PETROFAC LD — AGM Information 2011

Mar 24, 2011

Petrofac

P

Notice of Annual General Meeting

2011

This document is important and requires your immediate attention. Please read it straight away. If you have any doubts about what action you should take, contact your independent financial adviser immediately.

If you have sold or transferred all of your shares in Petrofac Limited, you should pass this document and the associated Proxy Form to the person through whom you made the sale or transfer for transmission to the purchaser or transferee.

---

Petrofac Notice of Annual General Meeting 2011

Letter from the Chairman

Ogier House
The Esplanade
St Helier
Jersey JE4 9WG

24 March 2011

Dear Shareholder

2011 Annual General Meeting

I have pleasure in inviting you to the sixth Annual General Meeting ('AGM') of Petrofac Limited to be held at the Sofitel St James Hotel, 6 Waterloo Place, London SW1Y 4AN at 10.30 am on Friday, 13 May 2011. Refreshments will be available from 10.00 am. The map on the back page of this document shows the location of the Sofitel St James Hotel.

You will find with this letter:

• the Notice of AGM setting out the resolutions to be proposed, together with an explanation for each resolution and guidance notes for those shareholders who wish to attend the meeting or to vote by post or electronically
• a Proxy Form
• a copy of the 2010 Annual Report and Accounts and the directors' remuneration report

Of particular note in relation to this year's AGM are the proposed changes to the composition of the Board. Kjell Almskog and I will be retiring from the Board and will not be offering ourselves for re-appointment. Should the resolutions proposed at the AGM be passed:

• Norman Murray will replace me as Chairman of the Board and as chair of the Nominations Committee
• Roxanne Decyk will replace Kjell Almskog on the Nominations Committee, Audit Committee, Risk Committee and Remuneration Committee
• Rijnhard van Tets will replace Kjell Almskog as Senior Independent Director

In accordance with best practice for AGMs, all resolutions will be put to a vote on a poll rather than being decided on a show of hands. We believe that this will result in a more accurate reflection of the views of our shareholders. If you are unable to attend the meeting in person, you should complete, sign and return the Proxy Form so as to reach Capita Registrars by no later than 10.30 am on 11 May 2011. Shareholders resident in the UK should return the Proxy Form exactly as it is (like a postcard) or, if preferred, in an envelope as described in note 8 on the Proxy Form. Shareholders resident outside the UK should return the Proxy Form in the envelope provided. Alternatively, you may submit your Proxy Form electronically, in which case I refer you to notes 5 and 6 on page 10 of this document.

Your directors consider that the resolutions are in the best interests of the Company and its shareholders as a whole. Accordingly, your directors unanimously recommend shareholders to vote in favour of each of the resolutions to be proposed at the meeting, as the directors intend to do so in respect of their own beneficial holdings.

My fellow directors and I look forward to seeing as many of you as possible at the meeting and we thank you for your continued support.

Rodney Chase
Chairman

---

Petrofac Notice of Annual General Meeting 2011

Notice of Annual General Meeting ('Notice')

Notice is hereby given that the Annual General Meeting ('AGM') of Petrofac Limited (the 'Company') will be held at the Sofitel St James Hotel, 6 Waterloo Place, London SW1Y 4AN on Friday, 13 May 2011 at 10.30 am for the purpose of considering and, if thought fit, passing the resolutions below. Resolutions 1 to 15 (inclusive) and resolution 20 will be proposed as ordinary resolutions and all other resolutions will be proposed as special resolutions.

Ordinary business

Report and Accounts

1. To receive the audited financial statements of the Company and the reports of the directors of the Company and the auditors for the year ended 31 December 2010.

Declaration of dividend

1. To declare a final dividend of US$0.30 per share recommended by the directors in respect of the year ended 31 December 2010.

Directors' Remuneration Report

1. To approve the directors' remuneration report for the year ended 31 December 2010 prepared by the Remuneration Committee and approved by the board of directors of the Company (the 'Board').

Appointment of directors

1. To appoint Roxanne Decyk as a non-executive director pursuant to Articles 28 and 31 of the articles of association of the Company (the 'Articles').
2. To appoint Norman Murray as a non-executive director pursuant to Articles 28 and 31 of the Articles.
3. To appoint Andy Inglis as an executive director pursuant to Articles 28 and 31 of the Articles.

Re-appointment of directors

1. To re-appoint Thomas Thune Andersen, who offers himself for re-appointment as a non-executive director.
2. To re-appoint Stefano Cao, who offers himself for re-appointment as a non-executive director.
3. To re-appoint Rijnhard van Tets, who offers himself for re-appointment as a non-executive director.
4. To re-appoint Ayman Asfari, who offers himself for re-appointment as an executive director.
5. To re-appoint Maroun Semaan, who offers himself for re-appointment as an executive director.
6. To re-appoint Keith Roberts, who offers himself for re-appointment as an executive director.

Auditors' appointment and remuneration

1. To re-appoint Ernst & Young LLP as auditors of the Company, to hold office until the conclusion of the AGM of the Company to be held in 2012.
2. To authorise the directors to fix the remuneration of the auditors.

Special business

Directors' authority to allot shares

1. THAT the general authority conferred on the directors by Article 2.2 of the Articles to allot ordinary shares be and is hereby restricted to an aggregate nominal amount of US$2,304,767 comprising ordinary shares of US$0.02 each, together with any shares required to satisfy awards under any Employee Share Scheme (as defined in the Articles), provided that this restriction shall expire on 12 August 2012 or, if earlier, at the conclusion of the AGM of the Company to be held in 2012, and the restriction imposed on the directors by way of an ordinary resolution at the AGM held on 13 May 2010 be and is hereby revoked.

---

Petrofac Notice of Annual General Meeting 2011

Notice of Annual General Meeting continued

Renewal of directors' authority to allot shares without rights of pre-emption

1. THAT the directors be and they are hereby generally and unconditionally authorised in accordance with Article 2.16 of the Articles to allot, without rights of pre-emption applying, up to a nominal amount of US$345,715 comprising ordinary shares of US$0.02 each, to which Article 2.8 of the Articles would otherwise apply as they in their absolute discretion see fit in any number of tranches, such authority to expire on 12 August 2012 or, if earlier, at the conclusion of the AGM of the Company to be held in 2012, except that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted after the expiry of such power and the directors of the Company may allot ordinary shares in pursuance of such an offer or agreement as if such power had not expired, and the power granted by way of a special resolution passed under Article 2.16 of the Articles at the AGM held on 13 May 2010 be and is hereby revoked.

Directors' authority for the purchase by the Company of its own shares

1. THAT the Company be generally and unconditionally authorised to make purchases on a stock exchange (within the meaning of article 57(4) of the Companies (Jersey) Law 1991) of ordinary shares in the capital of the Company, provided that:

(a) the maximum number of ordinary shares hereby authorised to be purchased is 34,571,505 ordinary shares of US$0.02 each;

(b) the minimum price (exclusive of any expenses) which may be paid for any such share is US$0.02 per share;

(c) the maximum price (exclusive of any expenses) which may be paid for any such share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such share is contracted to be purchased and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System ('SETS');

(d) the authority hereby conferred shall expire on 12 August 2012 or, if earlier, at the conclusion of the AGM of the Company to be held in 2012; and

(e) the Company may make a contract for the purchase of ordinary shares under this authority before the expiry of this authority, which would or might be executed wholly or partly after the expiry of such authority, and may make purchases of ordinary shares in pursuance of such a contract as if this authority had not expired, and

THAT the Company be and is hereby authorised to hold the ordinary shares so purchased as treasury shares of the Company.

Short notice period for general meetings

1. THAT, prior to the AGM of the Company to be held in 2012, a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

---

Petrofac Notice of Annual General Meeting 2011

Notice of Annual General Meeting continued

Amendments to Articles of Association

1. THAT, with effect from the passing of this resolution, the Articles be and are hereby amended by:

(a) inserting new Articles 33A and 33B;

(b) amending existing Articles 34 and 39,

so that they shall be in the form of the amended Articles of the Company produced to the AGM and marked 'A' and initialled by the Chairman of the AGM for the purposes of identification.

Amendments to the rules of the Deferred Bonus Share Plan

1. THAT the proposed amendments to the rules of the Deferred Bonus Share Plan (the 'DBSP'), as shown in the draft rules of the DBSP produced to the AGM and initialled by the Chairman of the AGM for the purposes of identification, and the retrospective application of the rules of the DBSP as amended to existing awards held by employees in Petrofac Emirates LLC be and are hereby approved and the Remuneration Committee of the Board be and is hereby authorised to do all acts and things as may be necessary or expedient to carry such amendments and application into effect.

By order of the Board

Ogier Corporate Services (Jersey) Limited
Company Secretary
Dated: 24 March 2011

Registered Office: Ogier House, The Esplanade, St Helier, Jersey JE4 9WG
Registered Number: 81792

Documents available for inspection

The following documents will be available for inspection during normal business hours on any weekday (excluding public holidays) at the registered office of the Company and at the offices of Petrofac Services Limited on 4th Floor, 117 Jermyn Street, London SW1Y 6HH, UK, and will be available for inspection at the place of the AGM from half an hour before the time of the AGM until the conclusion of the AGM:

(i) the register of directors' interests;

(ii) copies of all contracts of service of the executive directors;

(iii) copies of the terms and conditions of appointment of the non-executive directors;

(iv) a copy of the memorandum of association of the Company in force at any given time;

(v) a copy of the Articles in force at any given time, marked to show the amendments being proposed by resolution 19; and;

(vi) a copy of the draft rules of the DBSP, marked to show the amendments being proposed by resolution 20.

In addition, items (iv) and (v) above will also be available for inspection until the time of the AGM during normal business hours at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS.

---

Petrofac Notice of Annual General Meeting 2011

Explanatory notes on resolutions

Resolution 1 – Report and Accounts

The directors are obliged to lay the directors' and auditors' reports and audited financial statements for the year ended 31 December 2010 before shareholders in general meeting.

Resolution 2 – Declaration of dividend

A final dividend can only be paid after it has been approved by the shareholders. A final dividend of US$0.30 per share in respect of the year ended 31 December 2010 is recommended by the directors for payment to shareholders who are on the register of members at the close of business on 26 April 2011, and, if approved, the date of payment of the final dividend will be 20 May 2011.

For shareholders who have elected to receive their dividend payments in sterling, a final dividend of £0.1842 per share will be paid, being the sterling equivalent of the US$ dividend using the midday Bank of England exchange rate on the business day before the Company announced its preliminary results for the year ended 31 December 2010.

Resolution 3 – Remuneration report

The Board seeks shareholders' approval of the directors' remuneration report 2010 which gives details of the directors' remuneration for the year ended 31 December 2010 and which is included from pages 84 to 95 of the Annual Report and Accounts 2010 sent with this Notice.

Resolutions 4, 5 and 6 – Appointment of directors

Since the last AGM, Roxanne Decyk and Norman Murray have each been appointed as non-executive directors and Andy Inglis has been appointed as an executive director. Resolutions 4, 5 and 6 propose their respective re-appointments as required by the Articles. Biographical details of these directors are set on page 70 of the Annual Report and Accounts 2010. The Board considers that Roxanne Decyk, Norman Murray and Andy Inglis each make a valuable contribution to Board deliberations and that they each have sufficient time to devote to the Company's affairs.

All three candidates were recommended to the Board by the Nominations Committee.

Resolutions 7 to 12 – Re-appointment of directors

The Board has decided that, in recognition of the new UK Corporate Governance Code, every director will stand for appointment or re-appointment at the AGM. However, Rodney Chase and Kjell Almskog intend to step down from the Board at the AGM (with effect from the end of the AGM) and will, therefore, not be seeking re-appointment.

Each of Thomas Thune Andersen, Stefano Cao and Rijnhard Van Tets will offer himself for re-appointment as a non-executive director. Each of Ayman Asfari, Maroun Semaan and Keith Roberts will offer himself for re-appointment as an executive director. Having reviewed the recommendations of the Nominations Committee concerning these re-appointments and following the Board performance evaluation, the Board concluded that each of the directors continues to make an effective and valuable contribution and demonstrates commitment to his role as a director.

The Board is satisfied that each non-executive director remains independent in character and judgement and that there are no relationships or circumstances likely to affect his character or judgement. It unanimously recommends the re-appointment of the above directors.

Resolutions 13 and 14 – Auditors' appointment and remuneration

The auditors of a company must be re-appointed at each general meeting at which Accounts are presented. Resolution 13 proposes the re-appointment of the Company's existing auditors, Ernst & Young LLP, until the next AGM of the Company to be held in 2012. In accordance with current best practice, Resolution 14 is a separate resolution which gives authority to the directors to determine the auditors' remuneration.

Resolution 15 – Directors' authority to allot shares

Article 2.2 of the Articles confers general authority on the directors to allot shares in the Company. In accordance with guidelines issued by the Association of British Insurers, resolution 15 is proposed in order to restrict this general authority to allot shares to an amount equal to one-third of the Company's issued ordinary share capital.

If passed, resolution 15 will confer authority on the directors to allot shares up to an aggregate nominal amount of US$2,304,767 (this being approximately one-third of the Company's issued ordinary share capital as at 24 March 2011), together with shares required to satisfy awards under the Company's Employee Share Schemes.

---

Petrofac Notice of Annual General Meeting 2011

Explanatory notes on resolutions continued

The authority contained in this resolution will expire at the conclusion of the AGM of the Company to be held in 2012 or, if earlier, on 12 August 2012.

The directors currently have no intention of allotting shares pursuant to the authority conferred by Article 2.2 of the Articles.

Resolution 16 – Renewal of directors' authority to allot shares without rights of pre-emption

Resolution 16 permits the directors to allot shares for cash up to an amount representing approximately 5% of the Company's issued ordinary share capital as at 24 March 2011 as if Article 2.8 of the Articles, which requires the Company to offer shares first to shareholders in proportion to their respective shareholdings, did not apply. This amount complies with guidelines issued by investor bodies within the United Kingdom.

The maximum nominal amount of ordinary shares which may be allotted pursuant to the authority conferred by this resolution is US$345,715 (this representing approximately 5% of the Company's issued ordinary share capital as at 24 March 2011).

This resolution facilitates the Company in making small acquisitions. The directors currently have no intention of exercising this authority. In accordance with The Pre-Emption Group's Statement of Principles (available at www.pre-emptiongroup.org.uk) the directors also confirm their intention that no more than 7.5% of the issued ordinary share capital of the Company (excluding any treasury shares held by the Company during such period) will be issued for cash on a non pre-emptive basis during any rolling three-year period.

The authority contained in this resolution will expire at the conclusion of the AGM of the Company to be held in 2012 or, if earlier, on 12 August 2012.

In order for the resolution to be passed as a special resolution, it is necessary for at least two thirds of those persons voting in person or by proxy to vote in favour of the resolution.

Resolution 17 – Directors' authority for the purchase by the Company of its own shares

Resolution 17 will authorise market purchases of up to 34,571,505 shares (this representing approximately 10% of the Company's issued ordinary shares as at 24 March 2011) of US$0.02 each. The authority conferred by this resolution is subject to a maximum price (exclusive of expenses) which is the higher of (i) 105% of the average of the market value of the ordinary shares for the five business days preceding any purchase and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the SETS, and a minimum price (exclusive of expenses) of US$0.02 per ordinary share.

The directors will only exercise this authority when satisfied that it is in the best interests of shareholders, that any purchase will have a beneficial impact on earnings per share and that they have satisfied themselves as to the solvency of the Company as required under the Jersey Act (as defined below). The directors expect to ask shareholders to approve renewal of the authority each year.

If the Company was to purchase any of its own shares pursuant to the authority referred to above, it would consider holding them as treasury stock, provided that the number held as such does not at any time exceed 10% of the issued share capital of the Company. This would provide the Company with additional flexibility in the management of its capital base. As at 24 March 2011, the Company held no ordinary shares in treasury. The directors consider that it is prudent to obtain the proposed authority, although they have no current intention to use the authority conferred under the resolution.

The Company has no warrants or options to subscribe for new shares in the Company outstanding.

The authority contained in this resolution will expire at the conclusion of the AGM of the Company to be held in 2012 or, if earlier, on 12 August 2012.

In order for the resolution to be passed as a special resolution, it is necessary for at least two thirds of those persons voting in person or by proxy to vote in favour of the resolution.

---

Petrofac Notice of Annual General Meeting 2011

Explanatory notes on resolutions continued

Resolution 18 – Short notice period for general meetings

This resolution is being proposed as a special resolution to seek shareholder approval to enable the Company to call general meetings (other than AGMs) on 14 clear days' notice. If this resolution is passed, the Company will have the ability to react quickly to time sensitive proposals and to other situations where it would otherwise be in the interests of shareholders as a whole to call a general meeting on 14 clear days' notice. However, the directors will assess in each situation whether the authority conferred by this resolution should be utilised or whether, in the circumstances, a notice period of 21 clear days would be more suitable.

This approval will be effective until the Company's AGM to be held in 2012, when it is intended that a similar resolution will be proposed to renew this authority.

In order for the resolution to be passed as a special resolution, it is necessary for at least two thirds of those persons voting in person or by proxy to vote in favour of the resolution.

Resolution 19 – Amendments to Articles of Association

It is proposed in resolution 19 to amend the Articles in relation to certain corporate governance provisions, where to do so is in the interests of the Company and its shareholders as a whole, and where such provisions are not in conflict with the Companies (Jersey) Law 1991 (the 'Jersey Act').

It is proposed that the amendments to the Articles will take effect immediately following the passing of this resolution.

The changes to Articles are as follows:

Re-appointment of directors

In June 2010, the Financial Reporting Council published its new UK Corporate Governance Code (the 'Code') which applies to accounting periods beginning on or after 29 June 2010. The Code incorporates a number of changes to the existing corporate governance regime applicable to the Company, including provisions for the annual re-appointment of all directors. In recognition of the Code, each director has voluntarily submitted himself to re-appointment at this year's AGM.

The Company proposes to update the Articles to include a provision that will allow the Company to continue to function in circumstances where an insufficient number of directors are appointed or re-appointed at one of the Company's general meetings, thereby leaving the board inroute.

This amendment is compliant with the Jersey Act.

Directors' fees

The Articles currently allow the Company to pay such aggregate amount of fees to the non-executive directors as the Board may decide subject to an annual limit of £500,000 or such larger amount as the Company may by ordinary resolution decide.

With the appointment of further directors to the Board and the appointment of a new Chairman, the Board is of the opinion that this annual limit should be increased to £1,000,000 (or such larger amount as the Company may by ordinary resolution decide).

This amendment is compliant with the Jersey Act.

A copy of the memorandum of association of the Company in force at any given time and the Articles in force at any given time, marked to show the amendments being proposed by this resolution, are available for inspection as noted on page 5 of this document.

In order for the resolution to be passed as a special resolution, it is necessary for at least two thirds of those persons voting in person or by proxy to vote in favour of the resolution.

Resolution 20 – Amendments to the rules of the Deferred Bonus Share Plan (DBSP)

It is proposed to amend the rules of the DBSP to extend participation to employees of Petrofac Emirates LLC ('Petrofac Emirates') and other companies in which the Company directly or indirectly holds not less than 25% but not more than 50% of the issued share capital where the Remuneration Committee has determined that it is appropriate to do so.

A copy of the draft rules of the DBSP, as proposed to be amended and to be produced at the AGM, is available for inspection as noted on page 5 of this document.

---

Petrofac Notice of Annual General Meeting 2011

Explanatory notes on resolutions continued

As currently drafted, the rules of the DBSP only permit participation by employees of companies in which the Company directly or indirectly holds more than 50% of the issued share capital.

A number of Petrofac group employees (including existing participants in the DBSP) have recently transferred to Petrofac Emirates, an Abu Dhabi-based company. Because the Company owns only 49% of the share capital of Petrofac Emirates, such employees are not eligible to participate in the DBSP as currently drafted.

In order to continue to incentivise and retain employees of Petrofac Emirates and ensure that they are not unfairly disadvantaged by transferring employment, it is proposed to amend the rules of the DBSP to extend participation to such employees and other Petrofac Emirates employees. In order to retain flexibility in the event that the Company enters into further joint ventures in the future, it is proposed to allow the Remuneration Committee to determine that the employees of any company in which the Company directly or indirectly holds not less than 25% but not more than 50% of the issued share capital may participate in the DBSP. Resolution 20 allows the rules of the DBSP as amended to be retrospectively applied to existing awards held by employees of Petrofac Emirates.

General Notes to the Notice

1. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to exercise all or any of his or her rights to attend and vote instead of him provided that, if more than one proxy is appointed, each proxy is appointed to exercise rights attaching to different shares held by that member. A member may not appoint more than one proxy to exercise rights attached to any one share. A proxy need not be a member of the Company but must attend the AGM to represent the appointing member. Appointment of a proxy will not preclude a member from attending or voting at the AGM if he/she subsequently wishes to do so. A member who has appointed a proxy may still attend the meeting and vote in person.

Details of how to appoint the Chairman of the AGM or another person as a proxy using the Form of Proxy are set out in the notes to the Form of Proxy. A member can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy.

1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, a member's proxy will vote or abstain from voting at his or her discretion. A member's proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.

2. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company has specified that only those members registered in the register of members of the Company as at 6.00 pm on Wednesday, 11 May 2011 will be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00 pm on 11 May 2011 will be disregarded in determining the rights of any person to attend or vote at the AGM.

3. To be effective, members resident in the UK should return the completed and signed Proxy Form exactly as it is (like a postcard) or in an envelope as described in note 8 on the Proxy Form, together with the authority (if any) under which it is signed or a notarially certified copy of such authority. Members resident outside the UK should return the completed and signed Proxy Form, together with the authority (if any) under which it is signed or a notarially certified copy of such authority, in the envelope provided. In each case the Proxy Form must be deposited at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UK by not later than 10.30 am on Wednesday, 11 May 2011, or by no later than 48 hours prior to the time appointed for the holding of any adjourned AGM.

In the case of joint holders, the signature of only one of the joint holders is required on the Form of Proxy. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the more senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the more senior).

---

Petrofac Notice of Annual General Meeting 2011

General Notes to the Notice continued

1. As an alternative to returning the enclosed Proxy Form, a member can submit his or her proxy electronically in one of two ways depending upon whether or not he or she has a share certificate. If a member holds shares in certificated form, he or she can submit a proxy over the internet at https://www.petrofac-shares.com

A member will need to register first before using this internet voting facility and will be asked to agree certain terms and conditions. A member will be issued with confirmation of his or her voting instructions once the voting process has been completed. Members must ensure that they have voted by not later than 10.30 am on Wednesday, 11 May 2011 or by not later than 48 hours prior to the time appointed for the holding of any adjourned AGM.

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM or any adjournment(s) thereof by using the procedures in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by not later than 10.30 am on Wednesday, 11 May 2011 or by not later than 48 hours prior to the time appointed for the holding of any adjourned AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Part 4 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

1. To appoint more than one proxy, a member may either photocopy the Proxy Form or contact Capita Registrars on 0871 664 0300 (calls cost 10p per minute (including VAT) plus network extras, lines open 8.30 am-5.30 pm Mon-Fri) or +44 (0)20 8639 3399 if calling from overseas (calls to the Capita Registrars +44 20 8639 3399 number from outside the UK are charged at applicable international rates) to request additional personalised Proxy Form(s). Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. If more than one proxy appointment is returned in respect of the same shares, either by paper or electronic communication, the proxy received last by Capita Registrars before the latest time for the receipt of proxies will take precedence.

2. To change its proxy instructions a member should submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions. Any amended proxy appointment received after the relevant cut-off time will be disregarded. Where a member has appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Capita Registrars as set out in note 7 above.

---

Petrofac Notice of Annual General Meeting 2011

General Notes to the Notice continued

1. In order to revoke a proxy instruction, a member will need to inform the Company by sending a notice in writing to the address set out at note 4 above or, where the appointment of proxy was contained in an electronic communication, in accordance with note 5 or 6 above, as applicable, clearly stating the member's intention to revoke his or her proxy appointment. In the case of a member that is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company, together with the authority (if any) under which it is signed or a notarially certified copy of such authority.

The revocation notice must be received by Capita Registrars or, where the appointment of proxy was contained in an electronic communication, in accordance with note 5 or 6 above, as applicable, no later than 10.30 am on Wednesday, 11 May 2011, or by no later than 48 hours prior to the time appointed for the holding of any adjourned AGM. If a member attempts to revoke a proxy appointment but the revocation is received after the time specified, then, unless the member attends the AGM in person (or in the case of a corporation that is a member by corporate representative) in respect of shares for which a proxy has been appointed, the proxy appointment will remain valid.

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares:

2. if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way

3. in other cases, the power is treated as not exercised

4. In order to facilitate voting by corporate representatives at the AGM, arrangements will be put in place at the AGM so that (i) if a corporate member has appointed the Chairman of the AGM as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at that AGM, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate member attends the AGM but the corporate member has not appointed the Chairman of the AGM as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives, available from www.icsa.org.uk, for further details of this procedure.

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares: if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and in other cases, the power is treated as not exercised.

1. As at 24 March 2011 (being the last practicable date prior to the publication of this Notice) the Company's issued share capital consisted of 345,715,053 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 24 March 2011 are 345,715,053.

2. Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so by writing to Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. No other methods of communication will be accepted. In particular, a member may not use any electronic address provided either in this Notice of AGM or in any related documents (including in the Chairman's letter and the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

---

Petrofac Notice of Annual General Meeting 2011

How to get there

Sofitel

St James Hotel

6 Waterloo Place

London SW1Y 4AN

Friday, 13 May 2011 at 10.30 am

By underground

The nearest tube station is Piccadilly Circus.

By car

The nearest car park is located

in Spring Gardens SW1A 2BN.