Remuneration Report

Summary Statement

A statement to shareholders from the Chairman of the Remuneration Committee.

On behalf of the Remuneration Committee, I am pleased to present the Directors' Remuneration Report for the year ended 31 December 2012.

Aggreko's remuneration policy remained unchanged during 2012, and our approach to implementation has also remained consistent with previous years. The Remuneration Committee's focus is on ensuring that the way we manage remuneration for Executives rewards them for delivering what we see as being their central responsibility – to increase the value of the business to shareholders consistently and over a long period of time.

The main focus of the Committee's work is to manage the various aspects of the remuneration package of Executive Directors at Aggreko which comprises:

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

The Committee met four times during 2012; details of members' attendance are set out in the table in the Corporate Governance section.

 The main tasks for the Committee during 2012 were:

• Reviewed and approved the Executive Directors' bonuses for 2011. 
• Set targets for Executive Directors' bonuses for 2012. 
• Reviewed performance and approved the vesting of 2009 LTIP awards. 
• Reviewed and approved targets for the 2012 LTIP grant. 
• Reviewed and recommended to the Board the remuneration for Ken Hanna on his appointment as Chairman. 
• Decided on levels of pay and benefit increases in the annual salary review. 
• Approved the financial arrangements for Directors upon their redundancies. 
• Approved the proposed remuneration packages for the new regional Directors. 
• Reviewed the possible changes in reporting requirements and ensured that Aggreko was compliant. 
• Consulted informally with major shareholders on matters of remuneration policy.

The Committee is aware of the ongoing public debate on executive remuneration in the UK and is sensitive to the concerns of shareholders and other stakeholders on this subject. During the year, the Committee has kept abreast of the developments in regulatory thinking on shareholder voting rights and the reporting of Directors' remuneration. Although the proposed new reporting requirements are not yet finalised, we have opted to incorporate a number of the proposed changes in this year's report to enhance transparency. This report is therefore divided into two distinct sections: a 'Policy Report' and an 'Implementation Report'. The Policy Report outlines Aggreko's remuneration policy for 2013, setting out the role of each element of pay, how the structure of the package helps reinforce the achievement of Aggreko's strategy, and details of reward opportunities available to the Company's Executive Directors. The Implementation Report details how the policy was implemented in 2012, and includes a table for the new single figure of total remuneration for all Directors. We hope these changes help make the Remuneration Report clearer and easier to understand, and would welcome any feedback.

Russell King 

Chairman of the Remuneration Committee 
7 March 2013 

Compliance Statement

This Report covers the period 1 January 2012 to 31 December 2012 and provides details of the Remuneration Committee's role and the remuneration policy we apply in decisions on executive remuneration. The structure of this report has been modified from previous years to take account of the proposed regulations put forward by The Department of Business, Innovation and Skills. 

The Company has complied with the principles and provisions relating to Directors' remuneration in the UK Corporate Governance Code, and this Remuneration Report has been prepared in accordance with the Large & Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. In accordance with Section 439 of the Companies Act 2006, an advisory resolution to approve this report will be proposed at the AGM on 25 April 2013.

In accordance with the Regulations, the following sections of the Remuneration Report are subject to audit: Pensions & Benefits, 2009 LTIP Awards Vesting, 2012 LTIP Awards Granted & Sharesave Plans, and Directors' Emoluments table. The remaining sections of the Remuneration Report are not subject to audit.

Remuneration Committee

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

The full Terms of Reference of the Committee are available on our website or can be obtained from the Company Secretary.

Policy Report

Key principles of the remuneration policy

The Committee has adopted a number of principles which it applies to the way it sets, balances and adjudicates different elements of remuneration for the Executive Directors. As a general policy, we aim to ensure that our remuneration policy rewards executives for delivering what we see as being their central responsibility – to increase the value of the business to shareholders consistently and over a long period of time.

More specifically, our policy is to have a reward package structured such that:

• the fixed element of pay (i.e. salary, pension and benefits) is around the median for companies of similar size and complexity; 
• the majority of executive remuneration is linked to Aggreko's performance, with a heavier weighting on long-term performance than on short-term performance; and 
• the remuneration packages reward a balanced portfolio of measures which deliver value for shareholders, which can be independently verified, and which give clear 'line-of-sight' to the Executives.

In determining the Company's remuneration policy, the Remuneration Committee takes into account the particular business context of Aggreko plc, the industry in which we operate, the geography of our operations, the relevant talent market(s) for each of our Executives, as well as the best practice guidelines published by institutional shareholders and their representative bodies.

The Remuneration Committee will keep remuneration policy under review during the forthcoming year, and, in doing so, will continue to give full consideration to the principles set out in the UK Corporate Governance Code in relation to Directors' remuneration and to the guidance of investor representative bodies.

In particular, the Remuneration Committee intends to review all aspects of 2013 variable pay to ensure it continues to be aligned with the Remuneration Policy and Company strategy. The Committee will consult with major shareholders before making any significant changes.

Summary of Aggreko's remuneration policy for Executive Directors

This section of our report summarises the key components of remuneration for Executive Directors.

Purpose and link to strategy	Operation	Opportunity	Performance metrics	Changes for 2013
Fixed pay
Base salary To attract and retain talent by ensuring base salaries are competitive in the talent market(s) relevant to each individual. We aim to pay the market median for standard performance and up to market upper quartile for upper quartile performance.	Base salaries are generally reviewed in June, with reference to each individual's contribution to Aggreko's performance, to salary levels for comparable roles at relevant comparators, and to salary increases across the Group. In the case of the Chief Executive and CFO, the benchmark we use is the 20 companies either side of Aggreko in the FTSE 100.	Base salary increases are applied in line with the outcome of the annual review.	Continued good performance.	No changes to the policy for 2013. Latest salary increases were effective from July 2012 and are set out in the Implementation Report.
Pension To provide relevant statutory benefits and be competitive in the market in which the individual is employed.	A defined-contribution pension applies to newly appointed Executive Directors, who can opt to take a cash payment in lieu of all or part of their pension.	Contributions of between 20% and 30% of salary p.a.	Continued good performance.	Increase in Chief Executive payment in lieu of pension from 25% to 30% of salary w.e.f. 1 July 2012. CFO payment in lieu of pension to be adjusted by CPI growth each year and subject to a minimum of 25% of salary.
	Angus Cockburn receives a cash payment based on that which would have been payable under his previous defined benefit pension arrangements, net of his own contributions.	Cash payment equates to 44.6% of salary p.a.
Benefits Designed to be competitive in the market in which the individual is employed.	Includes health-care benefits, life assurance cover, and, in some cases, a company car and expatriate package.	Benefits vary by role, and are reviewed periodically relative to market.	Continued good performance.	None.
Variable pay
Annual Bonus Scheme Aims to focus Executive Directors on achieving demanding annual targets relating to Company performance.	Performance measures and targets are set at the start of the year and are weighted to reflect the balance of Group and regional responsibilities for each executive. At the end of the year, the Remuneration Committee determines the extent to which these have been achieved. The Remuneration Committee has the ability to exercise discretion to adjust for factors outside management control.	For the Chief Executive and the former President, North America, the maximum annual bonus opportunity is 125% of salary; on-budget opportunity of 62.5% of salary for Chief Executive and 67.5% of salary for the former President, North America. For the CFO maximum annual bonus opportunity is 100% of salary; on-budget opportunity of 50% of salary. For the other Executive Directors, maximum annual bonus opportunity is 100% of salary; on-budget opportunity of 55% of salary.	Performance measures used for the 2012 annual bonus are set out in the Implementation Report.	No change. For the new post of Regional Director, Americas, the maximum annual bonus opportunity will be 100% of salary, in line with other Executive Directors.
LTIP Aims to align the interests of shareholders and management in growing the value of the business over the long-term.	The LTIP comprises a Performance Share Plan (PSP) and Co-investment Plan (CIP). Award levels and performance conditions are reviewed from time to time to ensure they remain appropriate. Currently, 75% of the LTIP performance is measured against growth in real compound Diluted Earnings per Share, and 25% against Return on Capital Employed.	The PSP provides for a nil-cost conditional award of shares worth up to a normal aggregate limit of 100% of salary per annum. The CIP is a Co-investment plan under which selected executives can voluntarily purchase Aggreko shares up to a value of 30% of their salary, which are then subject to a maximum 'match' by the Company up to 2:1. Awards under both PSP and CIP are subject to both a 'basic' and 'super' performance condition. The CIP 'basic' performance condition does not however apply to the 'Minimum Match' of 1:2. The super performance condition requires exceptional earnings per share based on performance, which if satisfied, multiplies the number of shares that vest under the basic condition by a factor between 1.3 and 2 times. Accordingly, if both the basic and super performance conditions are satisfied in full Executives may receive up to a maximum of 200% of salary's worth of shares under the PSP and a 4:1 match on investment shares under the CIP.	The vesting of awards is usually subject to: continued employment; the Company's performance over a 3-year performance period. The performance measures applied to LTIP awards are reviewed from time to time to ensure they remain appropriate and aligned with shareholder interests. Measures used for the 2012 LTIP award are set out in the Implementation Report.	No change.

Share ownership guidelines

The Committee has a policy of encouraging Executive Directors to acquire and retain a material number of shares in the Company, with the objective of further aligning their long-term interests with those of other shareholders. Under this policy, Executive Directors who are not within five years of their normal retirement age should hold at least 50% of the net proceeds from any shares vesting until their aggregate shareholding is equivalent to at least 100% of their salary. Current Executive Director shareholdings are set out in the Implementation Report below.

Pay-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 three different performance scenarios: 'Minimum', 'Target' and 'Maximum'.

Potential reward opportunities illustrated above are based on the remuneration policy, applied to the base salary in force at 31 December 2012. For the annual bonus, the amounts illustrated are those potentially receivable in respect of performance for 2013. For the CIP, the award opportunities assume full voluntary investment in Aggreko shares. It should be noted that the LTIP awards granted in a year do not normally vest until the third anniversary of the date of grant. The projected value of LTIP amounts excludes the impact of share price movement. In illustrating potential reward opportunities the following assumptions are made:

	Annual bonus	LTIP	Fixed pay
Minimum	No annual bonus payable	Threshold not achieved but minimum amount vesting under the CIP	Latest base salary, pension, benefits
Target	On target annual bonus	Performance warrants 25% vesting	"
Maximum	Maximum annual bonus	Performance warrants full vesting	"

Remuneration of senior executives below the Board

The policy and practice with regard to the remuneration of senior executives below the Board is consistent with that for the Executive Directors. Senior executives participate in the LTIP with the same performance measures applied. In 2012, 150 individuals – about 2.6% of employees – were invited to join one or both of the Plans.

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 does not specifically consult with employees over the effectiveness and appropriateness of the remuneration policy and framework, although as members of the Board they receive the results of the Company's periodical employee satisfaction survey which includes questions covering remuneration.

The increase to the base salaries of the Chief Executive and Chief Financial Officer with effect from 1 July 2012 of 8.9% and 8.1%, respectively, is above the average increase across the Group of 4%. However, the salaries of the Chief Executive and Chief Financial Officer remain well below median, and their larger increases reflect a move towards median, in line with our policy, over time.

Details of Executive Directors' service contracts

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, which reduces the likelihood of having to pay excessive compensation in the event of poor performance. 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 Company	From Director
Rupert Soames	Chief Executive	1 July 2003	12 months	12 months
Angus Cockburn	Chief Financial Officer	1 May 2000	12 months	12 months
Debajit Das	Regional Director, Asia Pacific	1 January 2013	12 months	12 months
Asterios Satrazemis	Regional Director, Americas	1 January 2013	12 months	12 months
David Taylor-Smith	Regional Director, Europe, Middle East & Africa	11 March 2013	6 months increasing to 12 months after 12 months continuous service	6 months increasing to 12 months after 12 months continuous service
Former Executive Directors who have served during 2012
Kash Pandya	Former Regional Director, Aggreko International	20 June 2005	12 months	12 months
Bill Caplan	Former Regional Director, Europe and Middle East	17 November 2008	12 months	12 months
George Walker	Former President, North America	1 January 2001	12 months	12 months

Exit payments policy

The Company's policy is to limit severance payments on termination to pre-established contractual arrangements. In the event that the employment of an Executive Director is terminated, any compensation payable will be determined in accordance with the terms of the service contract between the Company and the employee, as well as the rules of any incentive plans. It is also the Company's policy to negotiate extended non-compete agreements where they are considered appropriate to protect the Company's interests.

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, a provision is included in the executive's contract for immediate dismissal with no compensation payable.

In the event an Executive Director leaves for reasons of death, ill-health, injury, redundancy, retirement with the agreement of the Company, or his employing Company's ceasing to be a member of the Group or other such event as the Remuneration Committee determines, then Performance Share Plan awards held for less than one year will lapse; those held for more than one year will be pro-rated for time and will vest based on performance over the performance period as determined by the Remuneration Committee. Co-investment Plan awards held for less than one year will give the Minimum Match only; those held for more than one year will vest over the Minimum Match and the remainder will be pro-rated for time and vest as soon as practicable after the date of leaving, based on performance up to that date. 

Upon the occurrence of a takeover, scheme of arrangement, winding-up or a demerger (a 'Corporate Event'), Performance Share Plan awards held for less than one year will lapse: Co-investment Plan awards held for less than one year will vest in part in respect only of the Minimum Match (i.e. on a 1:2 basis). LTIP awards granted at least 12 months prior to the date of the relevant Corporate Event will vest to the extent that, in the opinion of the Committee, the Performance Conditions have been/or would have been satisfied on the date of the relevant Corporate Event.

For all other leavers, outstanding LTIP awards will normally lapse. The Remuneration Committee retains discretion to alter these provisions on a case-by-case basis, following a review of circumstances, to ensure fairness for both shareholders and participants.

External appointments

It is the Board's policy to allow the Executive Directors to accept directorships of other quoted companies. Any such directorships must be formally approved by the Chairman of the Board. Details of external directorships held by Executive Directors, together with fees retained during the year are as follows:

Executive Director	Company	Role(s) held	Fees retained
Rupert Soames	Electrocomponents plc	Senior Independent Director/ formerly Acting Chairman	£103,417
Angus Cockburn	Howden Joinery Group plc*	Non-executive Director	£48,000
	GKN plc (w.e.f. 1 January 2013)	Non-executive Director	n/a

*Angus Cockburn has informed the Company that he intends to step down from the Board of Howden Joinery Group plc once a successor has been recruited.

Relative importance of spend on pay

The graph below shows Aggreko's profit after tax, dividend, and total employee pay expenditure for the financial years ended 31 December 2011 and 31 December 2012, and the percentage change.

Considerations of shareholder views

The following table shows the results of the advisory vote on the 2011 Remuneration Report at the 25 April 2012 AGM. It is the Remuneration Committee's policy to consult with major shareholders prior to any major changes to its Executive Director remuneration structure. 

	Total number of votes	% of votes cast
For	158,009,318	94.62%
Against	8,981,688	5.38%
Total votes cast (excluding withheld votes)	166,991,006	100.00%
Votes withheld*	1,469,775	0.87%
Total votes cast (including withheld votes)	168,460,781

*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.

Implementation Report 

The following section provides details of how the remuneration policy was implemented during the year.

Remuneration Committee membership in 2012

The Remuneration Committee is composed of four independent Non-executive Directors, together with the Chairman of the Company (who was an Independent Non-executive Director before his appointment as Chairman). The Remuneration Committee met four times during the year. Attendance at meetings by individual members is detailed in the Corporate Governance Report. The Committee consulted the then current Chairman of the Company, the Chief Executive and the Group Human Resources Director and invited them to attend meetings when appropriate. No Director is present when his own remuneration is being discussed.

Committee members:

Russell King	Chairman
David Hamill
Ken Hanna
Robert MacLeod
Rebecca McDonald	Appointed to the Committee on 13 December 2012

A summary of the topics discussed at each meeting in 2012 is detailed below: 

• Reviewed and approved the Executive Directors' bonuses for 2011. 
• Set targets for the Executive Directors' bonuses for 2012. 
• Reviewed and approved the vesting of 2009 LTIP awards. 
• Reviewed and approved targets for the 2012 LTIP grant. 
• Reviewed and recommended to the Board the remuneration for Ken Hanna on his appointment as Chairman. 
• Decided on levels of pay and benefit increases in the annual salary review. 
• Approved the financial arrangements for Directors upon their redundancies. 
• Approved the proposed remuneration packages for the new regional Directors. 
• Reviewed the possible changes in reporting requirements and ensured that Aggreko was compliant. 
• Consulted informally with major shareholders on matters of remuneration policy.

Advisers

The Committee re-appointed Kepler Associates and New Bridge Street (which is part of Aon plc) as the principal external advisers to the Committee for 2012. During the year, Kepler Associates provided independent advice on a wide range of remuneration matters including current market practice, benchmarking of executive pay and incentive design. New Bridge Street was engaged by the Company Secretary to advise the Committee and the Company generally on revisions to and administration of the Company's share plans. Simmons & Simmons LLP were engaged by the Group Human Resources Director to provide legal advice to the Committee and employment law advice concerning senior executives to the Company.

Each of these advisers is independent and, except as described above, does not provide any other services to the Group. Kepler Associates and New Bridge Street are members of the Remuneration Consultants Group and are signatories to its code of conduct. The fees paid to advisers in respect of work carried out in 2012 are shown in the table below:

	Kepler Associates	New Bridge Street	Simmons & Simmons LLP
Remuneration Committee support	£103,647	£21,914	£27,672
Other support	–	£66,871	£2,016

Single total figure of remuneration

The table below sets out a single figure for the total remuneration received by each Director for the year ended 31 December 2012.

Single total figure table 2012 (£'000)

					LTIP
	Salary/fees	Benefits	Pension	Annual bonus	PSP	CIP	Total
Rupert Soames	648	43	179	51	1,280	822	3,023
Angus Cockburn	385	35	178	24	537	493	1,652
Kash Pandya 1	355	159	66	11	520	477	1,588
George Walker 2	320	24	129	188	499	458	1,618
Bill Caplan 3	266	4	53	143	484	352	1,302
Ken Hanna	229	–	–	–	–	–	229
David Hamill	70	–	–	–	–	–	70
Russell King	70	–	–	–	–	–	70
Diana Layfield	37	–	–	–	–	–	37
Robert MacLeod	70	–	–	–	–	–	70
Rebecca McDonald	14	–	–	–	–	–	14
Philip Rogerson	70	14	–	–	–	–	84

Note 1	Kash Pandya will continue to be employed by the Company until 15 September 2013 in accordance with the arrangements described in 'Exit arrangements made during the year' below. It is estimated that the salary/fees, benefits and pension that would be payable for the period 1 January 2013 to 15 September 2013 will be £331,600.
Note 2	This is paid in local currency and for the purposes of this table has been converted into Sterling using the average year to date exchange rate of £1 = US$1.5854.
Note 3	Bill Caplan resigned as a Director on 13 November 2012 and his salary/fees, benefits, pension and bonus are shown pro-rated to that date. He will continue to be employed by the Company until 30 September 2013 in accordance with the arrangements described in 'Exit arrangements made during the year'  below. It is estimated that the salary/fees, benefits, pension and 2012 pro-rated annual bonus that would be payable for the period 14 November 2012 to 30 September 2013 will be £364,200.

 

The figures have been calculated as follows:

1. Base salary/fees: amount earned for the year.
2. Benefits: the taxable value of benefits received in the year.
3. Pension: the amount of any Company pension contributions and cash in lieu. The increase in transfer value of Angus Cockburn's interest in the defined benefit scheme is not included in this table but is referred to in the Benefits section of the Remuneration Report.
4. Annual bonus: the total bonus earned on performance during the year.
5. LTIP: the market value of shares to vest under the 2010 LTIP on 15 April 2013 on performance to 31 December 2012 (73% vesting on performance) based on the average market value over the last quarter of 2012 of 2128.59p. Details of awards under the 2009 LTIP, which vested on 16 April 2012, are not included in this table but are set out in the LTIP Awards section.

Base salary

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

The appropriate market rate is the rate in the market place from which the individual is most likely to be recruited. The Company operates in a number of market places throughout the world where remuneration practices and levels differ. This can result in pay and benefit differentials between the Executive Directors. In arriving at an appropriate market rate, we commission studies from our advisers, who carry out in-depth research on the practices of Aggreko's peer group to establish accurate benchmarks. The same approach is taken for expatriate and overseas salaries where reference is made to the appropriate data for the geographical location.

A table setting out individual salary levels and change in salary is provided below: 

		Base salary at:
Executive Director	Position	31 December 2012	31 December 2011	Increase
Rupert Soames	Chief Executive	£675,000	£620,000	9%
Angus Cockburn	Chief Financial Officer	£400,000	£370,000	8%
Debajit Das1	Regional Director, Asia Pacific	£303,000	n/a	n/a
Asterios Satrazemis2	Regional Director, Americas	£315,377	n/a	n/a
David Taylor-Smith3	Regional Director, Europe, Middle East & Africa	£340,000	n/a	n/a
Former Executive Directors
Kash Pandya	Former Regional Director, Aggreko International	£360,000	£350,000	3%
Bill Caplan4	Former Regional Director, Europe and Middle East	£309,000	£300,000	3%
George Walker5	Former President, North America	£324,839	£311,896	3%

1	Salary as at Date of Appointment 1 January 2013. This is paid in local currency SG$600,000 and for the purposes of this table has been converted into Sterling using the average year to date exchange rate of £1 = SG$1.9802.
2	Salary as at Date of Appointment 1 January 2013. This is paid in local currency US$500,000 and for the purposes of this table has been converted into Sterling using the average year to date exchange rate of £1 = US$1.5854.
3	Salary as at Date of Appointment 11 March 2013.
4	Date of Resignation 13 November 2012.
5	This is paid in local currency US$515,000 (2011: US$500,000) and for the purposes of this table has been converted into Sterling using the average year to date exchange rate of £1 = US$1.5854 (2011: 1.6031).

Pensions

Executive Directors participate in pension schemes or receive cash in lieu with a value appropriate to the median practice in their home countries.

In 2002 the Company closed its Defined Benefits scheme for UK employees to new joiners, and as a consequence Angus Cockburn is the only Director who is a member of this scheme. The other Executive Directors are members of the Aggreko plc Group Personal Pension Plan, which is a defined contribution scheme. Rupert Soames is entitled to a pension contribution from the Company of 30% of his basic salary (25% prior to 1 July 2012) and other Executives are entitled to a Company contribution of 20%. With effect from April 2011 no further contributions are being made to the Plan for Rupert Soames and he receives a cash payment in lieu. Other Executive Directors have elected to take part of the Company contribution into the Group Personal Pension Plan and part as a cash payment. These cash payments are shown as Cash payments in lieu of pension in the Emoluments table. George Walker is entitled to participate in the Employees' Savings Investment Retirement plan and the Supplemental Executive Retirement plan of Aggreko LLC, which is governed by the laws of the United States. These plans allowed contributions by the employee and the Group to be deferred for tax. Contributions paid by the Company under the defined contribution plans during the year are as follows:

		2012			2011
Executive Director	Paid to pension	Paid cash	Total	Paid to pension	Paid cash	Total
Rupert Soames	–	£178,752	£178,752	£37,500	£115,002	£152,502
Angus Cockburn1	–	£178,494	£178,494	–	£116,270	£116,270
Kash Pandya	£15,840	£49,878	£65,718	£15,840	£48,880	£64,720
Bill Caplan 2	£35,000	£18,289	£53,289	£44,000	£14,002	£58,002
George Walker 3	£128,687	–	£128,687	£122,068	–	£122,068

1. The payment in 2011 of £116,270 was for May to December.
2. The payments in 2012 are up to date of resignation, 13 November 2012.
3. This is paid in local currency US$204,020 (2011: US$195,688) and for the purposes of this table has been converted into Sterling using the average year to date exchange rate of £1 = US$1.5854 (2011: 1.6031).

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

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

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

For 2012 the cash payments were equivalent to £178,494 (2011: £116,270). For 2013 onwards, the amount will be adjusted by CPI growth each year subject to a minimum of 25% of salary.

This is shown as Cash payments in lieu of pension in the Emoluments table.

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

	Age	Accrued pension at 31 December 2012 £ pa	Increase in accrued pension during 2012 £ pa	Increase in accrued pension during 2012 (net of inflation) £ pa	Transfer value of accrued pension at 31 December 2012 £	Transfer value of accrued pension at 31 December 2011 £	Director's contributions during the year £	Increase in transfer value during 2012 £
Angus Cockburn	49	85,023	4,049	–	1,547,730	1,466,961	–	80,769

Angus Cockburn's transfer value has increased by 5.5% over 2012. The main factors were the increase in his pension entitlement for statutory revaluation (5%), which was greater than the previous RPI assumption (3.4%), the fact that he is one year older and that (all else being equal) the assumptions used to calculate the transfer value as at 31 December 2012 place a slightly lower value on the liability than those used at the end of 2011.

The transfer value has been calculated in accordance with the methods and assumptions underlying the calculation of cash equivalents under the Aggreko plc Pension Scheme, which are in line with the Occupational Pension Schemes (Transfer Values) Regulations 1996.

The accrued pension is the amount which would be paid at the anticipated retirement date based on a date of leaving the Scheme of 30 April 2011, with allowance for one statutory revaluation increase in the period to 31 December 2012. No allowance is made for any further statutory increases from 31 December 2012.

Angus Cockburn is also entitled to a pension of £2,162 per annum payable from age 60 from the Aggreko plc Pension Scheme resulting from benefits transferred in from the scheme of a previous employer. This benefit is not included in the above disclosure.

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

Benefits

All the Executive Directors receive health-care benefits and life assurance cover. Rupert Soames and Angus Cockburn receive the benefit of a Company-funded car and George Walker receives a car allowance. On joining the Company David Taylor-Smith will receive a Company-funded car. Kash Pandya, who was seconded from the UK to Dubai, received an overseas secondment package covering the cost of housing in Dubai and use of local facilities, a car allowance, and a contribution to school fees. Debajit Das receives an overseas secondment package to cover housing, travel allowance, car allowance and a contribution to school fees, and Asterios Satrazemis is entitled to a repatriation allowance to cover the cost of returning to the USA from Australia which includes an accommodation allowance and contribution to school fees; he is also entitled to receive a car allowance.

Annual Bonus Scheme

The purpose of the Annual Bonus Scheme is to align Executive Directors with performance during the year, and to motivate them to meet and beat demanding annual performance targets. In 2012 the on-budget and maximum bonus earnings for the Executive Directors were:

	% of annual salary
Executive Director	On-budget	Maximum
Rupert Soames	62.5%	125.0%
Angus Cockburn	50.0%	100.0%
Kash Pandya	55.0%	100.0%
Bill Caplan	55.0%	100.0%
George Walker	67.5%	125.0%

The targets for the Annual Bonus Scheme are tied to the Annual Budgets set by the Board and have due regard to external forecasts. Generally, bonuses will start to be earned at performance levels a few percentage points below Budget, increase sharply to Budget, and then increase until they reach capped levels, which will generally be at 10-15% above Budget. Executive Directors with regional management responsibilities have half of their bonus related to the performance of their region (as measured by trading profit and return on capital employed) and half related to Diluted Earnings Per Share (D-EPS). The Chief Executive's and Chief Financial Officer's bonuses are measured exclusively against D-EPS.

D-EPS is calculated on a constant currency basis, using exchange rates fixed at the beginning of the year, so that the bonus reflects the true performance of the business, and not currency movements. The Budget for bonus purposes was set at D-EPS of 106.84p; the actual outcome on the adjusted basis set out above was 102.14p, representing growth of 14.8% over the prior year, and 95.6% of Budget.

Readers are referred to our Review of Trading, where the difference between headline growth and underlying growth is set out; in 2012 the actual rate of underlying growth in Trading Profit, as defined in the Review of Trading, was 6%.

The table below sets out the total bonus entitlement for each Executive Director for 2012:

		D-EPS				Regional trading profit			Regional ROCE
Executive Director	Total max bonus (% salary)	Max bonus % salary	% growth	% salary		Max bonus % salary	% growth	% salary	Max bonus % salary	%	% salary	Total % salary	Total payable
Rupert Soames	125%	125	14.8	8								8	£50,701
Angus Cockburn	100%	100	14.8	6								6	£24,036
Kash Pandya	100%	50	14.8	3		40	-5	0	10	27.4	0	3	£10,816
Bill Caplan	100%	50	14.8	3		40	57	40	10	28.2	10	53	£163,784
George Walker	125%	62.5	14.8	4		52.5	26	44	10	26.7	10	58	$298,858

To reflect the new Group structure the Committee will be reviewing the targets for the 2013 Annual Bonus Scheme in April 2013.

Long-term Incentive Plan

The LTIP was first introduced in 2004, and each year senior executives are invited to join. It consists of two distinct elements: the Performance Share Plan (PSP) and the Co-investment Plan (CIP).

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

The PSP is a nil-cost conditional award of shares which vest depending on performance against the targets; the number of shares conditionally awarded is related to the salary of the individual concerned and his or her level within the Company. The PSP provides for annual awards of performance shares up to an aggregate limit of 100% of salary in normal circumstances and 200% of salary in exceptional circumstances.

The CIP is a Co-investment plan, whose purpose it is to encourage executives to buy and hold shares in the Company. Participants can subscribe to purchase Aggreko shares up to a value of 30% of their salary, each year that they are invited to join the CIP; if they hold those shares for three years, (or, if earlier, the date that their CIP award vests), they will be entitled to receive a minimum award of one share for every two they subscribed (the Minimum Match), plus a performance-related award of a further three shares for every two they subscribed. The Minimum Match is not subject to performance conditions.

The performance criteria for the LTIP are set annually; in 2012 they were:

• 75% of the award is based on CPI inflation-adjusted compound annual growth in D-EPS over the three-year performance measurement period in a range of 3% to 10%. No performance shares will be awarded against this element if performance is less than 3% and awards will increase straight-line to the maximum at 10% growth.
• 25% of the award is based on average ROCE over the performance period in a range of 26% to 28%. No performance shares will be awarded against this element if performance is less than 26% and awards will increase straight-line to the maximum at 28% ROCE.

In addition to the above, and to reward truly exceptional performance, the number of shares awarded to participants in the both elements of the 2012 LTIP may be increased by between 1.3 and 2 times if the real compound annual growth in D-EPS over the three-year performance measurement period is in a range of 13% to 20%, as illustrated below:

2009 LTIP awards vesting

The performance period for the 2009 LTIP awards ended on 31 December 2011. Over the period:

• Aggreko's aggregate D-EPS was 228.2p which is the equivalent of a real compound annual growth rate of 24%. This exceeded the upper limit of the performance range and accordingly all 75% of the award vested under this criterion. 
• Aggreko's actual average ROCE for the period was 29.5%, which exceeded the upper limit of the performance range and accordingly all 25% of the award vested under this criterion.
• Further, as real compound annual growth in D-EPS exceeded 20%, the enhanced LTIP was triggered. This resulted in the maximum 2 times multiple being applied to the total number of shares vesting based on the above criteria.

This combined performance resulted in 100% of 2009 LTIP awards vesting:

Executive Director	Vested during the year	Date vested	Option price	Market price on date vested	Value
Performance Share Plan
Rupert Soames	190,114	16 April 2012	nil	2186p	£4,155,892
Angus Cockburn	79,848	16 April 2012	nil	2186p	£1,745,477
Kash Pandya	77,186	16 April 2012	nil	2186p	£1,687,286
Bill Caplan	71,864	16 April 2012	nil	2186p	£1,570,947
George Walker	81,846	16 April 2012	nil	2186p	£1,789,154
Executive Director	Vested during the year	Date vested	Option price	Market price on date vested	Value
Co-investment Plan
Rupert Soames	134,608	16 April 2012	nil	2186p	£2,942,531
Angus Cockburn	80,764	16 April 2012	nil	2186p	£1,765,501
Kash Pandya	78,072	16 April 2012	nil	2186p	£1,706,654
Bill Caplan	60,000	16 April 2012	nil	2186p	£1,311,600
George Walker	82,788	16 April 2012	nil	2186p	£1,809,746

Each of the above awards was granted on 16 April 2009. The market price of the shares on that date was 533.5p. Therefore 76% of the value of the award to participants was derived from share price accretion during the period.

The aggregate gain made on these exercises was £20,484,787 of which £7,098,423 related to the gain of the highest paid Director.

The market price of the shares at 31 December 2012 was 1740 pence and the range during the year was 1664 pence to 2400 pence.

In 2011 the performance criteria were identical to 2012. In 2010 they were similar, except that the range for the ROCE performance condition was 25% to 27%.

2012 LTIP awards granted

In April 2012 Executive Directors were granted awards of shares under the PSP and CIP ranging from 70% to 100% of salary. The three year performance period over which D-EPS and ROCE performance will be measured began on 1 January 2012 and will end on 31 December 2014. None of the awards granted under the 2012 LTIP are eligible to vest until 16 April 2015 (except in certain circumstances where a CIP participant ceases to be an employee of the Group, as described within the exit payments policy). The performance conditions attached to awards are discussed above.

Sharesave Plans

The Board believes that Sharesave schemes are valuable in aligning the interests of employees and shareholders, and the Company seeks to make it possible for as many employees as practicable to join the scheme or its various proxies. In 2012, there were 2,192 employees in Aggreko subscribing to Sharesave Plans. The Aggreko Sharesave Plans are normally offered annually to employees and Executive Directors who have at least three months' continuous service, and allow a maximum of £250 per month to be saved and converted into Aggreko shares at the end of either two, three, four or five year periods, depending on local legislation. The options under the Sharesave Option Schemes have been granted at a 20% discount on the share price calculated over the three days prior to the date of invitation to participate, mature after three years and are normally exercisable in the six months following the maturity date. The options under the US Stock Purchase Plan have been granted at a discount of 15% on the closing share price on the date of grant, mature after two years and are normally exercisable in the three months following the maturity date.

The following table shows the interests of the Directors who served during the year in the Group's LTIP and Sharesave plans.

	31.12.2011	Granted during year	Vested/exercised during year	31.12.2012	Option price	Date from which exercisable
Performance Share Plan
Rupert Soames	190,114	–	190,114	–	nil	16.04.2012
Rupert Soames	82,918	–	–	82,918	nil	15.04.2013
Rupert Soames	78,176	–	–	78,176	nil	19.04.2014
Rupert Soames	–	55,210	–	55,210	nil	16.04.2015
Angus Cockburn	79,848	–	79,848	–	nil	16.04.2012
Angus Cockburn	34,826	–	–	34,826	nil	15.04.2013
Angus Cockburn	32,834	–	–	32,834	nil	19.04.2014
Angus Cockburn	–	23,064	–	23,064	nil	16.04.2015
George Walker	81,846	–	81,846	–	nil	16.04.2012
George Walker	32,364	–	–	32,364	nil	15.04.2013
George Walker	27,228	–	–	27,228	nil	19.04.2014
George Walker	–	19,856	–	19,856	nil	16.04.2015
Kash Pandya	77,186	–	77,186	–	nil	16.04.2012
Kash Pandya	33,666	–	–	33,666	nil	15.04.2013
Kash Pandya	29,186	–	–	29,186	nil	19.04.2014
Kash Pandya	–	21,816	–	21,816	nil	16.04.2015
Bill Caplan	71,864	–	71,864	–	nil	16.04.2012
Bill Caplan	31,344	–	–	31,344	nil	15.04.2013
Bill Caplan	25,538	–	–	25,538	nil	19.04.2014
Bill Caplan	–	18,700	–	18,700	nil	16.04.2015
Co-investment Plan
Rupert Soames	134,608	–	134,608	–	nil	16.04.2012
Rupert Soames	53,240	–	–	53,240	nil	15.04.2013
Rupert Soames	46,904	–	–	46,904	nil	19.04.2014
Rupert Soames	–	33,124	–	33,124	nil	16.04.2015
Angus Cockburn	80,764	–	80,764	–	nil	16.04.2012
Angus Cockburn	31,944	–	–	31,944	nil	15.04.2013
Angus Cockburn	28,144	–	–	28,144	nil	19.04.2014
Angus Cockburn	–	19,768	–	19,768	nil	16.04.2015
George Walker	82,788	–	82,788	–	nil	16.04.2012
George Walker	29,684	–	–	29,684	nil	15.04.2013
George Walker	23,340	–	–	23,340	nil	19.04.2014
George Walker	–	17,020	–	17,020	nil	16.04.2015
Kash Pandya	78,072	–	78,072	–	nil	16.04.2012
Kash Pandya	30,880	–	–	30,880	nil	15.04.2013
Kash Pandya	25,016	–	–	25,016	nil	19.04.2014
Kash Pandya	–	18,700	–	18,700	nil	16.04.2015
Bill Caplan	60,000	–	60,000	–	nil	16.04.2012
Bill Caplan	22,800	–	–	22,800	nil	15.04.2013
Bill Caplan	21,888	–	–	21,888	nil	19.04.2014
Bill Caplan	–	16,028	–	16,028	nil	16.04.2015
Sharesave Options
Rupert Soames	726	–	–	726	1239p	01.01.2014
Angus Cockburn	714	–	–	714	1260p	01.01.2015
Angus Cockburn	2,196	–	2,196	–	437p	01.01.2012
Kash Pandya	1,629	–	–	1,629	553p	01.01.2013
Bill Caplan	1,641	–	–	1,641	553p	01.01.2013
US Stock Purchase Plan
George Walker	–	312	–	312	US$31.15	01.12.2014
George Walker	419	–	419	–	US$22.52	01.12.2012

Exit arrangements made during the year

During the year Bill Caplan's position became redundant and subsequently he resigned from the Board on 13 November 2012 but will continue to be employed by the Company until 30 September 2013, under theterms of his current contract, except that no annual bonus will be payable in respect of 2013. He has signed an extended non-compete agreement beyond that required by his contract of employment in return for which the Committee agreed, pursuant to the LTIP rules, that his awards under the LTIPs would not lapse but, in the case of 2012 awards, be pro-rated in the proportion 24/36 and, in the case of 2010, 2011 and 2012 awards, remain subject to performance conditions.

During the year Kash Pandya's position became redundant and subsequently he resigned from the Board on 31 December 2012 but will continue to be employed by the Company until 15 September 2013, under the terms of his current contract, except that no annual bonus will be payable in respect of 2013. He has signed an extended non-compete agreement beyond that required by his contract of employment in return for which the Committee agreed, pursuant to the LTIP rules, that his awards under the LTIPs would not lapse but, in the case of 2011 and 2012 awards, be pro-rated in the proportions 32/36 and 20/36 respectively and, in the case of 2010, 2011 and 2012 awards, remain subject to performance conditions.

George Walker resigned from the Board on 31 December 2012, but continues to be employed by the Group as Group Marketing Director.

No compensation for loss of office or other payment in connection with their resignation was made to Bill Caplan, Kash Pandya or George Walker.

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 remuneration policy and level of fees for the Chairman of the Board. Remuneration comprises an annual fee for acting as a Chairman or Non-executive Director of the Company. Additional fees are paid to Non-executive Directors in respect of service as Chairman of the Audit and Remuneration Committees and as Senior Independent Director. When setting these fees, reference is made to information provided by a number of remuneration surveys, the extent of the duties performed, and the size of the Company. The Chairman and Non-executive Directors are not eligible for bonuses, retirement benefits or to participate in any share scheme operated by the Company. The current fees are:

Role	Fee
Chairman fee	£310,000
Non-executive Director base fee	£55,000
Committee Chairman additional fee	£20,000
Senior Independent Director additional fee	£20,000

The Chairman's fee was set in March 2012 with effect from his date of appointment, 25 April 2012, and the additional fees for Committee chairmen and the Senior Independent Director were increased from £10,000 to £20,000 with effect from 1 July 2012. Other Non-executive Directors' fees were last increased in July 2011.

The dates of the Chairman's and Non-executive Directors' appointments who served during the reporting period were as follows:

Non-executive Director	Position	Effective date of contract	Unexpired term as at 31 December 2012
Ken Hanna	Chairman	25 April 2012*	2 years 3 months
David Hamill	Non-executive Director	1 May 2010*	4 months
Russell King	Non-executive Director	2 February 2012*	2 years 1 month
Diana Layfield	Non-executive Director	1 May 2012	2 years 4 months
Robert MacLeod	Non-executive Director	10 September 2010*	8 months
Rebecca McDonald	Non-executive Director	1 October 2012	2 years 9 months
Philip Rogerson	Former Chairman	24 April 2011*	–

* Replaces an earlier contract/letter of appointment.

The Directors are subject to annual re-election at the AGM.

Directors' shareholdings

Total shareholdings of Directors

As at 31 December 2012, the shareholdings of the Directors were as follows:

Director	Shareholding requirement (% salary)	Shares held: owned outright	Shares held: subject to performance	Shares held: subject to deferral	Options held: subject to performance	Options held: subject to deferral	Current shareholding (% salary)*	Guideline met?
Rupert Soames	100	307,600	349,572	–	726	–	793	Yes
Angus Cockburn	100	72,078	170,580	–	714	–	314	Yes
George Walker	100	26,015	149,492	–	312	–	139	Yes
Kash Pandya	100	25,367	159,264	–	1,629	–	123	Yes
Bill Caplan	100	25,620	136,298	–	1,641	–	144	Yes
Ken Hanna		20,188
David Hamill		3,875
Russell King		3,875
Diana Layfield		–
Robert MacLeod		19,375
Rebecca McDonald		–

* Share price used 1740p as at 31 December 2012.

Total interests of the Directors as at 31 December 2012

Director	At 31 December 2012	At 31 December 2011
Rupert Soames	307,600	303,792
Angus Cockburn	72,078	118,482
Ken Hanna	20,188	9,688
David Hamill	3,875	3,875
Russell King	3,875	3,875
Diana Layfield	–	–
Robert MacLeod	19,375	19,375
Rebecca McDonald	–	–
George Walker	26,015	72,457
Bill Caplan1	25,620	25,354
Kash Pandya	25,367	105,367
Philip Rogerson2	71,746	71,746

1. As at date of Resignation 13 November 2012.
2. As at date of Retirement 25 April 2012.

Rupert Soames, Angus Cockburn, George Walker, Kash Pandya and Bill Caplan as employees of the Company, have an interest in the holdings of the Aggreko Employee Benefit Trust (the 'EBT') as potential beneficiaries. The EBT is a trust established to distribute shares to employees of the Company and its subsidiaries in satisfaction of awards granted under the Aggreko Share Performance Plan and Aggreko Co-investment Plan. At 31 December 2012, the trustees of the EBT held a total of 2,176,628 Aggreko plc ordinary shares (2011: 4,805,289) and this holding remains unchanged at the date of this report. The dividend has been waived on these shares.

Emoluments table

The following table shows the emoluments of each of the Directors who served during the year.

2012 emoluments

	Note	Salary £	Fees £	Benefits in kind £	Annual bonus £	Cash payments in lieu of pension £	2012 total £
Chairman:
Ken Hanna		–	228,923	–	–	–	228,923
Executives:
Rupert Soames		647,500	–	42,876	50,701	178,752	919,829
Angus Cockburn		385,000	–	35,223	24,036	178,494	622,753
George Walker	1	320,108	–	23,737	188,506	–	532,351
Kash Pandya	2	355,000	–	159,004	10,816	49,878	574,698
Bill Caplan	3	266,438	–	3,661	143,311	18,289	431,699
Non-executives:
David Hamill		–	70,000	–	–	–	70,000
Robert MacLeod		–	70,000	–	–	–	70,000
Russell King		–	70,000	–	–	–	70,000
Diana Layfield	4	–	36,666	–	–	–	36,666
Rebecca McDonald	5	–	13,750	–	–	–	13,750
Philip Rogerson	6	–	70,000	14,310	–	–	84,310
2012 total		1,974,046	559,339	278,811	417,370	425,413	3,654,979

Note 1	This is paid in local currency and for the purposes of this table has been converted into Sterling using the average US Dollar year to date exchange rate of £1 = US$1.5854.
Note 2	Kash Pandya will continue to be employed by the Company until 15 September 2013 in accordance with the arrangements described in 'Exit arrangements made during the year' above. It is estimated that the total emoluments payable for the period 1 January 2013 to 15 September 2013 will be £331,600.
Note 3	The emoluments are up to date of resignation, 13 November 2012 and the annual bonus for 2012 has been pro-rated for time. Bill Caplan will continue to be employed by the Company until 30 September 2013 in accordance with the arrangements described in 'Exit arrangements made during the year' above. It is estimated that the total emoluments payable for the period 14 November 2012 to 30 September 2013 will be £364,200.
Note 4	2012 Emoluments are from date of appointment, 1 May 2012.
Note 5	2012 Emoluments are from date of appointment, 1 October 2012.
Note 6	2012 Emoluments are up to date of retirement, 25 April 2012.

 

2011 emoluments

		Salary £	Fees £	Benefits in kind £	Annual bonus £	Cash payments in lieu of pension £	2011 total £
Chairman:
Philip Rogerson		–	205,000	–	–	–	205,000
Executives:
Rupert Soames		610,000	–	37,580	637,622	115,002	1,400,204
Angus Cockburn		364,999	–	30,356	304,413	116,270	816,038
George Walker		304,098	–	10,105	289,672	–	603,875
Kash Pandya		320,000	–	119,679	279,275	48,880	767,834
Bill Caplan		289,999	–	2,736	123,411	14,002	430,148
Non-executives:
David Hamill		–	58,500	–	–	–	58,500
Robert MacLeod		–	58,500	–	–	–	58,500
Russell King		–	58,500	–	–	–	58,500
Ken Hanna		–	50,499	–	–	–	50,499
2011 total		1,889,096	430,999	200,456	1,634,393	294,154	4,449,098

Comparison of Company performance

The graph below shows the value, at 31 December 2012, of £100 invested in Aggreko's shares on 31 December 2007 compared with the current value of the same amount invested in the FTSE 100 Index. The FTSE 100 Index is chosen because Aggreko is a constituent member of this group.

This Report was approved by the Board on 7 March 2013.

Signed on behalf of the Board.

Russell King

Chairman, Remuneration Committee
7 March 2013