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PETROFAC LD AGM Information 2014

May 15, 2014

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Petrofac Limited

Annual General Meeting

15 May 2014

Copy of an ordinary resolution (resolution number 17) passed by shareholders at the Annual General Meeting of Petrofac Limited

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$2,306,084, 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 15 August 2015 or, if earlier, at the conclusion of the AGM of the Company to be held in 2015, and the restriction imposed on the Directors by way of an ordinary resolution at the AGM held on 17 May 2013 be and is hereby revoked.

Copy of an special resolution (resolution number 18) passed by shareholders at the Annual General Meeting of Petrofac Limited

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$ $345,912 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 15 August 2015 or, if earlier, at the conclusion of the AGM of the Company to be held in 2015, 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 17 May 2013 be and is hereby revoked.

Copy of a special resolution (resolution number 19) passed by shareholders at the Annual General Meeting of Petrofac Limited

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 34,591,274 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 15 August 2015 or, if earlier, at the conclusion of the AGM of the Company to be held in 2015; 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.

Copy of a special resolution (resolution number 20) passed by shareholders at the Annual General Meeting of Petrofac Limited

THAT, pursuant to Article 15.1 of the Articles, prior to the AGM of the Company to be held in 2015, a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days’ notice.

Copy of an ordinary resolution (resolution number 21) passed by shareholders at the Annual General Meeting of Petrofac Limited

THAT, the PSP 2014, the principal terms of which are set out in the explanatory notes to this Notice and the rules of which are produced to the AGM (which for the purpose of identification are initialled by the Chairman of the AGM), be approved and further, that the Remuneration Committee be and is hereby authorised to do all acts and things as may be necessary or expedient to implement the PSP 2014, including the making of any amendments to the rules and to establish any sub-plans for the benefit of employees outside the UK (modified as necessary to take account of relevant exchange control, taxation and securities laws of the relevant jurisdiction).

Copy of an ordinary resolution (resolution number 22) passed by shareholders at the Annual General Meeting of Petrofac Limited

THAT, the DBSP 2014, the principal terms of which are set out in the explanatory notes to this Notice and the rules of which are produced to the AGM (which for the purpose of identification are initialled by the Chairman of the AGM), be approved and further, that the Remuneration Committee be and is hereby authorised to do all acts and things as may be necessary or expedient to implement the DBSP 2014, including the making of any amendments to the rules and to establish any sub-plans for the benefit of employees outside the UK (modified as necessary to take account of relevant exchange control, taxation and securities laws of the relevant jurisdiction).

Copy of an ordinary resolution (resolution number 23) passed by shareholders at the Annual General Meeting of Petrofac Limited

THAT, approval of the SIP, the principal terms of which are set out in this Notice and the rules of which are produced to the Meeting (which for the purpose of identification are initialled by the Chairman of the Meeting), be renewed and further, that the Board be and is hereby authorised to do all acts and things as may be necessary or expedient to operate the SIP, including the making of any amendments to the rules required by, and any engagement with, HM Revenue and Customs and to establish any plans based on the SIP for the benefit of employees outside the UK (modified as necessary to take account of relevant exchange control, taxation and securities laws of the relevant jurisdiction).