/A
Ian Marchant	0%	N/A	N/A
Miles Roberts	0%	N/A7	N/A

1. Average employee pay is based on a Full Time Equivalent (FTE) calculation and calculated by reference to the mean average pay of employees within the UK.
2. The comparison for employees of Aggreko plc as required under the reporting regulations. This dataset is small and therefore provides a result that doesn't allow for meaningful comparisons - see note 3 below.
3. The Company has also chosen to voluntarily disclose the information for all Group central functions employees as the Committee believes that it provides a sufﬁciently large comparator group to give a reasonable understanding of changes in remuneration, while reducing the distortion that would arise from including all of the many countries in which the Group operates, with their different economic conditions.
4. Mark Clare was appointed as a Non-executive Director with effect from 1 October 2020 and therefore there is no year-to-year change.
5. Uwe Krueger opted to forego any fees for 2019 and 2020 and therefore there is no year-to-year change.
6. Sarah Kuijlaars was appointed as a Non-executive Director with effect from 1 October 2019. The percentage change in respect of her fees was calculated by reference to the full-year equivalent of her fees for 2019.

Percentage change in beneﬁts for Ken Hanna, Barbara Jeremiah and Miles Roberts have not been reported as they are de minimus.

Gender pay gap

The reported data on our gender pay gap as at 5 April 2020 with information on our progress and future plans will be available on our corporate website by 4 April 2021.

We have seen some improvements in the base pay gap at both median and mean positions, although the bonus gap has widened. This is due to a lower bonus award in one of our businesses which has a higher proportion of women, and with a higher proportion of our senior leaders being men, more men receiving long term incentive payouts than women. These results reinforce the need for us to continue to target actions that will generate lasting change. For 2021 we are placing further emphasis on inclusion, focusing on leadership and culture, as well as speciﬁc people management practices.

For 2021

During the coming year, subject to shareholder approval, the Committee will be implementing a new remuneration policy for 2021. Consistent with the widening of its remit, the Committee will also review arrangements which extend beyond the Executive Directors and Executive Committee members.

In the following section of our report we explain how we have implemented Aggreko's remuneration policy during 2020. The policy in place for the year was the one which was approved by shareholders at Aggreko's 2018 AGM, which is available on the Company's website:www.plc.aggreko.com

Aggreko plc AnnualReportandAccounts2020

Annual report on remuneration

Strategic report

Single total ﬁgure of remuneration - Executive Directors (audited)

The table below sets out a single ﬁgure for the total remuneration received by each Executive Director for the years ended 31 December 2020 and 31 December 2019.

Base	Annual
salary	Beneﬁts	bonus	LTIP	Sharesave	Pension	Total	Variable	Fixed
Executive Director	Year	£	£	£	£	£	£	£	£	£
Chris Weston	2020	765,000	29,801	-	-	10,936	183,600	989,337	10,936	978,401
Chris Weston	2019	750,000	27,175	536,550	-	-	225,000	1,538,725	536,550	1,002,175
Heath Drewett	2020	469,200	20,918	-	-	10,936	93,840	594,894	10,936	583,958
Heath Drewett	2019	460,000	19,342	329,084	-	-	92,000	900,426	329,084	571,342
2020 Total
2019 Total	1,210,000	46,517	865,634	-	-	317,000	2,439,151	865,634	1,573,517

Governance

2020 Total

1,234,200

50,719

21,872

277,440

1,584,231

21,872

1,562,359

The ﬁgures have been calculated as follows:

→ Base salary: amount earned for the year.
→ Beneﬁts: the taxable value of beneﬁts received in the year (see Beneﬁts below).
→ Annual bonus: the total bonus earned on performance during the year; no bonus is payable for 2020 (see annual bonus scheme below).
→ No LTIPs vested in relation to the 2020 ﬁnal performance.
→ Sharesave: the value is based on the average of the market price of an Aggreko share for the last quarter of 2020, less the option price, multiplied by the number of options.
→ Pension: the amount of any Company pension contributions and cash in lieu. Chris Weston and Heath Drewett both received payment entirely in cash.

Total aggregate emoluments for Executive and Non-executive Directors were £2.37 million in 2020 and £3.16 million in 2019.

Financial statements

Additional disclosures in respect of the single total ﬁgure of remuneration table

Beneﬁts

Chris Weston and Heath Drewett received healthcare beneﬁts, life assurance cover, income protection, accident insurance and a car allowance.

The following table shows those beneﬁts that the Committee considers signiﬁcant:

Car	Other	Total
Executive Director	£	£	£
Chris Weston	12,000	17,801	29,801
Heath Drewett	12,000	8,918	20,918
Annual bonus scheme

At the start of the year targets were set in the normal way with a maximum bonus opportunity, for both Executive Directors, of 175% of salary. 20% of the annual bonus targets were linked to a range of personal/strategic objectives, including sustainability objectives. There was pleasing performance against these objectives. The other 80% of the opportunity was based on a ﬁnancial performance measure of diluted earnings per share (D-EPS), with the threshold set at 60.6 pence and maximum that could be earned set at 79.8 pence. This target was not adjusted in the light of COVID-19 and were it not for the effects of COVID-19 on the business, the Company would have been on track to have performed well against these stretching targets. However, the Executive Directors asked not to be considered for an annual bonus in respect of 2020. The bonus plan was cancelled in April 2020 and no payment will be made to either of them nor the rest of the workforce.

Shareholder information

0202stnuoccAdnatropeRlaunnA clp okerggA

Annual report on remuneration continued

The performance criteria for the LTIP awards granted in 2018 were as follows:

→ 50% of the award is based on three-year cumulative D-EPS as compared with three-year compound growth. No performance shares will be awarded against this element if performance is below an equivalent of 5% per annum growth. If performance is equivalent to 5% per annum growth, 25% of the award will vest. Vesting will increase on a straight-line basis to a maximum at an equivalent of 12% per annum growth; and → 50% of the award is based on ﬁnal year ROCE (2020) in a range of 15% to 22%. No performance shares will be awarded against this element if performance is less than 15%. If performance is equivalent to 15% ROCE, 25% of the award will vest and awards will increase on a straight-line basis to the maximum at 22% ROCE.

The performance period for the 2018 LTIP awards ended on 31 December 2020. Over the three-year period:

→ Aggreko's aggregate D-EPS was 144.9 pence. Since the threshold of growth of 5% was not achieved, no shares will vest under this performance measure; and → Aggreko's actual ﬁnal year ROCE for 2020 was 7.5%. Since this was less than the threshold of 15%, no shares will vest under this performance measure.

As a result, all 2018 LTIP awards will lapse in full, along with a conditional share award granted under a restricted stock agreement on 3 May 2018 to compensate Heath Drewett for the forfeiture of performance awards from his previous employment, as explained on page 80 of our 2017 Annual Report and Accounts. This award was also subject to the performance criteria above.

Share awards granted in 2020 (audited)

This simply determines the size of the grant. Whether the award ultimately delivers value will depend on the extent to which the performance targets are met over the following three years (and to which a further two-year holding period is met).

In March 2020, Chris Weston and Heath Drewett were granted awards of shares under the LTIP, with a value equivalent to 250% of salary. The three-year performance period over which D-EPS will be measured began on 1 January 2020 and will end on

31 December 2022. ROCE will be measured on a ﬁnal year basis - in 2022. None of the awards granted under the LTIP are eligible to vest until 23 March 2023.

The performance criteria for the LTIP awards granted in 2020 are as follows:

Aggreko plc AnnualReportandAccounts2020

→ 50% of the award is based on three-year cumulative EPS. No performance shares will be awarded against this element if performance is below an equivalent of 5% per annum growth. If performance is equivalent to 5% per annum growth, 25% of the award will vest. Vesting will increase on a straight-line basis to a maximum at an equivalent of 12% per annum growth; and → 50% of the award is based on ﬁnal year ROCE (2022) in a range of 13% to 18%. No performance shares will be awarded against this element if performance is less than 13%. If performance is equivalent to 13% ROCE, 25% of the award will vest and awards will increase on a straight-line basis to the maximum at 18% ROCE.

Shares which vest will be subject to a further holding period of two years in accordance with the rules of the LTIP.

In addition, Chris Weston and Heath Drewett elected for 100% of their 2019 bonus payments to be deferred into shares under the Deferred Share Bonus Plan (DSBP). These shares will be released three years from the date of grant.

Strategic report

Chris Weston and Heath Drewett also participated in the 2020 Sharesave Plan. Under the UK Sharesave Plan rules, the scheme has a three-year savings period. No performance conditions apply to options granted under the plan. For the 2020 Sharesave grant, the exercise price was set at £3.28, a 20% discount on the average share price on 9, 10 and 11 September 2020 of £4.0887.

The table below shows details of interests awarded to Executive Directors during 2020:

LTIP3	DSBP3	Sharesave
% vesting on	% vesting on	% vesting on
Face value1	minimum	Face value2	minimum	Face value4	minimum
Executive Director	Shares	£	performance	Shares	£	performance	Shares	£	performance
Chris Weston	532,729	1,912,497	25	149,456	536,547	100	5,487	5,553	100
Heath Drewett	326,740	1,172,997	25	91,666	329,081	100	5,487	5,553	100

1 Face value of LTIP is the maximum number of shares that would vest if all performance targets are met multiplied by the average market price of Aggreko shares over the ﬁve business days prior to the date of grant of 23 March 2020, which was used to determine the number of shares awarded, being 359 pence.
Governance
2 Face value of DSBP is the number of shares awarded on 23 March 2020 multiplied by the average market price of Aggreko shares over the ﬁve business days prior to the date of grant which was used to determine the number of shares awarded, being 359 pence.
3 Both awards will further increase to reﬂect the value of any dividends paid over the vesting period.
4 Face value of Sharesave is the market price of Aggreko shares on 8 October 2020, being the date of grant, of 429.2 pence, less the option price of 328 pence multiplied by the number of options granted.

Executive Directors' shareholdings (audited)

As at 31 December 2020, the shareholdings of the Executive Directors were as follows:

Shares held	Options held
(A)	(B)	subject to	not subject to	Shareholding	Shares counting	Current
Shares owned	Shares held	performance	performance	guidelines	towards guidelines	shareholding
Director	outright1	subject to deferral	conditions2	conditions3	% salary	(A + B)	% salary4
Chris Weston	88,504	195,050	1,031,787	5,487	250	283,554	232
Heath Drewett	18,066	104,832	722,140	5,487	250	122,898	164

1 This includes shares held by connected persons.
Financial statements
2 Shares held subject to performance comprise LTIP awards over shares.
3 Options held under the Sharesave Plan.
4 Percentage is calculated using a share price of 626 pence as at 31 December 2020. Under the Company's share ownership guidelines, Executive Directors have a period of ﬁve years to achieve the shareholding guideline of not less than 250% of base salary.

There have been no changes in the Executive Directors' interests in Ordinary Shares between 31 December 2020 and 1 March 2021.

Chris Weston and Heath Drewett, as employees of the Company, have an interest in the holdings of the Aggreko Employee Beneﬁt Trust (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 Long-term Incentive Plans and Sharesave Schemes. At 31 December 2020, the trustees of the EBT held a total of 768,749 Aggreko plc Ordinary Shares and the holding at the date of this report is 761,759. The dividend has been waived on these shares. All Aggreko share plans are settled through the use of market purchase shares so the Company has not utilised any of its available dilution limits.

Shareholder information

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Annual report on remuneration continued

Share awards and share options

The table below shows details of share awards or options over Ordinary Shares in the Company pursuant to the Company's share-based incentive plans for Executive Directors who were in ofﬁce for any part of the 2020 ﬁnancial year. Details of awards and options granted to Executive Directors in 2020 under these plans are also included on pages 78 and 79.

Options/	Market price	Market price
Options/	awards	Options/	at date	at date
As at	awards	Dividend	exercised/	awards	At	awards	Exercise price	awards	Normal
1 January	granted	equivalent	vesting	lapsing	31 December	granted	- options	vested	vesting date/
2020	during year	shares	during year	during year	2020	(pence)4	(pence)	(pence)	exercise period
Options/	Market price	Market price
Options/	awards	Options/	at date	at date
As at	awards	Dividend	exercised/	awards	At	awards	Exercise price	awards	Normal
1 January	granted	equivalent	vesting	lapsing	31 December	granted	- options	vested	vesting date/
2020	during year	shares	during year	during year	2020	(pence)4	(pence)	(pence)	exercise period

Chris Weston

LTIP1

2017

260,718

863

June 2020

20185

256,497

731

May 2021

2019

242,561

773

April 2022

2020

532,729

359

March 2023

DSBP2

2017

5,569

1,294

6,8636

909

423.1

March 2020

2018

24,540

735

March 2021

2019

21,054

773

April 2022

2020

149,456

359

March 2023

Sharesave

2018

2,727

865.8

660

January - June 2022

2020

5,487

429.2

328

January - June 2024

Total

813,666

687,672

1,294

6,863

263,445

1,232,324

Aggreko plc AnnualReportandAccounts2020

Heath Drewett

LTIP1

20185

157,318

731

May 2021

2019

148,771

773

April 2022

2020

326,740

359

March 2023

DSBP2

2019

13,166

773

April 2022

2020

91,666

359

March 2023

Restricted stock agreements3

2018

29,770

3,946

33,7166

724.6

440.6

August 2020

20185

89,311

724.6

April 2021

Sharesave

2018

2,727

865.8

660

January - June 2022

2020

5,487

429.2

328

January - June 2024

Total

441,063

423,893

3,946

33,716

2,727

832,459

1 All LTIPs have performance periods of three ﬁnancial years commencing with the ﬁnancial year in which the award is granted.
2 Awards under the Deferred Share Bonus Plan (DSBP) are not subject to any performance conditions other than continued employment on the vesting date.
3 Restricted stock agreements - conditional share awards were granted under our restricted stock agreements on 3 May 2018 to compensate Heath Drewett for the forfeiture of variable awards from his previous employment as explained on page 80 of our 2017 Annual Report and Accounts.

4 Market price at date awards granted is the average market price of an Aggreko share over the ﬁve business days prior to the date of grant for the LTIP and DSBP awards (which was used to determine the number of shares awarded). Market price for Sharesave is the market price on the date of grant. For the awards granted under the restricted stock agreements market price is the share price on date of grant, being 3 May 2018.
5 These awards are due to lapse following the year-end as they are subject to performance conditions which have not been met as set out on page 78.
6 25% of Chris Weston's 2016 bonus was deferred into shares (5,569 shares). The shares were released on 24 March 2020. Chris Weston was entitled to a further 1,294 shares equivalent to the dividends on the shares between grant and vesting. The aggregate value of the shares on the date of vesting was £29,037. To compensate Heath Drewett for the forfeiture of variable awards from his previous employment, as set out on page 80 of our 2017 Annual Report and Accounts, he received 29,770 shares. The shares were released on 10 August 2020. Heath Drewett was entitled to a further 3,946 shares equivalent to the dividends on the shares between grant and vesting. The aggregate value of the shares on the date of vesting was £148,553. The aggregate gains of directors arising in the year from the vesting of awards granted under the DSBP and a restricted stock agreement totalled £177,590 based on the share prices on the dates of vesting.

Strategic report

Arrangements with past Directors (audited)

Exit payments

There were no exit payments during the year.

Relative importance of spend on pay

The chart below shows Aggreko's proﬁt after tax, dividend and total employee pay for the ﬁnancial years ended 31 December 2019 and 31 December 2020, and the percentage change.

P20r1o8ﬁt after tax £m -56.6%

D20i1v8idend £m +62.5%

T20o1t8al employee pay £m -11%

2020 2019 0

£56m

£129m

112

140

2020 2019 0

£39m

£24m

2020 2019 0

£380m

Governance

£427m

100

200

300

400

500

Proﬁt after tax is pre-exceptional items. Proﬁt after tax and exceptional items is -£111 million. Dividends are the interim dividend paid in respect of the ﬁnancial year ended 31 December 2019 and the interim dividend paid and the ﬁnal dividend recommended in respect of the ﬁnancial year ended 31 December 2020.

Comparison of Company performance

The graph below shows the value, at 31 December 2020, of £100 invested in Aggreko's shares on 31 December 2010 compared with the current value of the same amount invested in the FTSE 350 Index. The FTSE 350 Index is chosen because Aggreko has been a constituent member of this group over the entire period.

Value (£)

£189

200

£176

£159

£170

175

£155

Financial statements

150

125

100

£61

£58

£51

Dec 2010 AggrekoDec 2011

Dec 2012

Dec 2013

Dec 2014

Dec 2015

Dec 2016

Dec 2017

Dec 2018

Dec 2019

Dec 2020

FTSE350 Index

Source: Thomson Reuters

For comparative purposes, the remuneration of the Director undertaking the role of Chief Executive Ofﬁcer for the same ﬁnancial years is set out below:

Shareholder information

Long-term incentive
Single ﬁgure of	Annual bonus	vesting rates against
total remuneration	payout against maximum	maximum opportunity
Year	CEO	£1	%	%
2011	Rupert Soames	8,501,865	82.4	100
2012	Rupert Soames	2,685,840	6.4	100
2013	Rupert Soames	1,779,144	49.6	72.5
2014	Angus Cockburn	1,290,9062	42.4	5.8
2015	Chris Weston	1,485,5163	0	0
2016	Chris Weston	1,909,1553	15	0
2017	Chris Weston	2,320,1123	55	0
2018	Chris Weston	1,657,936	50	0
2019	Chris Weston	1,538,725	40.9	0
2020	Chris Weston	989,337	0	0

1 The data for this table was taken from the Remuneration Reports for the relevant years and adjusted to take account of the actual share price on the date of vesting for the LTIP.
2 Angus Cockburn was Interim Chief Executive from 25 April to 30 September 2014, and his emoluments have been calculated on the assumption that he held the role for the full year at the rates of remuneration in place on 30 September 2014.
3 The 2015 ﬁgure for Chris Weston includes an amount of £483,392 to compensate him for his annual bonus from his previous employer he forfeited as a result of his resignation. The 2016 ﬁgure includes an amount of £706,620 and the 2017 ﬁgure includes an amount of £598,865 to compensate him for the forfeiture of long-term incentives from his previous employer.

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Annual report on remuneration continued

Non-executive Directors (including the Chairman)

The Board determines the remuneration policy and level of fees for the Non-executive Directors, within the limits set out in the Articles of Association. The Remuneration Committee recommends the remuneration policy and level of fees for the Chairman of the Board (although the Chairman of the Board does not take part in the discussions concerning his remuneration). 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 Chair of the Audit, Remuneration and Ethics & Corporate Responsibility Committees and as Senior Independent Director. The Chairman and Non-executive Directors are not eligible for bonuses, retirement beneﬁts or to participate in any share scheme operated by the Company. The Chairman's fee has not increased since April 2015 and the fees for the Non-executive Directors have not increased since July 2015. Uwe Krueger has opted to forego any fees as a Non-executive Director for 2020, as he did in 2018 and 2019. The Company will make donations to ShelterBox (an international disaster relief charity) and African Parks (an organisation that supports rehabilitation and long-term management of national parks across Africa) equivalent, in total, to the fees foregone.

The fees for the Chairman and Non-executive Directors as at 1 January 2021 and 1 January 2020 were as follows:

Non-executive Director base fee Committee Chair additional fee

Single total ﬁgure of remuneration - Non-executive Directors (audited)

Fees

Increase	1 January 2020
%	£
0	342,000
0	61,000
0	20,000
0	20,000
Beneﬁts	Total
Non-executive Director	Year	£	£	£
Ken Hanna	2020	342,000	1,282	343,282
Ken Hanna	2019	342,000	1,925	342,925
Mark Clare1	2020	15,250	-	15,250
Nicola Brewer	2020	81,000	-	81,000
Nicola Brewer	2019	81,000	-	81,000
Barbara Jeremiah	2020	81,000	385	81,385
Barbara Jeremiah	2019	81,000	1,755	82,755
Sarah Kuijlaars	2020	61,000	-	61,000
Sarah Kuijlaars2	2019	15,250	-	15,250
Uwe Krueger3	2020	-	-	-
Uwe Krueger3	2019	-	-	-
Diana Layﬁeld	2020	61,000	-	61,000
Diana Layﬁeld	2019	61,000	-	61,000
Ian Marchant	2020	81,000	-	81,000
Ian Marchant	2019	81,000	-	81,000
Miles Roberts	2020	61,000	113	61,113
Miles Roberts	2019	61,000	-	61,000
2020 Total	783,250	1,780	785,030
2019 Total	722,250	3,680	725,930

1 January 2021 £

Role

Chairman fee

Senior Independent Director additional fee

342,000 61,000 20,000 20,000

1 Mark Clare's remuneration for 2020 is from date of appointment, 1 October 2020.
2 Sarah Kuijlaars' remuneration for 2019 is from date of appointment, 1 October 2019.
3 Uwe Krueger opted to forego any fees for 2019 and 2020. The Company made donations to ShelterBox and African Parks equivalent, in total, to the fees foregone.

Aggreko plc AnnualReportandAccounts2020

The ﬁgures have been calculated as follows: → Fees: amount earned for the year → Beneﬁts: the taxable value of beneﬁts received in the year, including reimbursement of travel costs and taxes thereon, as well as healthcare beneﬁts for the Chairman

Strategic report

Non-executive Directors' shareholdings (audited)
As at 31 December 2020, the shareholdings of the Non-executive Directors were as follows:
Director	Shares owned outright1
Ken Hanna	15,644
Mark Clare	25,000
Nicola Brewer	1,450
Barbara Jeremiah	1,000
Uwe Krueger	3,101
Sarah Kuijlaars	3,000
Diana Layﬁeld	2,855
Ian Marchant	8,331
Miles Roberts	-

Governance

This includes shares held by connected persons.

There have been no changes in the Non-executive Directors' interests in Ordinary Shares between 31 December 2020 and 1 March 2021. Diana Layﬁeld retired on 31 December 2020. The value in the table above reﬂects her shareholding as at 31 December 2020.

Directors' service contracts

In line with the requirements of the Corporate Governance Code and Listing Rules, each of the Directors will be proposed for election or re-election at the Company's Annual General Meeting to be held on 22 April 2021.

The Executive Directors are employed under contracts of employment with Aggreko plc. The Remuneration Committee sets notice periods for the Executive Directors at 12 months or less. The principal terms of the Executive Directors' service contracts (which have no ﬁxed term) are as follows:

Notice period

Executive Director	Position	Effective date of contract	From Director	From Company
Chris Weston	Chief Executive Ofﬁcer	2 January 2015	12 months	12 months
Heath Drewett	Chief Financial Ofﬁcer	3 January 2018	12 months	12 months

Financial statements

Non-executive Directors are appointed for a term of three years, subject to three months' notice from either party.

The dates of the Chairman's and Non-executive Directors' appointments are as follows:

Non-executive Director	Position	Effective date of letter of appointment	Unexpired term as at 31 December 2020
Ken Hanna	Chair
Mark Clare	Chair Designate	1 October 2020	2 years 9 months
Nicola Brewer	Non-executive Director	25 February 20191	1 year 2 months
Barbara Jeremiah	Non-executive Director	7 March 20201	2 years 2 months
Uwe Krueger	Non-executive Director	1 February 20181
Sarah Kuijlaars	Non-executive Director	1 October 2019	1 year 9 months
Ian Marchant	Non-executive Director	1 November 20201	10 months
Miles Roberts	Non-executive Director	7 March 20201	2 years 2 months

29 April 20181

4 months

1 month

Shareholder information

Replaces earlier letter of appointment.

External appointments

It is the Board's policy to allow the Executive Directors to accept non-executive directorships of other quoted companies. Any such directorships must be formally approved by the Chairman of the Board. Directors are generally permitted to retain any earnings from these appointments. During the year, Chris Weston did not hold any external directorships of other quoted companies.

He served as a Non-executive Director of the Royal Navy during the year. Fees for 2020 in relation to this appointment were £15,000. He was also appointed Non-executive Director of Barratt Developments plc with effect from 1 March 2021. Heath Drewett did not hold any external directorships.

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Annual report on remuneration continued

Our Remuneration Committee

Determining the remuneration for the Executive Directors and Executive Committee members is a key focus of the Committee. The Committee oversees Aggreko's overall remuneration policy, strategy and implementation to ensure that the policy is aligned with the key objectives of growing earnings and delivering a strong return on capital employed.

Environmental, social and governance (ESG) factors are considered when assessing the personal element of the Executive Directors' performance and the Committee is satisﬁed that the design of the incentive plans supports ESG.

The Remuneration Committee is currently made up of ﬁve Independent Non-executive Directors. Simon Thomson, Company Secretary of the Company, is Secretary to the Committee. We also invite the Chief Executive Ofﬁcer, Group People Director and Group Director of Reward to attend our meetings to discuss, for example, Senior Executive and wider workforce remuneration policies and structures. Mark Clare, Chair Designate has attended our meetings since his appointment on 1 October 2020. The Chairman and the Executives are not present when their personal remuneration is discussed.

In 2020, as well as holding four meetings of the Committee, we also took a number of decisions based on papers circulated outside the context of a formal meeting.

Our role is as follows:

→ Determine and agree with the Board the policy for remuneration for the Chairman, Executive Directors and Executive Committee
→ Within the terms of the remuneration policy, determine the total individual remuneration package for the Chairman, each Executive Director and each member of the Executive Committee (including the Secretary)
→ Approve the design of, and determine targets for, performance-related pay schemes operated by the Company and approve the total annual payments made under such schemes
→ Review the design of all share incentive plans for approval by the Board and shareholders
→ Review the pay and other main terms of employment of employees more generally
→ Determine the policy for and scope of pension arrangements for each Executive Director and members of the Executive Committee
→ Oversee any major changes in employee beneﬁt structures throughout the Group

Read the full terms of reference for the Committee:www.plc.aggreko.com

Shareholder voting and shareholder engagement

The following table shows the results of the binding vote on the remuneration policy at the 2018 AGM and the advisory vote on the 2019 Remuneration Report at the 2020 AGM.

Remuneration policy	Remuneration report
Total number of votes	% of votes cast	Total number of votes	% of votes cast
For	187,861,052	98.63	182,420,967	90.68
Against	2,606,948	1.37	18,757,643	9.32
Total votes cast (excluding withheld votes)	190,468,000	100	201,178,610	100
Votes withheld1	20,902	-	7,333	-
Total votes cast (including withheld votes)	190,488,902	-	201,185,943	-

A withheld vote is not a vote in law and is not counted in the calculation of the proportion of votes cast for and against a resolution.

The Committee is committed to a continuous, open and transparent dialogue with shareholders on the issue of executive remuneration. The Committee consulted extensively with our shareholders in 2020 and 2021 as we developed the remuneration policy for consideration by shareholders at our 2021 AGM.

Consideration by the Directors of matters relating to Directors' remuneration

The Committee was advised by FIT Remuneration Consultants LLP as the principal external adviser to the Committee for 2020.

FIT was appointed in 2017 by a sub-committee of the Committee comprising the current Chair, Barbara Jeremiah, and the previous Chair, Russell King. FIT is a member of the Remuneration Consultants Group and signatory to its code of conduct and charges on its normal terms. Taking these factors into account, the Committee is satisﬁed as to the impartiality and objectivity of FIT's advice. FIT provided no other services to the Group.

Aggreko plc AnnualReportandAccounts2020

The fee paid to FIT in respect of work that materially assisted the Committee in 2020 was £72,216, which includes advice for and attendance at all meetings of the Committee including a market and governance update, and share plan implementation support.

Policy report

This section of our report describes each component of Aggreko's remuneration policy for Directors and has been prepared in accordance with Part 4 of Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). Subject to approval at the Annual General Meeting (AGM), this policy will replace the current policy (which was approved by shareholders at the 2018 AGM) and is expected to apply for three years from 22 April 2021.

Strategic report

New remuneration policy

Aggreko's current remuneration policy was approved by shareholders at the 2018 AGM and has governed the way we have paid our Directors over the last three years. It is now due for renewal and we will be asking our shareholders to approve a new remuneration policy for Executive Directors at our AGM.

Governance

To comply with best practice, formal caps have been included in each element of pay (these are caps and do not reﬂect any form of aspiration).

Remuneration principles

The overall objectives of the Remuneration Committee are to determine an appropriate remuneration policy that:

→ Aligns remuneration with strategy to drive the long-term sustainable success of the Company
→ Aligns with the Company's culture and broader reward framework
→ Ensures that the Company can continue to attract, retain and motivate quality leaders
→ Avoids paying more than the Committee considers necessary

Our new remuneration policy is therefore shaped by the following underlying principles:

→ Align pay with the long-term strategy of the business and shareholder interests
→ Recognise the inherently cyclical nature of the business which requires executive management to take a long-term perspective
→ Encourage the long-term success of the Company
Financial statements
→ Reward performance with competitive remuneration
→ Pay on a consistent and transparent basis
→ Support the Company's values
→ A mixture of ﬁxed remuneration, short-term and long-term incentives

UK Corporate Governance Code considerations

As part of its review of the new remuneration policy for Executive Directors, the Committee has considered the factors set out in provision 40 of the Corporate Governance Code. In our view, the proposed policy addresses those factors as set out below:

Factor

How addressed

Risk: ensure that reputational and other risks from excessive rewards, and behavioural risks that can arise from target-based incentive plans, are identiﬁed and mitigated.

Predictability: of rewards to individual Directors and any other limits or discretions should be identiﬁed and explained at the time of approving the policy.

Simplicity: avoid complexity and their rationale and operation should be easy to understand.

Clarity: remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce.	Our remuneration policy and pay arrangements are clearly disclosed each year in the Annual Report. The Remuneration Committee proactively seeks engagement with shareholders on remuneration matters (see page 70 for further details of the consultation on proposed policy), and is regularly updated on pay and employment conditions elsewhere in the Group during the course of its activity.
Simplicity: remuneration structures should avoid complexity and their rationale and operation should be easy to understand.	Our remuneration structure is comprised of ﬁxed and variable remuneration, with the performance conditions for variable elements clearly communicated to, and understood by, participants. The Restricted Stock Plan (RSP) will provide a mechanism for aligning Executive Director and shareholder interests. It also removes the difﬁcult challenge of setting robust, appropriately challenging and easily understandable performance targets. A summary of our updated policy is set out on page 72.
Risk: remuneration arrangements should ensure that reputational and other risks from excessive rewards, and behavioural risks that can arise from target-based incentive plans, are identiﬁed and mitigated.	The rules of the annual bonus scheme, Long-term Incentive Plan (LTIP) and RSP (if approved by shareholders) provide discretion to the Committee to reduce award levels (see the policy table on page 87), and awards are subject to malus and clawback provisions. As noted above, the RSP reduces the risk of unintended remuneration outcomes associated with complex performance conditions.
Predictability: the range of possible values of rewards to individual Directors and any other limits or discretions should be identiﬁed and explained at the time of approving the policy.	Possible reward scenarios are illustrated in the charts on page 91. As noted above, the RSP increases the predictability of reward values (removing the risk of potentially unintended outcomes). Maximum award levels and discretions are set out in the policy table on page 87.
Proportionality: the link between individual awards, the delivery of strategy and the long-term performance of the company should be clear. Outcomes should not reward poor performance.	As shown in the scenario charts on page 91, variable performance-related elements represent a signiﬁcant proportion of the total remuneration opportunity for our Executive Directors. The Committee considers the appropriate ﬁnancial and personal performance measures each year to ensure that there is a clear link to strategy. Discretions available to the Committee ensure that awards can be reduced if necessary to ensure that outcomes do not reward poor performance.
Alignment to culture: incentive schemes should drive behaviours consistent with company purpose, values and strategy.	The Committee seeks to ensure that personal performance measures under the annual bonus scheme incentivise behaviours consistent with the Company's culture, purpose and values. The RSP will clearly align Executive Director interests with those of shareholders by ensuring a focus on delivering against strategy to generate long-term value for shareholders.

Shareholder information

Proportionality: awards, the delivery of strategy and the long-term performance of the company should be clear. Outcomes should not reward poor performance.

Alignment to culture: should drive behaviours consistent with company purpose, values and strategy.

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Policy report continued

Aggreko's proposed new remuneration policy for Executive Directors

Fixed pay

Base salary

Purpose and link to strategy

To attract, reward and retain talent by ensuring base salaries are at an appropriate level in the talent market(s) relevant to each individual.

Pension

Purpose and link to strategy

To provide relevant statutory beneﬁts and be competitive in the market in which the individual is employed.

Beneﬁts

Purpose and link to strategy

Designed to be competitive in the market in which the individual is employed. Expatriate and relocation packages designed to ensure a geographically mobile management population related to business needs.

Aggreko plc AnnualReportandAccounts2020

Operation

Base salaries are generally reviewed annually. In determining the appropriate level of adjustment, we take into account: Company performance; the individual's responsibilities and contribution to the business; salary levels for comparable roles at relevant comparators; and salary increases more broadly across the Group.

External benchmarking data is used with caution, but will reﬂect the size and complexity of the role in question. Internal relativities are equally important when determining the correct level at which to set base salaries.

Performance measures

Opportunity

Any base salary increases are applied in line with the outcome of the annual review and generally expected to be in line with those of the wider workforce, although the Committee may award a higher increase in exceptional circumstances (such as to reﬂect development in role).

Any salary will not exceed £900,000.

None, although continued good performance is a factor considered when reviewing salaries.

Operation

All Executive Directors are entitled to a deﬁned contribution pension. They can opt to take a cash payment in lieu of all or part of their pension.

Opportunity

New Executive Directors will receive contributions aligned with the average contributions available to all UK staff from time to time (or in the jurisdiction in which the Executive Director resides).

The CEO and CFO's contributions are currently 24% and 20% respectively. Both will be aligned to the average UK all-employee rate (currently 9% but subject to periodic review) from 1 January 2023.

Performance measures

None.

Operation

Includes healthcare beneﬁts, life assurance cover, a company car (or an allowance in lieu). Where appropriate, we would provide an expatriate package, including bearing the cost of any local taxes payable on any expatriate beneﬁts, relocation costs, living allowances and school fees.

Any reasonable business-related expenses (including tax thereon) can be reimbursed if determined to be a taxable beneﬁt.

Executive Directors are eligible for other beneﬁts which are introduced for the wider workforce on broadly similar terms.

Opportunity

Beneﬁts vary by role and local practice, and are reviewed periodically relative to market.

Beneﬁts (excluding travel and related taxes and tax equalisation payments where appropriate) payable to Executive Directors will not exceed 20% of salary (and did not exceed 10% of salary during the most recent ﬁnancial year). In line with market practice, it is not anticipated that in normal circumstances the cost of beneﬁts provided will exceed this level of 10% over the next three years.

The Committee retains the discretion to approve a higher cost in exceptional circumstances (e.g. relocation and/or tax equalisation) or in circumstances where factors outside the Company's control have changed materially (e.g. increases in insurance premiums, provider costs or taxes).

Performance measure

None.

Strategic report

Variable pay

Annual bonus scheme

Purpose and link to strategy

To focus Executive Directors on achieving demanding annual targets relating to Group performance. Bonus payments partially deferred into shares align interests of Executive Directors with shareholders and support retention.

Operation

Performance measures and targets are set at the start of the year and are weighted to reﬂect the balance of Group and, where appropriate, business unit responsibilities for each Executive Director.

At the end of the year, the Committee determines the extent to which these have been achieved. The Committee has the ability to exercise discretion to adjust for factors outside management control.

The Committee has the discretion to reduce vesting levels if, exceptionally, it considers the strict application of the performance conditions would produce a result inconsistent with our remuneration principles, where the formulaic outcome does not genuinely reﬂect the underlying performance of the Group, or where necessary to avoid unintended consequences.

Bonus payments will be deferred at least 25% in shares. Starting in 2021, 50% of bonus payments will be cash and 50% deferred into shares and released after three years. Dividends will accrue on the deferred share element.

Malus and/or clawback provisions apply as described on page 89

Performance measures

Performance is assessed annually with up to 30% (currently 20%) of the maximum bonus potential based on personal/strategic objectives aligned to the Group's KPIs and the balance based on appropriate Group and/or business unit ﬁnancial performance. The current measures for ﬁnancial performance are D-EPS and AOP, but may vary each year depending on business context and strategy.

Further details of the performance measures proposed for the 2021 annual bonus are set out in the annual remuneration statement on page 74

Opportunity

The maximum annual bonus opportunity for Executive Directors is 175% of salary. The ﬁnancial element of the bonuses start to be earned for threshold performance (for which no bonus is paid).

Restricted Stock Plan (RSP)

Purpose and link to strategy

The value of the awards is based on the movement in the share price over the vesting period and therefore aligns the interests of management with those of shareholders in growing the value of the business over the long term.

Operation

Executive Directors will be eligible to participate in the RSP.

Awards are normally granted annually and are subject to an underpin (for material under-performance) as described below. Award levels and underpins are reviewed from time to time to ensure that they remain appropriate and aligned with shareholder interests.

Awards normally vest three to ﬁve years from grant (as to one-third of the award on each anniversary), subject to continued ofﬁce or employment. Awards which vest will be subject to a further holding period and will be released on the ﬁfth anniversary of grant. The holding period will typically end early on a takeover, scheme of arrangement or winding up of the Company, upon the death of an individual or in exceptional circumstances on such other date determined by the Committee. On vesting, participants will be entitled to the equivalent of any dividends on the shares between grant and vesting or the earlier of the date of exercise of an option and the expiry of any holding period.

Malus and/or clawback provisions apply as described on page 89

Opportunity

The RSP provides for a nil-cost conditional award of shares worth up to an aggregate limit of 125% of salary per annum for Executive Directors.

Performance measures

RSP awards will normally vest in full, subject to assessment of an underpin by the Committee.

Awards to be made in 2021 will be subject to an underpin that will enable the Committee to reduce vesting outcomes if ROCE, revenue growth and/or delivery of the Board's agreed strategy for the repositioning of our environmental impact is not considered by the Committee to be at an acceptable level, with ROCE and revenue growth having regard to performance in 2019 as the basis for such assessment.

When considering these factors, the Committee will assess overall performance in the round, with a default to full vesting unless there has been material under-performance.

The Committee retains the discretion prior to making the award to amend the underpin. Once set, the Committee may only amend the underpin in respect of outstanding awards in the event that exceptional circumstances occur which make it appropriate to do so, provided that the amended underpin is not, in the view of the Committee, materially less difﬁcult to satisfy.

The Committee has the discretion to reduce vesting levels if, exceptionally, it considers the strict application of the underpin would produce a result inconsistent with our remuneration principles, where the formulaic outcome does not genuinely reﬂect the underlying performance of the Group, or where necessary to avoid unintended consequences.

Further details of the underpins proposed for the

2021 RSP awards are set out on page 73

Governance

Financial statementsShareholder information

0202stnuoccAdnatropeRlaunnA clp okerggA

Policy report continued

Sharesave

Purpose and link to strategyOperation

To align the interests of employees and shareholders by encouraging all employees to own Aggreko shares.

This is an all-employee scheme whereby all eligible employees including Executive Directors invited by the Board to participate may save up to £500 (or local currency equivalent) per month over a ﬁxed period. Higher monthly savings may be permitted in line with any changes to the statutory limits applying to UK SAYE share option schemes.

Performance measures

None.

Options under the Sharesave Option Schemes and the US Stock Purchase Plan are granted at a discount of 20% and 15% respectively.

Opportunity

Savings currently capped at £500 a month (or local currency equivalent). Higher savings may be permitted in line with the statutory limit for UK schemes.

Purpose and link to strategyOperation

To further align Executive Directors' long-term interests with those of other shareholders by encouraging Executive Directors to acquire and retain a material number of shares in the Company.

Shares vesting from RSP awards granted from 2021 onwards, and any bonus deferral relating to the 2021 bonus year onwards, will be lodged in escrow to provide an enforcement mechanism.

Performance measures

None.

Opportunity

The minimum requirement for Executive Directors is 250% of salary. Shares that count towards achieving these guidelines include:

→ shares beneﬁcially owned by an Executive Director or by a connected person, as recognised by the Committee;
→ deferred bonus shares, LTIP and RSP awards (and any other equivalent awards) which have vested and so are no longer subject to performance conditions or underpins but are subject to post-vesting deferral provisions; and
→ shares held under any restricted stock plan or any plan established under Listing Rule 9.4.2 if not subject to pre-vest performance conditions.

Executive Directors are expected to build their shareholding over a ﬁve-year period (retaining at least 50% of vested incentives (post-tax) until such guidelines have been met), but are not required to make personal share purchases if awards do not vest through failing to meet performance conditions. For example, a newly appointed Director may not reach the required level within the period, depending on the Company's performance against target over the period. If so, the Committee will review the circumstances and agree an appropriate forward plan. The Committee retains the discretion to grant dispensation from these requirements in exceptional circumstances.

Directors' shareholdings are included in the table on page 79.

Executive Directors are subject to a post-cessation shareholding requirement of 250% of salary for the ﬁrst year and 125% of salary for the second year, with this requirement applicable to all shares acquired under deferred bonus and/or RSP awards granted following approval of the remuneration policy at the AGM in April 2021. Shares will be valued at the higher of value on departure and their value over the two-year retention period. The Committee has discretion to permit the release of shares under this requirement if it is no longer considered appropriate in the circumstances.

Payments from outstanding awards

Executive Directors will be entitled to receive any awards vesting under the incentive arrangements included in the remuneration policy approved at the Company's 2018 AGM.

Managing potential conﬂicts of interest

Aggreko plc AnnualReportandAccounts2020

In order to avoid any conﬂict of interest, remuneration is managed through well-deﬁned processes ensuring that no individual is involved in the decision-making process related to their own remuneration. In particular, the remuneration of all Executive Directors is set and approved by the Committee; none of the Executive Directors is involved in the determination of their own remuneration arrangements nor attends the meetings where this is discussed.

The Committee also receives support from external advisers and evaluates the support provided by those advisers annually to ensure that advice is independent, appropriate and cost-effective.

Performance measure selection and approach to target setting

The measures used under the annual bonus scheme will reﬂect the Group's key ﬁnancial objectives for the year. The Committee considers that both EPS, Net Operating Assets and Operating Proﬁt are objective and well-accepted measures of the Company's performance which reinforce the strategic objective of achieving proﬁtable growth.

Targets for the annual bonus scheme are tied to the annual budgets set by the Board and have due regard to external forecasts. Performance targets are set to be stretching but achievable and take into account the economic environment in a given year.

If personal/strategic objectives are used in the annual bonus scheme, to the extent that relevant ﬁnancial performance is below threshold performance, then the Committee has the discretion to reduce, if appropriate to zero, the personal/strategic element that would otherwise have been paid.

Share ownership guidelines

Under the RSP, the underpin measures will be used to ensure that award will only vest to the extent that the Company's performance warrants it. The proposed 2021 RSP awards will be subject to an underpin determined by reference to ROCE, revenue growth and/or delivery of the Board's agreed strategy for the repositioning of our environmental impact, if not considered by the Committee to be at an acceptable level, with ROCE and revenue growth having regard to performance in 2019 as the basis for such assessment.

Strategic report

The Committee also has the ability to include additional or alternative performance measures, weightings and/or targets in future years to take account of the Group's key strategic and operational aims and targets, and business outlook at that time.

The annual bonus scheme calculates D-EPS on a ﬁxed currency basis.

Existence of discretions

The Committee will operate the incentive plans according to their respective rules, the Listing Rules and HMRC rules where relevant. As part of this, the Committee retains a number of discretions to ensure the efﬁcient operation and administration of these plans. These include, but are not limited to, the following:

Governance

→ the participants of the respective plans;
→ the timing of award grants, vesting and/or payment;
→ the size of an award and/or payment (subject to the limits set out in the policy table);
→ the determination of vesting;
→ dealing with a change of control or corporate restructuring;
→ the determination of a good/bad leaver for incentive plan purposes and the treatment of pro-rating and holding periods;
→ adjustments required in certain circumstances (e.g. rights issues, corporate reorganisation and/or change to capital structure); and
→ determining the appropriate performance conditions, underpins, weightings and targets for the annual bonus scheme and RSP.

If events occur (for example, the sale of a material part of the business) which mean the original performance conditions or underpins set are no longer appropriate, the Committee may adjust the targets and/or set different performance measures or underpins as long as any adjustment is not, in the Committee's view, materially less difﬁcult to satisfy but for the event in question.

Malus and clawback

Financial statements

Payments and awards under the annual bonus scheme, LTIP and RSP are subject to malus and clawback as described below.

The Committee has discretion to decide at any time prior to the third anniversary of the date of payment of a bonus or the vesting of an award under the LTIP or RSP that the relevant individual shall be subject to malus/clawback if:

→ the Committee forms the view that the Company materially misstated its ﬁnancial results for whatever reason; or
→ the Committee forms the view that in assessing any performance condition, underpin and/or any other condition imposed on the bonus or award, such assessment was based on an error, or on inaccurate or misleading information or assumptions; or
→ the relevant individual ceases to be a Director or employee of Aggreko as a result of his/her gross misconduct or the Committee is of the view that the relevant individual could have been summarily dismissed by reason of his/her gross misconduct; or
→ (annual bonus scheme and RSP only) the relevant individual has caused serious reputational damage to the Company; or
→ (annual bonus scheme and RSP only) the relevant individual has caused, wholly or in part, a corporate failure or insolvency of the Company; or
→ any other circumstance(s) or event(s) arise which the Committee considers to be sufﬁciently exceptional to justify the operation of malus/clawback. (Clawback in exceptional circumstances is a new feature to the Policy.)

Shareholder information

Where malus/clawback applies as a result of a misstatement or error, the amount will generally be based on the additional value which the Committee considers has been granted to, vested in, or received by the relevant individual as a result of the relevant misstatement or error. Where the malus/clawback applies for any other reason, it will be the amount that the Committee decides is appropriate.

The Committee has wide discretion in deciding how any clawback will be satisﬁed, including:

→ reducing the amount of any future bonus which would otherwise be payable;
→ reducing the extent to which any subsisting awards under the LTIP and/or RSP vest;
→ reducing the extent to which subsisting awards under any other share incentive plan vest;
→ reducing the number of any deferred bonus shares and LTIP/RSP awards which have vested and so are no longer subject to performance conditions but are subject to post-vesting deferral provisions;
→ requiring the relevant individual to pay the amount of clawback to the Company; and
→ deducting the amount from the relevant individual's salary or from any other payment to be made by the Company.

If the relevant individual is required to repay any additional value, the Committee may consider whether that amount should take into account any income tax and national insurance contributions (or their equivalent) paid by the relevant individual and any possibility of him/her reclaiming such income tax and national insurance contributions.

Approach to recruitment remuneration

The Company's general approach to remuneration for newly appointed Directors is identical to that for existing Directors. As a matter of practicality, we recognise that it may be necessary to pay more than the existing Directors in order to attract candidates of the quality the business needs at that time. Consistent with the regulations, the limits contained within the remuneration policy table for base salary or any other element of ﬁxed pay do apply to a new Executive Director either on joining or for any subsequent salary review within the period of this Policy unless the Committee considers there are exceptional circumstances. However, the Committee would seek to avoid exceeding those limits in practice. The level of variable remuneration that may be awarded to a new Executive Director will not exceed the maximum annual bonus and RSP limits that can be awarded in line with the principles set out in the remuneration policy table, with the exception of any compensation for variable remuneration forfeited (as explained below).

0202stnuoccAdnatropeRlaunnA clp okerggA

Policy report continued

Approach to recruitment remuneration continued

New Executive Directors will be invited to participate in incentive plans on the same basis as existing Executive Directors. However, the Committee may alter the underpins, performance measures, performance period, reference salary and vesting period of the annual bonus and/or RSP, subject to the rules of the plans, if the Committee determines that the circumstances of the recruitment merit the alteration. The Committee will explain the rationale for any such changes.

Where appropriate the Company will offer to pay reasonable relocation expenses for new Executive Directors for a limited period in line with the Company's policies described above. The Company will also bear any UK tax that Executive Directors resident overseas incur as a result of carrying out their duties in the UK.

The Company will not provide sign-on payments beyond buy-outs consistent with established market practice. In respect of buy-outs, the Remuneration Committee will only sanction compensation where it considers it necessary to do so in order to recruit a particular individual and will ensure that the terms of any such buy-out are not overall more generous than the award forfeited in terms of overall quantum, likelihood of payment or time of payment. In exceptional cases, it may recognise that the performance period is substantially complete through assessment at the point of joining with a suitable discount.

In doing so, the Committee will consider all relevant factors, including time to vesting, delivery vehicle (cash vs shares vs options), any performance conditions attached to the awards and the likelihood of the conditions being met. In order to facilitate such compensation, the Committee may rely on the exemption contained in Listing Rule 9.4.2, which allows for the grant of awards in exceptional circumstances to facilitate the recruitment of a Director.

Where the Company is considering the promotion of senior management to the Board, the Committee may, at its discretion, agree that any commitments made before promotion will continue to be honoured whether or not consistent with the policy prevailing at the time the commitment is fulﬁlled.

In recruiting a new Non-executive Director, the Remuneration Committee will use the policy as set out in the table below. A base fee in line with the prevailing fee schedule would be payable for acting as a Non-executive Director and serving as a member of any Committees, with additional fees payable for acting as Chairman of a Committee or as Senior Independent Director. In recruiting a new Chairman of the Board, the fee offered would be inclusive of serving on any Committees.

Aggreko's proposed new remuneration policy for Non-executive Directors and Chairman

Purpose and link to strategyOperation

To attract and retain Non-executive Directors and a Chairman with an appropriate degree of skills, experience, independence and knowledge of the Group and its business.

Fee levels for Non-executive Directors are generally reviewed by the Board annually. Remuneration comprises an annual fee for acting as a Non-executive Director and serving as a member of any Committees. Additional fees are paid in respect of service as Chairman of a Committee or as Senior Independent Director.

Performance measures

None.

The Chairman's remuneration comprises an annual fee for acting as Chairman, which includes serving as Chairman or as a member of any Committees. The Remuneration Committee sets the Chairman's remuneration, subject to review when appropriate.

When reviewing fees, reference is made to fees payable in companies of a similar size and complexity, information provided by a number of remuneration surveys, the extent of the duties performed and the expected time commitment of the role.

Any reasonable business-related expenses (including tax thereon) can be reimbursed if determined to be a taxable beneﬁt.

Opportunity

Any fee increases are applied in line with the outcome of the annual review. Currently the maximum aggregate annual fee for all Non-executive Directors, including the Chairman, provided in the Company's Articles of Association is £900,000.

Incentives and beneﬁts for Non-executive Directors and Chairman

Aggreko plc AnnualReportandAccounts2020

Non-executive Directors and the Chairman do not participate in incentive arrangements or receive any pension beneﬁts or other remuneration in addition to their fees. However, where appropriate the Company may provide additional beneﬁts in kind (for example, reimbursement of travel costs and taxes thereon), and the Chairman may receive healthcare and/or other market standard beneﬁts. Overall, beneﬁts are not expected to exceed 20% of the annual fee in any year.

Non-executive Directors' and Chairman's feesPay-for-performance: scenario analysis

The graphs below provide estimates of the potential future reward opportunities for Executive Directors, and the potential split between the different elements of remuneration under four different performance scenarios: 'Minimum', 'Target', 'Maximum' and 'Maximum (with share price growth)'.

In illustrating potential reward opportunities the assumptions in the table below are made.

Strategic report

Assumptions for potential future reward opportunities

Fixed pay

Annual bonus

Long-term incentives (RSP)

Impact of share price growth	Not applicable Not applicable Share price appreciation of 50% of RSP award value
Maximum	Latest base pay, pension and ongoing beneﬁts Maximum annual bonusMaximum vesting of RSP award
Target	Latest base pay, pension and ongoing beneﬁts On target annual bonusMaximum vesting of RSP award
Minimum	Latest base pay, pension and ongoing beneﬁts No annual bonusUnderpin not satisﬁed, so no amount of RSP award vesting

Policy Scenario

Governance

£4,000,000

£3,500,000 £3,000,000 £2,500,000 £2,000,000 £1,500,000 £1,000,000

£500,000

Minimum

Potential reward opportunities illustrated on this page are based on the proposed new policy we are asking shareholders to approve, applied to the base salary in force at 1 January 2021.

For the annual bonus, the amounts illustrated are those potentially receivable in respect of performance for 2021.

It should be noted that the RSP awards granted in a year do not normally vest until the third, fourth and ﬁfth anniversaries of the date of grant.

Financial statements

On-targetMaximumMaximum (with share price growth)

MinimumOn-targetMaximumMaximum (with share price growth)

Fixed payRSPAnnual bonus

Share price growth (50%)

Chief Executive

Chief Financial Ofﬁcer

Consideration of shareholder views

During 2020 and 2021, we consulted with a number of our shareholders on the proposed changes to our remuneration policy. The new remuneration policy reﬂects the results of these consultations.

The Committee also receives regular updates on the views of investors and corporate governance matters. This ensures that best practice principles are taken account of by the Committee to assist it with its decision-making.

We welcome an open dialogue with shareholders and will continue to consult with major shareholders before implementing any signiﬁcant changes to the remuneration policy.

Employment conditions elsewhere in the Group

Shareholder information

The policy and practice with regard to the remuneration of senior executives below the Board is broadly consistent with that for the Executive Directors. Our senior executive population will be invited to participate in the RSP. Different award levels and targets may apply below Board level. RSP awards may also vest earlier (or later) than the third anniversary of grant and may be subject to a shorter holding period or no holding period.

In making remuneration decisions, the Remuneration Committee also considers the pay and employment conditions elsewhere in the Group, and is informed of changes to broader employee pay. The Remuneration Committee reviews the results of the Group's periodical employee satisfaction survey which includes questions covering remuneration to identify any remuneration issues which may require further action. In doing so it is able to consider this when setting the Executive remuneration policy. The requirement for speciﬁc consultation directly with employees will be kept under review.

Service contracts and policy on payment for loss of ofﬁce

It is the Company's policy to provide for 12 months' notice for termination of employment for Executive Directors, to be given by either party. For Executive Directors who have been newly recruited from outside the Group, the period would normally be six months, increasing to 12 months after 12 months' service.

Under normal circumstances, the Company may terminate the employment of an Executive Director by making a payment in lieu of notice equivalent to basic salary and beneﬁts for the notice period at the rate current at the date of termination. In case of gross misconduct the Executive can be dismissed without compensation.

The Company's policy is to limit severance payments on termination to agreed contractual arrangements. The Committee has discretion to contribute towards outplacement services and the legal fees for any departing Director to the extent it considers appropriate.

The Committee reserves the right to make additional payments, which it considers fair and reasonable, to satisfy any existing legal obligation and/or to settle any claim for damages or by way of settlement or compromise of any claim arising on or as a result of termination.

Copies of the service contracts of the Executive Directors and copies of the letters of appointment of the Non-executive Directors are available for inspection at the registered ofﬁce of the Company.

Further details can be found on page 83

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Policy report continued

Treatment of annual bonuses and long-term incentive awards and options on termination of employment and corporate events

Annual bonus

'Bad leaver' (all cases other than those speciﬁed below). Redundancy, retirement or otherwise at the Committee's discretion. Change of control/merger.

Deferred bonus

Timing of vesting/payment

Not applicable.

At the end of the ﬁnancial year.

Awards normally continue but the Committee may measure performance to the relevant event and award a pro-rated amount.

'Bad leaver' (gross misconduct). Not applicable.

All cases other than gross misconduct.

Change of control/merger.

Vesting: At the time of normal maturity (unless the Committee accelerates vesting).

On the occurrence of the relevant event.

LTIP (outstanding awards made up to 2020)

'Bad leaver' (all cases other than those speciﬁed below).

Death, ill health, injury, permanent disability,Not applicable.

retirement with the agreement period.

of the Committee, redundancy, sale of a division or subsidiary or any other reason that the Committee determines in its absolute discretion. Change of control/merger.

RSP

'Bad leaver' (all cases other than those speciﬁed below).

Death, ill health, injury, permanent disability, retirement with the agreement of the Committee, redundancy, sale of a division or subsidiary or any other reason that the Committee determines in its absolute discretion. Change of control/merger.

Aggreko plc AnnualReportandAccounts2020

Options held under the Sharesave Plans will vest and become exercisable in accordance with the rules of the relevant plan and the governing legislation (to the extent applicable) upon cessation of employment or the occurrence of a designated corporate event.

Period for policy

Vesting: At the end of the relevant performancePayment: At the end of the relevant holding period.

No bonus to be paid for the ﬁnancial year.

Bonuses will only be paid to the extent that the performance measures have been met. Any bonus will be paid on a time pro-rata basis.

Awards continue or pro-rated.

Unvested awards lapse.

Awards vest in full (as pre-earned).

Unvested awards lapse. In normal circumstances, any holding period on vested awards will continue to apply, although the Committee may release awards early.

Awards held for less than one year will normally lapse. Otherwise awards vest over the original timescales, subject to the original performance conditions. Awards are normally pro-rated for time although the Committee has discretion to release early or to disapply pro-rating. In normal circumstances, any holding period on vested awards will continue to apply (except on death when it will end early) although the Committee may release awards early.

Calculation of vesting/payment

On change of control.

Awards will vest to the extent that any performance conditions have been satisﬁed or would have been satisﬁed and will, unless the Committee determines otherwise, be reduced pro-rata to take account of the performance period not completed. Awards may be exchanged for awards over shares in the acquiring company in some circumstances. Any holding period will typically end early.

Not applicable.

Unvested awards lapse. In normal circumstances, any holding period on vested awards will continue to apply, although the Committee may release awards early.

Vesting: At the end of the relevant vesting period.

Payment: At the end of the relevant holding period.

Awards vest over the original timescales, subject to the applicable underpins. Awards are normally pro-rated for time although the Committee has discretion to release early or to disapply pro-rating. In normal circumstances, any holding period on vested awards will continue to apply (except on death when it will end early) although the Committee may release awards early.

On change of control.

Awards will vest to the extent that the underpins have been satisﬁed or would have been satisﬁed and will, unless the Committee determines otherwise, be reduced pro-rata to take account of the vesting period not completed. Awards may be exchanged for awards over shares in the acquiring company in some circumstances.

Any holding period will typically end early.

The policy will take effect from 22 April 2021, being the date of the Company's 2021 AGM, and is intended to apply for a period of three years.

This Report was approved by the Board on 1 March 2021.

Barbara Jeremiah Remuneration Committee Chair

Governance

continued

Statutory disclosures

Directors' report and strategic report

The Directors' report and strategic report for the year ended 31 December 2020 comprise pages 52 to 97 and pages 1 to 51 of this report, together with the sections incorporated by reference. We have included some of the matters normally included in the Directors' report which we consider to be of strategic importance in the strategic report on pages 1 to 51. Speciﬁcally these are:

→ Future business developments on page 10 → Stakeholder information in the section 172 statement on page 46

Disclosures in relation to Listing Rule

LR 9.8.4R, where applicable, are included on page 78 in relation to Long-term Incentive Plans and on page 95 in relation to the dividend waiver arrangements in place for our Employee Beneﬁt Trust.

Both the Directors' report and strategic report have been presented in accordance with applicable company law, and the liabilities of the Directors in connection with those reports are subject to the limitations and restrictions provided. Other information to be disclosed in the Directors' report is given in this section.

Management report

The strategic report and the Directors' report together include the 'management report' for the purposes of Disclosure and Transparency Rule (DTR) 4.1.8R.

Division of responsibilities and matters reserved for the Board

How we divide up our responsibilities at Board level and the schedule of matters reserved for the Board are available on our website atwww.plc.aggreko.com.

2021 Annual General Meeting

Our 2021 AGM will be held at 11.00am on 22 April 2021 at 21 Palmer Street, London, SW1H 0AD.

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 have made the decision that this year's AGM will be a closed meeting. Shareholders can, however, be represented by the Chairman of the meeting acting as their proxy and we remain committed to encouraging engagement on the business of the AGM. We are 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 consider that, within safety constraints and in accordance with government guidance, arrangements regarding attendance at the AGM can change, the Company will notify shareholders as soon as reasonably practical of any such changes via Regulatory Information Service and on the AGM information page of our website atwww.plc.aggreko.com.

We strongly encourage all shareholders to exercise their vote by appointing the Chairman of the meeting as their proxy and providing voting instructions in advance of the AGM, in accordance with the instructions explained in the Notice of AGM.

The Notice of AGM is available on the AGM information pages of our website atwww.plc.aggreko.com.

Dividends

The interim dividend of 5.00 pence per Ordinary Share was paid on 1 October 2020. The Directors recommend a ﬁnal dividend of 10.00 pence per Ordinary Share in respect of the year, making a total for the year of 15.00 pence per Ordinary Share (2019: 9.38 pence), payable on 20 May 2021 to shareholders on the register at the close of business on

23 April 2021.

Dividend payments and DRIP

The Dividend Reinvestment Plan (DRIP) allows shareholders to purchase additional shares in Aggreko with their dividend payments. Further information and a mandate can be obtained from our Registrar, Link Group, whose details are set out on the inside back cover and the shareholder information pages of our website atwww.plc.aggreko.com.

Share capital

On 31 December 2020, the Company had in issue 256,128,201 Ordinary Shares of, 4329/395 pence each, 188,251,587 Deferred Shares of 984/775 pence each, 18,352,057,648 Deferred Shares of 1/775 pence each, 182,700,915 Deferred Shares of 618/25 pence each and 573,643,383,325 Deferred Shares of 1/306125 pence each comprising 29.43%, 40.77%, 0.56%, 29.20% and 0.04% respectively of the Company's issued share capital. Details of the changes in issued share capital during the year are shown in Note 24 to the Accounts.

Material share interests

As at 31 December 2020, the Company had received notiﬁcations of the following major shareholdings, representing 3% or more of the voting rights attached to the issued Ordinary Share capital of the Company:

% of
total
Number	voting
Shareholder	of shares	rights
Liontrust
Investment
Partners LLP	28,222,309	11.02
The Capital Group
Companies Inc	13,446,515	5.24
M&G plc	9,351,326	3.65

Between 31 December 2020 and 1 March 2021, the Company received the following notiﬁcations of major shareholdings:

Shareholder

DateNumber of shares

The Capital Group Companies Inc

19/02/2021 11,818,080

% of total voting rights

4.61

The Directors are not aware of any other material interests amounting to 3% or more in the share capital of the Company.

Rights and obligations attached to shares

Subject to applicable statutes (in this section referred to as the Companies Acts) and to any rights conferred on the holders of any other shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make speciﬁc provision, as the Board may decide.

Voting

Subject to any special terms as to voting upon which any shares may be issued or may for the time being be held and to any other provisions of the Articles of Association of the Company (the "Articles"), on a show of hands every member who is present in person or by proxy or represented by a corporate representative at a general meeting of the Company has one vote.

On a poll, every member who is present in person or by proxy or represented by a corporate representative has one vote for every share of which he or she is the holder. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, is accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority is determined by the order in which the names stand in the register in respect of the joint holding.

Strategic report

Governance

Financial statementsShareholder information

0202stnuoccAdnatropeRlaunnA clp okerggA

Statutory disclosures continued

The holders of the Deferred Shares are not entitled to receive notice of any general meeting of the Company or to attend, speak or vote at any such meeting.

Restrictions on voting

No member is, unless the Board otherwise decides, entitled in respect of any share held by them to vote (either personally or by proxy or by a corporate representative) at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company if any calls or other sums presently payable by them in respect of that share remain unpaid or if they are a person with a 0.25% interest (as deﬁned in the Articles) and they have been served with a restriction notice

(as deﬁned in the Articles) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Acts.

The Company is not aware of any agreement between holders of securities that may result in restrictions on voting rights.

Dividends and other distributions

Subject to the provisions of the Companies Acts, the Company may by ordinary resolution from time to time declare dividends in accordance with the respective rights of the members, but no dividend can exceed the amount recommended by the Board.

Subject to the provisions of the Companies Acts, the Board may pay such interim dividends as appear to the Board to be justiﬁed by the ﬁnancial position of the Company and may also pay any dividend payable at a ﬁxed rate at intervals settled by the Board whenever the ﬁnancial position of the Company, in the opinion of the Board, justiﬁes its payment. If the Board acts in good faith, it shall not incur any liability to the holders of any shares for any loss they may suffer in consequence of the payment of an interim or ﬁnal dividend on any other class of shares ranking pari passu with or after those shares. The Deferred Shares confer no right to participate in the proﬁts of the Company.

Aggreko plc AnnualReportandAccounts2020

On a return of capital on a winding up (excluding any intra-Group reorganisation on a solvent basis), holders of Deferred Shares are entitled to be paid the nominal capital paid up or credited as paid up on such Deferred Shares after paying to the holders of the Ordinary Shares the nominal capital paid up or credited as paid up on the Ordinary Shares held by them respectively, together with the sum of £100,000,000 on each Ordinary Share.

The Board may deduct from any dividend or other monies payable to a member by the Company on or in respect of any shares all sums of money (if any) presently payable by them to the Company on account of calls or otherwise in respect of shares of the Company.

The Board may also withhold payment of all or any part of any dividends or other monies payable in respect of the Company's shares from a person with a 0.25% interest (as deﬁned in the Articles) if such a person has been served with a restriction notice (as deﬁned in the Articles) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Acts.

Variation of rights

Subject to the provisions of the Companies Acts, rights attached to any class of shares may be varied either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as Treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. The necessary quorum applying to any such separate general meeting is two persons holding or representing by proxy not less than one third in nominal value of the issued shares of the class (excluding any shares of that class held as Treasury shares), but at any adjourned meeting one holder present in person or by proxy (whatever the number of shares held by them) will constitute a quorum; every holder of shares of the class present in person or by proxy (excluding any shares of that class held as Treasury shares) is entitled on a poll to one vote for every share of the class held by them (subject to any rights or restrictions attached to any class of shares) and any holder of shares of the class present in person or by proxy may demand a poll.

Restrictions on transfer of securities in the Company

There are no restrictions on the transfer of securities in the Company, except that:

→ Certain restrictions may from time to time be imposed by laws and regulations (for example, insider trading laws); in particular we operate a share dealing code which requires Directors of the Company and certain employees to obtain the approval of the Company before dealing in the Company's Ordinary Shares.
→ The Deferred Shares are not transferable except in accordance with the paragraph headed 'Powers in relation to the Company issuing or buying back its own shares' below or with the written consent of the Directors.
→ The Company is not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities.

Articles of Association

Our Articles are available on our website atwww.plc.aggreko.com. Unless expressly speciﬁed to the contrary in the Articles, the Articles may be amended by a special resolution of the Company's shareholders.

Appointment and replacement of Directors

The rules for the appointment and replacement of Directors are contained in the Company's Articles. They include: the number of Directors must not be less than two or more than 15; the Board may appoint any person to be a Director; any Director so appointed by the Board shall hold ofﬁce only until the next general meeting and shall then be eligible for election; each Director must retire from ofﬁce at the third AGM after the AGM at which he/she was last elected. However, in line with the 2018 UK Corporate Governance Code, all Directors, with the exception of those who have stood down during the course of the year, will stand for annual election at the 2021 AGM.

A Director may be removed by special resolution of the Company. In addition, the ofﬁce of a Director must be vacated if: (i) they resign their ofﬁce by notice in writing delivered to the ofﬁce or tendered at a meeting of the Board; or (ii) by notice in writing they offer to resign and the Board resolves to accept such offer; or (iii) their resignation is requested by all of the other Directors and all of the other Directors are not less than three in number; or (iv) a registered medical practitioner who is treating that Director gives a written opinion to the Company stating that that Director has become physically or mentally incapable of acting as a Director and may remain so for more than three months; or (v) by reason of a Director's mental health, a court makes an order which wholly or partly prevents that Director from personally exercising any powers or rights which that Director would otherwise have; or (vi) they are absent without the permission of the Board from meetings of the Board (whether or not an alternate Director appointed by them attends) for six consecutive months and the Board resolves that their ofﬁce is vacated; or (vii) they become bankrupt or compound with their creditors generally; or (viii) they are prohibited by law from being a Director; or (ix) they cease to be a Director by virtue of the Companies Acts or are removed from ofﬁce pursuant to the Articles.

Directors' conﬂicts of interest

The Company has procedures in place for monitoring and managing conﬂicts of interest. Should a Director become aware that they, or their connected parties, have an interest in an existing or proposed transaction with Aggreko, they should notify the Board in writing or at the next Board meeting. Directors have a continuing duty to update any changes to these conﬂicts.

Powers of the Directors

Subject to the provisions of the Companies Acts, the Articles and to any directions given by the Company in general meeting by special resolution, the business of the Company is managed by the Board, which may exercise all the powers of the Company whether relating to the management of the business of the Company or not.

In particular, the Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or any third party.

Powers in relation to the Company issuing or buying back its own shares

The Directors were granted authority at the last Annual General Meeting held in 2020 to allot relevant securities up to a nominal amount of £4,126,149, representing 33.33% of our issued share capital. That authority will apply until the earlier of 30 June 2021 or at the conclusion of the Annual General Meeting for 2021. At this year's Annual General Meeting, shareholders will be asked to grant an authority to allot relevant securities up to a nominal amount of £4,126,149, representing 33.33% of our issued share capital, such authority to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 30 June 2022).

Special resolutions will also be proposed to renew the Directors' power to make non-pre-emptive issues for cash up to a nominal amount of £1,237,844, representing 10% of our issued share capital.

The Company was also authorised at the Annual General Meeting held in 2020 to make market purchases of up to 25,612,820 Ordinary Shares, representing 10% of our issued share capital. This authorisation will expire on the earlier of the conclusion of the Annual General Meeting of the Company for 2021 or 30 June 2021.

A special resolution will also be proposed at this year's Annual General Meeting to renew the Directors' authority to repurchase the Company's Ordinary Shares in the market. The authority will be limited to a maximum of 25,612,820 Ordinary Shares, representing 10% of our issued share capital, and will set the minimum and maximum prices which may be paid.

The Company may at any time, without obtaining the sanction of the holders of the Deferred Shares:

(a) Appoint any person to execute on behalf of any holder of Deferred Shares a transfer of all or any of the Deferred Shares (and/or an agreement to transfer the same) to the Company

or to such person as the Directors may determine, in any case for not more than one penny for all the Deferred Shares then being purchased from him/her; and

(b) Cancel all or any of the Deferred

Shares so purchased by the Company in accordance with the Companies Acts.

Securities carrying special rights

No person holds securities in the Company carrying special rights with regard to control of the Company.

Rights under the employee share scheme

Estera Trust (Jersey) Limited, as Trustee of the Aggreko Employee Beneﬁt Trust, holds 0.3% of the issued share capital of the Company as at 1 March 2021 on trust for the beneﬁt of the employees and former employees of the Group and their dependants. The voting rights in relation to these shares are exercised by the Trustee and there are no restrictions on the exercise of the voting of, or the acceptance of any offer relating to, the shares. The Trustee is obliged to waive all dividends on the shares unless requested to do otherwise by the Company in writing.

Going concern and viability statements

The going concern statement is included on page 112 of the ﬁnancial statements.

The viability statement is included on page 41 of the strategic report.

Change of control

The Company has in place a number of agreements with advisers, ﬁnancial institutions and customers which contain certain termination rights which would have an effect on a change of control. The Directors believe these agreements to be commercially sensitive and that their disclosure would be seriously prejudicial to the Company; accordingly, they do not intend to disclose speciﬁc details of these. In addition, all of the Company's share schemes contain provisions which, in the event of a change of control, would result in outstanding options and awards becoming exercisable, subject to the rules of the relevant schemes.

There are no agreements between the Company and its Directors or employees providing for compensation for loss of ofﬁce or employment that occurs because of a takeover bid.

Disclosure of information to the Company's auditor

In accordance with section 418 of the Companies Act 2006, the Directors who held ofﬁce at the date of approval of this Directors' Report conﬁrm that, so far as they are each aware, there is no relevant audit information (as deﬁned by section 418(3) of the Companies Act 2006) ofwhich the Company's auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Indemnity of ofﬁcers

Under Article 154 of the Articles, the Company may indemnify any Director or other ofﬁcer against any liability, subject to the provisions of the Companies Acts. The Articles grant an indemnity to the Directors against any liability for the costs of legal proceedings where judgement is given in their favour.

Under the authority conferred by Article 154, the Company has granted indemnities to Directors and ofﬁcers of the Company and its subsidiaries. The indemnities do not apply to any claim which arises out of fraud, default, negligence or breach of ﬁduciary duty or trust by the indemniﬁed person.

In addition, the Company may purchase and maintain for any Director or other ofﬁcer, insurance against any liability. The Company maintains appropriate insurance cover against legal action brought against its Directors and ofﬁcers and the Directors and ofﬁcers of its subsidiaries.

Equal opportunities

Aggreko is committed to promoting equal opportunities for all, irrespective of disability, ethnic origin, gender or any other considerations that do not affect a person's ability to perform their job. Our policies for recruitment, training, career development and promotion of employees are based on the suitability of the individual and give those who are disabled equal treatment with the able bodied where appropriate. Employees disabled after joining the Group are given suitable training for alternative employment with Aggreko or elsewhere.

Human rights

As we continue to grow our business in developing countries, we recognise that human rights are a concern in many regions in which we operate. We have a responsibility to all of our stakeholders to ensure that all of our interactions with them meet or exceed the standards of compliance set out in our ethics policies, approach to equal opportunities, health and safety policies, environmental policies and grievance mechanisms. In addition, we manage risks in relation to talent management and health and safety within our risk management framework. While all these matters are linked, to a greater or lesser extent, to human rights, we prefer to address them as part of our operations, rather than as a separate issue. We continue to evaluate all potential risks and do not think that human rights present material issues for our business.

Strategic report

Governance

Financial statementsShareholder information

0202stnuoccAdnatropeRlaunnA clp okerggA

Statutory disclosures continued

Pensions

The assets of the UK deﬁned-beneﬁt pension fund are controlled by the Directors of Aggreko Pension Scheme Trustee Limited; they are held separately from the assets of the Company and invested by independent fund managers.

These segregated funds cannot be invested directly in the Company. Four trustees have been appointed by the Company and, in addition, two member-nominated trustees have been appointed. This fund was closed to new employees joining the Group after 1 April 2002; new UK employees are now offered membership of a Group Personal Pension Plan. Following a consultation with impacted employees, this fund was closed to future accrual from

31 December 2020. Further detail can be found in Note 28.A4 to the ﬁnancial statements.

Greenhouse gas emissions

In line with the Company's Act 2006, we are reporting on our greenhouse gas (GHG) emissions. We have used the method outlined in the GHG Protocol Corporate Accounting and Reporting Standard (revised edition), using the location-based scope 2 calculation method, together with the latest emission factors from recognised public sources including the UK Department for Business, Energy and Industrial Strategy (BEIS), the US Energy Information Administration (EIA), the US Environmental Protection Agency (EPA) and the Intergovernmental Panel on Climate Change (IPCC).

The tables below present the principal ﬁndings from GHG analyses of the previous three years:

Total GHG emissions by GHG protocol Scope

tCO2e/ year

2020

2019

2018

Scope 1	114,775	4,571,080 6,259,024
Scope 2	15,939	21,964 17,017
Scope 3	12,126,681	9,376,572 6,999,628
Total	12,257,395	13,969,616 13,275,669

Total GHG emissions by ﬂeet/non-ﬂeet

tCO2e/ year 2020 2019 2018

Aggreko plc AnnualReportandAccounts2020

Total

Fleet

12,159,451

13,829,638 13,149,392

Non-ﬂeet

97,944

139,978

126,277

Total

12,257,395

13,969,616 13,275,669

In 2020 we emitted 12,257,395 tonnes of CO2e, a decrease of 12% over 2019. In line with previous years, the results show that 99% of GHG emissions arise from the operation of our ﬂeet when it is out on rent. There are three main factors driving our annual GHG emissions: the fuel types our customers use; the pattern of their usage; and the fuel efﬁciency of the ﬂeet.

There is a decrease in ﬂeet emissions of 12% owing to a reduction in running hours. In 2020 we improved the methodology for collecting the running hours data, which has improved the data accuracy and reduced reliance on estimated data.

During 2020 we reviewed our business model against the GHG Protocol, with particular reference to the control approach taken when reporting our GHG emissions. Our conclusion from this review is that emissions from our ﬂeet when operated on behalf of customers should be reported under Scope 3. This is a change to previous years whereby the emissions from ﬂeet operated within Power Solutions Utility were reported under Scope 1. Our customers deﬁne their energy needs and we supply to them power or cooling equipment to meet that need. Whilst we may operate the equipment on behalf of our customers, our customers maintain operational control as deﬁned by the GHG Protocol. Accordingly, the emissions from our ﬂeet when operated on behalf of customers fall within the Scope 1 remit of our customers.

We have retrospectively applied the same Scope methodology for 2018 and 2019 in the chart below to allow comparison of emissions in each Scope year on year.

Comparative analysis showing scope change

tCO2e/ year 2020 2019

2018

Total

Scope 1	114,775	147,664 114,917
Scope 2	15,939	21,964 17,017
Scope 3	12,126,681	13,799,988 13,143,735
Total	12,257,395	13,969,616 13,275,669

In line with best practice, our GHG accounting systems include an estimate of the upstream GHG emissions associated with fuel supply chains; in 2020 this contributed 16% of ﬂeet combustion emissions, accounting for 16% of Scope 3 emissions.

In terms of the non-ﬂeet activities, emissions from activities associated with premises use (energy, waste, water and refrigerant gases), company vehicles, business travel and third-party freight have all decreased compared to 2019. The most signiﬁcant change seen is with business travel which is 48% lower than 2019, this can be attributed to reduced travel linked to COVID-19 as well as changes to our business travel practices. Third-party freight has reduced by 30%, premises activities by 33% and company vehicle use has remained mostly static with just a 2% reduction.

We are reviewing our Scope 3 emissions with the aim of including more Scope 3 activities in future reporting.

The intensity ratio expresses the GHG impact per unit of physical activity or economic output, with a declining intensity ratio reﬂecting a positive performance improvement. In 2013 we chose to report Revenue Intensity as a suitable metric to measure year on year performance.

As can be seen from the chart below relative emissions (expressed in tCO2e/k£) have increased slightly (3.7%) from 2019 due to the aforementioned increase in ﬂeet emissions.

Whilst normalising emissions by Revenue can be informative, we feel that running hours (the number of hours our ﬂeet are operational for) is a more suitable intensity metric to measure year on year performance. The chart below shows relative emissions using the running ours intensity metric for reporting years 2014 to 2020. There is a slight increase in the running hours emissions intensity for 2020 due to higher utilisation of high KVA sets.

Revenue intensity ratio tCO2e/thousand £

Running hour intensity ratio tCO2e/running hour

0.5

0.4

0.0

2014

2015

2016

2017

2018

Energy Consumption

2019

2020

In 2020 our Scope 1 energy consumption (from facilities fuel, ﬂeet testing and company vehicles) was 430,739 MWh of which 27,768 MWh (6.4%) was consumed in the UK. Our Scope 2 energy consumption (from facilities electricity use) was 37,047 MWh of which 4,717 MWh (13%) was consumed in the UK.

Focusing on our facilities, 2020 energy consumption from electricity and fuel was 59,914 MWh, with 12,200 MWh (20%) consumed in the UK. As part of our initiatives to achieve net-zero in our own operations we are reviewing the energy efﬁciency of our facilities to identify measures to reduce our energy consumption. In 2019 energy consumption from our facilities was 178,922 MWh, with 12,826 MWh (7.2%) consumed in the UK.

In addition, Aggreko's Northern Europe business has been certiﬁed to the Carbon Trust Standard (replacing our CEMARS certiﬁcation as referenced in previous Annual Reports). The Carbon Trust Standard recognises organisations that follow best practice in measuring, managing and reducing their environmental impact, achieving year-on-year reductions in carbon dioxide emissions. The Northern Europe business and our manufacturing facility in Dumbarton have maintained certiﬁcation to ISO 50001. These standards set out and validate a best practice approach to energy management, helping us to set a framework to continually improve energy performance . As part of this work, the Northern Europe business changed its electricity supplier for its service centres to a supplier offering 100% renewable electricity.

Branches

Subsidiaries of the Company have established branches in a number of different countries in which they operate.

Auditor

Resolutions reappointing KPMG as the Company's and Group's auditor and authorising the Audit Committee to determine its remuneration will be proposed at the AGM.

Important events since 31 December 2020

On 6 January 2020, we announced that we had agreed and signed contract revisions with the Tokyo Organising Committee of the Olympic and Paralympic Games. Further detail can be found in Note 1 to the ﬁnancial statements.

There have been no other important events affecting the Company or any subsidiary since 31 December 2020.

Political donations

No political donations were made during the ﬁnancial year (2019: nil).

Approval of the strategic report and Directors' Report

The strategic report set out on pages 1 to 51 and Directors' Report set out on pages 52 to 97 were approved by the Board on 1 March 2021 and have been signed by the Company Secretary on behalf of the Board.

Simon Thomson

Group Legal Director and Company Secretary

1 March 2021

Statement of Directors' responsibilities in respect of the Annual Report and the Financial Statements

The directors are responsible for preparing the Annual Report and the Group and parent Company ﬁnancial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and parent Company ﬁnancial statements for each ﬁnancial year. Under that law they are required to prepare the Group ﬁnancial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and applicable law and have elected to prepare the parent Company ﬁnancial statements in accordance with UK accounting standards and applicable law, including FRS 101 Reduced Disclosure Framework. In addition the Group ﬁnancial statements are required under the UK Disclosure Guidance and Transparency Rules to be prepared in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union ("IFRSs as adopted by the EU").

Under company law the directors must not approve the ﬁnancial statements unless they are satisﬁed that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group's proﬁt or loss for that period. In preparing each of the Group and parent Company ﬁnancial statements, the directors are required to:

→ select suitable accounting policies and then apply them consistently;
→ make judgements and estimates that are reasonable, relevant, reliable and prudent;
→ for the Group ﬁnancial statements, state whether they have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union ("IFRSs as adopted by the EU");
→ for the parent Company ﬁnancial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the parent company ﬁnancial statements;
→ assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
→ use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufﬁcient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the ﬁnancial position of the parent Company and enable them to ensure that its ﬁnancial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of ﬁnancial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the company's website. Legislation in the UK governing the preparation and dissemination of ﬁnancial statements may differ from legislation in other jurisdictions.

Responsibility statement of the directors in respect of the annual ﬁnancial report

We conﬁrm that to the best of our knowledge:

→ the ﬁnancial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of the company and the undertakings included in the consolidation taken as a whole; and → the strategic report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

By order of the Board, 1 March 2021.

Ken Hanna Chairman

Chris Weston

Chief Executive Ofﬁcer

Strategic report

Governance

Financial statementsShareholder information

0202stnuoccAdnatropeRlaunnA clp okerggA

98 Independent auditor's report to the members of Aggreko plc

Aggreko plc AnnualReportandAccounts2020

1 Our opinion is unmodiﬁed

We have audited the ﬁnancial statements of Aggreko Plc ("the Company") for the year ended 31 December 2020 which comprise the Group Income Statement, Group Statement of Comprehensive Income, Group Balance Sheet, Group Cash Flow Statement, Group Statement of Changes in Equity, and the related Notes, including the accounting policies in Note 1 and the Company Balance Sheet, Company Statement of Comprehensive Income, Company Statement of Changes in Equity, and the related notes, including the accounting policies in Note 29.

In our opinion:

→ the ﬁnancial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2020 and of the Group's loss for the year then ended;
→ the Group ﬁnancial statements have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union;
→ the parent Company ﬁnancial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and
→ the ﬁnancial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group ﬁnancial statements, Article 4 of the IAS Regulation to the extent applicable.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law.

Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufﬁcient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee.

We were ﬁrst appointed as auditor by the shareholders on 27 April 2016. The period of total uninterrupted engagement is for the ﬁve ﬁnancial years ended 31 December 2020. We have fulﬁlled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided.

2 Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgement, were of most signiﬁcance in the audit of the ﬁnancial statements and include the most signiﬁcant assessed risks of material misstatement (whether or not due to fraud) identiﬁed by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters, in decreasing order of audit signiﬁcance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the ﬁnancial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.

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Aggreko plc published this content on 15 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2021 09:11:07 UTC.

Goodwill/intangibles/investments	197	227 (13)% (8)%
Rental ﬂeet	793	939 (15)% (11)%
Property & plant	203	227 (11)% (8)%
Working capital (excl. interest creditors)	206	496 (58)% (59)%
Fulﬁlment asset & demobilisation provision	121	72 68% 85%
Cash (incl. overdrafts)	57	36 57% 58%
Total net operating assets	1,577	1,997 (21)% (18)%

Movements in Shareholders' Equity	£m
As at 1 January 2020	1,359
Loss for the period	(111)
Dividend	(13)
Employee share awards	(2)
Re-measurement of retirement beneﬁts	(2)
Currency translation	(83)
Other	(1)
As at 31 December 2020	1,147

Deﬁcit Impact	Proﬁt Impact
Potential change	(Inc.)/Dec	(Inc.)/Dec
Assumption	Inc./(Dec)	£m	£m
Discount rate	(0.5)%	(17)	-
Inﬂation (0.5% increases on pensions increases, deferred revaluation and salary
increases)	0.5%	(13)	-
Longevity	1 year	(5)	-
Treasury
Liquidity and funding

%
Male	5,351	83
Female	1,073	17

Aggreko to Provide Energy Solutions for the FORMULA 1 CRYPTO.COM MIAMI GRAND PRIX	Apr. 24	CI
Aggreko Energy Transition Solutions Acquires Texas Solar Project	Jan. 31	CI
Aggreko Limited acquired UK and South African Businesses of RenEnergy Limited.	Jan. 21	CI
Aggreko Announces Launch of Latest Tier 4 Final Generators in Canada	23-10-17	CI
Aggreko Announces Multi-Million Dollar Purchase of Uninterruptible Power Supply Systems	23-09-12	CI
Aggreko Limited completed the acquisition of Crestchic Plc from consortium of sellers.	23-02-21	CI
Aggreko Limited entered into scheme of arrangement to acquire Crestchic Plc from consortium of sellers for approximately £120 million.	22-12-08	CI
Aggreko Launches New Fleet of Best-In-Class Tier 4 Final Generators	22-09-06	CI
Aggreko Plc announced that it has received funding from Carson Private Capital / TDR Fund IV, LP, TDR Capital LLP, Carson Private Capital	21-10-11	CI
Aggreko : Moody's Assigns B1 Rating To Aggreko Citing Leading Position in Mobile Modular Power Services	21-10-05	MT
Aggreko : Delists from London Bourse as Takeover Completes	21-08-11	MT
Aggreko : I Squared, TDR Complete $3.2 Billion Aggreko Acquisition	21-08-10	MT
Aggreko Plc(LSE:AGK) dropped from FTSE 250 (Ex Investment Companies) Index	21-08-10	CI
Aggreko Plc(LSE:AGK) dropped from FTSE 250 Index	21-08-10	CI
Aggreko Plc(LSE:AGK) dropped from FTSE 350 (Ex Investment Companies) Index	21-08-10	CI
Aggreko Plc(LSE:AGK) dropped from FTSE All-Share Index	21-08-10	CI
Aggreko Plc(LSE:AGK) dropped from FTSE 350 Index	21-08-10	CI
Aggreko Plc(LSE:AGK) dropped from S&P Global BMI Index	21-08-10	CI
TDR Capital LLP and I Squared Capital Advisors, LLC completed the acquisition of Aggreko Plc from group of sellers.	21-08-09	CI
Aggreko : UK Court OKs Aggreko's Acquisition By Albion Acquisitions	21-08-06	MT
Aggreko : Albion Acquisitions Secures $3.5 Billion In Loans To Acquire Aggreko	21-08-02	MT
Dollar waits on inflation data, Aussie gets China lift	21-07-13	RE
Aggreko : $3.2 Billion Takeover By I Squared, TDR To Close In August	21-07-08	MT
EMEA Morning Briefing : Cautious Post-Fed Action to Hold Back Shares	21-06-18	DJ
Aggreko : European Commission OKs Acquisition of Aggreko by I Squared, TDR	21-06-17	MT

Aggreko

Equities

AGK

GB00BK1PTB77

Aggreko : Annual Report and Accounts 2020

Latest news about Aggreko

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Company Profile

Name of Director	A	B	attended
Ken Hanna	10	10	100
Chris Weston	10	10	100
Heath Drewett	10	10	100
Dame Nicola
Brewer	10	10	100
Mark Clare	3	3	100
Barbara
Jeremiah	10	10	100
Uwe Krueger	10	10	100
Sarah Kuijlaars	10	10	100
Diana Layﬁeld	10	10	100
Ian Marchant	10	10	100
Miles Roberts	10	10	100