PETROFAC LD — AGM Information 2017

Mar 22, 2017

Notice of Annual General Meeting 2017

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 Form of Proxy to the person through whom you made the sale or transfer for transmission to the purchaser or transferee.

Letter from the Chairman

21 March 2017

44 Esplanade St Helier Jersey JE4 9WG

Dear Fellow Shareholders

2017 Annual General Meeting

I have pleasure in inviting you to the twelfth Annual General Meeting (AGM) of Petrofac Limited (the Company), which will be held at the offices of Freshfields Bruckhaus Deringer LLP, 26 – 28 Tudor Street, London, EC4Y 0BQ at 10:30 am on Thursday, 11 May 2017. Refreshments will be available from 10:00 am. The map at the back of this document shows the location of the meeting.

You will find with this letter:

• the Notice of AGM setting out the resolutions to be proposed, together with an explanation of each resolution and guidance notes for those shareholders who wish to attend the meeting or to vote by post or electronically;
• a Form of Proxy; and
• a copy of the 2016 Annual Report and Accounts, which includes the Directors' Remuneration Report.

I would like to take this opportunity to highlight Resolutions 5 and 6 which relate to the appointments of Jane Sadowsky as a Nonexecutive Director and Alastair Cochran as an Executive Director. Biographical details of each of the Directors of the Company proposed for appointment or re-appointment are set out on pages 5 and 6 are also included in the 2016 Annual Report and Accounts.

As in previous years, all resolutions will be put to a vote on a poll, which we believe results in a more accurate reflection of the views of our shareholders, as each shareholder will have one vote for every share held.

You can vote either by:

• attending the AGM in person;
• completing, signing and returning the Form of Proxy (see note 2 on page 9); or
• submitting your instructions online at www.petrofac-shares.com (see notes 3 and 4 on pages 9 and 10)

All voting instructions, unless you are attending in person, need to reach Capita Asset Services by no later than 10:30 am on Tuesday, 9 May 2017.

Your Directors consider that all the proposed resolutions are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend shareholders to vote in favour of each of the resolutions being proposed at the AGM, 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 AGM and we thank you for your continued support.

Rijnhard van Tets Chairman

Notice is hereby given that the Annual General Meeting (AGM) of Petrofac Limited (the Company) will be held at the offices of Freshfields Bruckhaus Deringer LLP, 26 – 28 Tudor Street, London, EC4Y 0BQ on Thursday, 11 May 2017 at 10:30 am for the purpose of considering and, if thought fit, passing the resolutions set out below. Resolutions 1 to 17 (inclusive) will be proposed as ordinary resolutions and Resolutions 18 to 20 (inclusive) will be proposed as special resolutions.

Ordinary business

Report and Accounts

1. To receive the audited financial statements of the Company for the year ended 31 December 2016 and the related auditors report (the 2016 Annual Report and Accounts).

Declaration of dividend

1. To declare a final dividend of US\$0.438 per share recommended by the Directors of the Company (the Directors) in respect of the year ended 31 December 2016.

Remuneration Policy

1. To approve the Remuneration Policy Report, which forms part of the Directors' Remuneration Report 2016, as contained within the 2016 Annual Report and Accounts.

Annual Report on Remuneration

1. To approve the Annual Report on Remuneration, which forms part of the Directors' Remuneration Report 2016, as contained within the 2016 Annual Report and Accounts.

Appointment of Directors

• 1. To appoint Jane Sadowsky as a Non-executive Director pursuant to Articles 27 and 30 of the Articles of Association of the Company (the Articles).
• 1. To appoint Alastair Cochran as an Executive Director pursuant to Articles 27 and 30 of the Articles.

Re-appointment of Directors

• 1. To re-appoint Rijnhard van Tets, who offers himself for re-appointment as Non-executive Chairman.
• 1. To re-appoint Thomas Thune Andersen, who offers himself for re-appointment as a Non-executive Director.
• 1. To re-appoint Andrea Abt, who offers herself for re-appointment as a Non-executive Director.
• 1. To re-appoint Matthias Bichsel, who offers himself for re-appointment as a Non-executive Director.
• 1. To re-appoint René Médori, who offers himself for re-appointment as a Non-executive Director.
• 1. To re-appoint George Pierson, who offers himself for re-appointment as a Non-executive Director.
• 1. To re-appoint Ayman Asfari, who offers himself for re-appointment as an Executive Director.
• 1. To re-appoint Marwan Chedid, who offers himself for re-appointment as an Executive Director.

Auditors' re-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 2018.
• 1. 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 shares be and is hereby restricted to the allotment of (a) ordinary shares of US\$0.02 each up to an aggregate nominal amount of US\$2,306,084 and (b) any shares required to be alloted to satisfy awards under any Employee Share Scheme (as defined in the Articles), provided that this restriction shall expire on 11 August 2018 or, if earlier, at the conclusion of the AGM of the Company to be held in 2018, and that the restriction imposed on the Directors by way of an ordinary resolution at the AGM held on 19 May 2016 be and is hereby revoked.

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

1. THAT the Directors be and 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 11 August 2018 or, if earlier, at the conclusion of the AGM of the Company to be held in 2018, 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 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 19 May 2016 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 34,591,274 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 11 August 2018 or, if earlier, at the conclusion of the AGM of the Company to be held in 2018;
• (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, pursuant to Article 15.1 of the Articles, prior to the AGM of the Company to be held in 2018, a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

By order of the Board

Intertrust Corporate Services (Jersey) Limited Company Secretary 21 March 2017

Petrofac Limited Registered Number: 81792 44 Esplanade, St Helier, Jersey JE4 9WG

Board of Directors – Biographies

Rijnhard van Tets – Non-executive Chairman

Appointment: August 2014 as Chairman May 2007 Committees: Nominations (Chairman)

Key strengths:

Extensive financial background, with solid international board and senior management experience. Excellent experience of governance and audit committees.

Experience:

General partner of Laaken Asset Management NV. Advised the managing board of ABN AMRO between 2002 and 2007, having previously served as a managing board member for 12 years. Was appointed as the Company's Senior Independent Director in May 2011 but stepped down on appointment as Chairman.

External appointments:

Non-executive chairman of Euronext Amsterdam NV, Euronext NV and BNP Paribas OBAM NV.

Thomas Thune Andersen – Senior Independent Director

Appointment: August 2014 as SID

May 2010 Committees: Audit, Nominations and Remuneration (Chairman)

Key strengths:

Wide-ranging international experience with broad knowledge of the energy industry and markets. Proven track record executing growth strategies and developing organisations, with strong HSE experience. Extensive knowledge at board and senior management level from both an executive and non-executive standpoint.

Experience:

Spent 32 years at the A.P.Møller-Mærsk Group, ending as CEO and president of Mærsk's oil and gas company. Served on Mærsk's main board and its executive committee for four years. Was a non-executive director of SSE plc until July 2014. Has a board portfolio across companies in the energy and critical infrastructure sectors.

External appointments:

Chairman of the Lloyd's Register Group and board of trustees for the Lloyd's Registers Foundation. Chairman of Dong Energy A/S, Vice Chairman of VKR Holding and non-executive director of BW Offshore

Andrea Abt – Non-executive Director Appointment: May 2016

Committees: Nominations and Remuneration

Key strengths:

Extensive background in a variety of functional roles, including sales, finance, procurement and logistics. Specialist knowledge of the European market.

Experience:

Joined Siemens in 1997 and held various leadership roles, including Head of Supply Chain Management and Chief Procurement Officer for Infrastructure & Cities from 2011 to 2014. She started her career in industry at Dornier Luftfahrt, then a company of the Daimler-Benz Group, where her last role was Director, Aircraft Sales Australia/Pacific. Until February 2017, she was a non-executive director of Brammer plc.

External appointments:

Non-executive director of SIG plc, and a member of the supervisory board of Gerresheimer AG.

Matthias Bichsel – Non-executive Director

Appointment: May 2015 Committees: Audit, Nominations and Remuneration

Key strengths:

Over 35 years' experience in the oil and gas industry. Extensive commercial and strategic capabilities. Deep understanding of operational and project management, as well as technology management.

Experience:

Stepped down from the executive committee of Royal Dutch Shell plc at the end of 2014. Held a number of roles over his 34 year career with Shell, including director of Petroleum Development Oman; MD of deepwater services in Houston; executive vice president global exploration and executive vice president technical, of Shell Upstream. Ran Shell's Project and Technology business from 2009.

External appointments:

Vice-chairman of Sulzer AG. Non-executive director of Canadian Utilities Limited and South Pole Group. Member of the advisory board of Chrysalix Energy Venture Capital and of Highgate Capital Management.

René Médori – Non-executive Director

Appointment: January 2012 Committees: Audit (Chairman) and Nominations

Key strengths:

Extensive and current international financial experience, with knowledge of balance sheet strengthening opportunities and financing arrangements. Well-established knowledge of governance and regulatory matters and a good understanding of operational and strategic management.

Experience:

Finance director of Anglo American plc since September 2005. From June 2000 to May 2005 was group finance director of The BOC Group plc. Until June 2012, was a non-executive director of SSE plc.

External appointments:

Executive director of Anglo American plc and non-executive director of De Beers and Anglo Platinum Limited.

Board of Directors – Biographies

George Pierson – Non-executive Director Appointment May 2016 Committees: Audit and Nominations

Key strengths:

A qualified lawyer and engineer. Extensive background in risk management, contracting, construction law, compliance and cost efficiency. Excellent understanding of operational and engineering management.

Experience:

Appointed as General Counsel and Secretary of Parsons Brinckerhoff in 2006, later becoming COO of its Americas' operations. Appointed as President and Chief Executive Officer between 2010 and 2014. Previously non-executive of WSP Global Inc, Terracon Consultants, Inc. and Railworks LLC. Joined The Kleinfelder Group Inc. in August 2016.

External appointments:

President and Chief Executive Officer of The Kleinfelder Group Inc.

Jane Sadowsky – Non-executive Director

Appointment: November 2016 Committees: Audit and Nominations

Key strengths:

In-depth experience of financial and strategic management and structuring cross-border transactions gained during a 22 year career in investment banking. Thorough knowledge of the power, utility and infrastructure sectors from a consulting perspective.

Experience:

Managing Partner of Gardener Advisory LLC, a consulting firm focused on providing services to power and utility companies. Between 2006 and 2011, was Senior Managing Director, Advisory and Head of the Power & Utilities Practice at Evercore Partners Inc. Prior to 2006, was MD of Power and Utilities for Citigroup Inc. in North America.

External appointments:

Independent director of Yamana Gold Inc and the NY ISO.

Ayman Asfari - Group Chief Executive Appointment January 2002 Committees: Nominations

Key strengths:

Distinguished record with strong operational leadership skills and international focus. Extensive business development skills, wealth of oil industry knowledge and a clear strategic vision. Entrepreneurial track record.

Experience:

Joined the Group in 1991 to establish Petrofac International, of which he was CEO. In 2005, led a successful initial public listing of the Company, valuing the business at £0.8 billion. Has more than 36 years' experience in the oil and gas industry. Formerly worked as MD of a major civil and mechanical construction business in Oman.

External appointments:

Founder and chairman of the Asfari Foundation. Member of the board of trustees of the American University of Beirut. Business Ambassador to the UK Prime Minister. Member of the board of trustees for the Carnegie Endowment for International Peace. Fellow of the Royal Academy of Engineering. Member of the Chatham House Senior Panel of Advisors.

Marwan Chedid – Group Chief Operating Officer

Appointment: January 2012 Committees: None

Key strengths:

Thorough knowledge of the oil and gas sector and contracting environments. Solid commercial, operational and engineering experience. Excellent understanding of growing a business.

Experience:

Joined Petrofac in 1992 when the business was first established in Sharjah. Appointed as COO of the Engineering & Construction International business in 2007 and became MD of Engineering & Construction Ventures in 2009. Appointed as chief executive of ECOM in 2012 and as Group Chief Operating Officer from 1 January 2016.

External appointments:

Member of the board of trustees of the University of Balamand, Lebanon.

Alastair Cochran - Chief Financial Officer

Appointment: October 2016 Committees: None

Key strengths:

Wide-ranging experience in finance, strategy, M&A, planning and business development. Extensive knowledge of global capital markets, energy and natural resources industries. Deep understanding of corporate finance and investor relations.

Experience:

Joined Petrofac in October 2016 from BG Group plc, where he had been Transition Head of BG Strategy & Business Development and, prior to that, Group Head of M&A and Corporate Finance. A member of the Institute of Chartered Accountants in England and Wales, he started his career with KPMG before enjoying a successful career in investment banking with Barclays de Zoete Wedd, Credit Suisse First Boston and Morgan Stanley.

External appointments: None

Resolutions 1 to 17 (inclusive) are proposed as ordinary resolutions, which mean that for each of these resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolutions 18 to 20 (inclusive) are proposed as special resolutions, which mean that for each of these resolutions to be passed, at least two-thirds of the votes cast must be cast in favour of the resolution.

Resolution 1 – Report and Accounts

The Directors are obliged to lay the audited financial statements and the auditors' report for the financial year ended 31 December 2016 before shareholders in a general meeting.

Resolution 2 – Declaration of dividend

A final dividend can only be paid after it has been approved by shareholders. A final dividend of US\$0.438 per share in respect of the year ended 31 December 2016 is recommended by the Directors for payment to shareholders who are on the register of members at the close of business on 21 April 2017, and, if approved, the date of payment of the final dividend will be 19 May 2017. For shareholders who have elected to receive their dividend payments in sterling, the sterling equivalent of the US dividend will be determined, based on the exchange rate on 26 April 2017.

Resolutions 3 and 4 – Directors' Remuneration report

These resolutions seek shareholder approval for the Company's Remuneration Policy Report and the Annual Report on Remuneration, which together form the Directors' Remuneration Report for the year ended 31 December 2016 included on pages 91 to 110 of the 2016 Annual Report and Accounts sent with this Notice. Although not required by Jersey law, the Directors' Remuneration Report also includes certain disclosures required under the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) which apply to UK incorporated companies.

• Policy report. This is a forward looking report describing the Company's approach to all aspects of Directors' remuneration, including recruitment, service contracts and payment for loss of office. This report is required to be approved by shareholders at least every three years and was last approved by shareholders in May 2014. The Company is proposing to change its Remuneration Policy this year and the new Policy is set out on Pages 94 to 101 of the 2016 Annual Report and Accounts.

As a Jersey incorporated company, the Company is not technically required to comply with the UK reporting regulations and further, does not receive the benefit of the statutory powers conferred by the UK Companies Act 2006 where payments to directors are not consistent with a remuneration policy approved by shareholders. However, in keeping with the Remuneration Committee's desire for the Company to observe high standards of corporate governance, the Company has prepared its Directors' Remuneration Report with full reference to the UK regulations. Whilst our Policy Report will be submitted to shareholders for approval on an advisory basis, rather than to a binding shareholder vote, the Company considers the vote of shareholders on the Remuneration Policy to be binding in its application.

• Annual Report on Remuneration. This report provides details on how the Company's remuneration policy has been implemented during the last financial year in terms of salary, bonus, share awards and any other remuneration related items. This report continues to be subject to an advisory vote and is required to be put to shareholders annually.

Resolutions 5 and 6 – Appointment of Directors

These resolutions propose the appointment of Jane Sadowsky as a Non-executive Director and Alastair Cochran as an Executive Director, as required by the Articles.

Biographical details for Jane and Alastair are set out on page 6. The Board of Directors of the Company (the Board) considers that both new Directors have and will continue to make a valuable contribution to the Board and that they have sufficient time to devote to the Company's affairs. Their appointments to the Board are recommended by the Nominations Committee.

Resolutions 7 to 14 – Re-appointment of Directors

In recognition of the UK Corporate Governance Code, all Directors will stand for annual re-appointment. Accordingly, Rijnhard van Tets, Thomas Thune Andersen, Andrea Abt, Matthias Bichsel, René Médori and George Pierson will offer themselves for re-appointment as Non-executive Directors; and Ayman Asfari and Marwan Chedid will each offer himself for re-appointment as an Executive Director, proposed through separate resolutions numbered 7 to 14.

Having reviewed the recommendations of the Nominations Committee concerning these re-appointments and following the external Board performance evaluation completed in 2016, the Board concluded that each of the Directors continues to make an effective and valuable contribution and demonstrates commitment to the role of 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 or her character or judgement. It unanimously recommends the re-appointment of the above Directors.

Biographical details of each of the Directors standing for re-appointment are set out on pages 5 and 6.

Resolutions 15 and 16 – Auditors' re-appointment and remuneration

The Company is required to appoint auditors at each general meeting at which accounts are presented to shareholders. During 2016 a full and thorough tender process for the audit contract was conducted, details of which can be found on page 89 of the 2016 Annual Report and Accounts. Resolution 15 proposes that Ernst & Young LLP be re-appointed as the Company's auditors until the next AGM of the Company to be held in 2018. In accordance with current best practice, Resolution 16 is a separate resolution which gives authority to the Directors to determine the auditors' remuneration.

Resolution 17 – 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 Investment Association, Resolution 17 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 17 will confer authority on the Directors to allot shares up to an aggregate nominal amount of US\$2,306,084 (this being approximately one-third of the Company's issued ordinary share capital as at 21 March 2017), together with shares required to satisfy awards under any Employee Share Scheme.

The authority contained in this resolution will expire at the conclusion of the AGM of the Company to be held in 2018 or, if later, on 11 August 2018. The Directors currently have no intention of allotting shares pursuant to the authority conferred by Article 2.2 of the Articles.

Resolution 18 – Renewal of Directors' authority to allot shares without rights of pre-emption

Resolution 18, proposed as a special resolution, 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 21 March 2017 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\$345,912 (this represents approximately 5% of the Company's issued ordinary share capital as at 21 March 2017).

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 2018 or, if later, on 11 August 2018.

Resolution 19 – Directors' authority for the purchase by the Company of its own shares

Resolution 19 is being proposed as a special resolution and will authorise market purchases of up to 34,591,274 shares (this represents approximately 10% of the Company's issued ordinary shares as at 21 March 2017) 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 Companies (Jersey) Law 1991. 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 shares, 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 21 March 2017, 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 outstanding warrants or options to subscribe for new shares in the Company. The authority contained in this resolution will expire at the conclusion of the AGM of the Company to be held in 2018 or, if later, on 11 August 2018.

Resolution 20 – Short notice period for general meetings

Resolution 20 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, it is not intended that the shorter notice period will be used as a matter of routine but only where the flexibility is merited by the business of the meeting. The Directors will assess 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 2018, when it is intended that a similar resolution will be proposed to renew this authority.

1. Entitlement to attend and vote

• 1.1 All resolutions at the AGM will be decided by a poll. The Company believes that this is a more transparent method of voting, as member votes are counted according to the number of shares held, ensuring an exact and definitive result, regardless of whether or not the member is able to attend the meeting.
• 1.2 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 close of business on Tuesday, 9 May 2017 will be entitled to attend and 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 close of business on Tuesday, 9 May 2017 will be disregarded in determining the rights of any person to attend or vote at the AGM.

2. Appointment of proxies

• 2.1 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 or her 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 or she subsequently wishes to do so.
• 2.2 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 below and in the notes to the Form of Proxy.
• 2.3 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 may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
• 2.4 To be effective:
• members resident in the UK should return the completed and signed Form of Proxy exactly as it is (like a postcard) or in an envelope as described in note 8 on the Form of Proxy, 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 Form of Proxy, 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 Form of Proxy must be deposited at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, UK by no later than 10:30 am on Tuesday, 9 May 2017, 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).

2.5 To appoint more than one proxy, a member may either photocopy the Form of Proxy or, to request additional personalised Form(s) of Proxy, contact Capita Asset Services on 0871 664 0300. Calls cost 12p per minute plus your telephone company's access charge. If you are outside the United Kingdom, please call +44 371 664 0300. Calls made from outside the UK will be charged at the applicable international rate. Lines are open between 09.00 am-5.30 pm (UK time) Monday-Friday, excluding public holidays in England and Wales.

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 Asset Services before the latest time for the receipt of proxies will take precedence.

3. Electronic proxy appointment

3.1 As an alternative to returning the enclosed Form of Proxy, 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 via the internet at https://www.petrofac-shares.com. Members will need to register before using this internet voting facility and will be asked to agree to certain terms and conditions. Members will be issued with confirmation of their voting instructions once the voting process has been completed. Members must ensure that they have voted by no later than 10:30 am on Tuesday, 9 May 2017 or by no later than 48 hours prior to the time appointed for the holding of any adjourned AGM. If a member holds shares in uncertificated form, he or she should contact their broker directly or use the CREST electronic proxy appointment service, as set out in note 4.

4. Electronic proxy appointment through CREST

4.1 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.

• 4.2 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 no later than 10:30 am on Tuesday, 9 May 2017 or by no 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.
• 4.3 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.

5. Change or revocation of proxies

• 5.1 To change proxy instructions, a member should submit a new proxy appointment using the methods set out above. The cut-off times for receipt of proxy appointments 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 Form of Proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact Capita Asset Services as set out in note 2.5.
• 5.2 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 2.4 or, where the appointment of proxy was contained in an electronic communication, in accordance with note 3 or 4, 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 Asset Services or, where the appointment of proxy was contained in an electronic communication, in accordance with note 3 or 4, as applicable, no later than 10:30 am on Tuesday, 9 May 2017, 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), the proxy appointment will remain valid.

6. Questions

6.1 Any shareholder attending the meeting has the right to ask questions. The Company will answer any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation of the AGM or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. The Chairman may also nominate a Company representative to answer a specific question after the AGM or refer the response to the Company's website. Those shareholders who are unable to attend the AGM are invited to email questions to the Chairman in advance at: agmquestions@petrofac.com.

7. Corporate representatives

• 7.1 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:
• if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; or
• in other cases, the power is treated as not exercised, which means that the votes are treated as not cast.
• A corporation that wishes to allocate its votes to more than one person should use the proxy arrangements.

8. Voting rights

8.1 As at 21 March 2017 (being the last practicable date prior to the publication of this Notice), the Company's issued share capital consisted of 345,912,747 ordinary shares, carrying one vote each. Accordingly, the total voting rights in the Company as at 21 March 2017 are 345,912,747.

9. Addresses

9.1 Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so by writing to Capita Asset Services, 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 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.

10. Website

10.1 A copy of this Notice, the total number of shares in issue and the total voting rights in the Company can be found at www.petrofac.com.

11. Documents available for inspection

• 11.1 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, 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:
• (a) the register of Directors' interests;
• (b) copies of all contracts of service of the Executive Directors;
• (c) copies of the terms and conditions of appointment of the Non-executive Directors; and
• (d) a copy of the Memorandum and Articles of Association of the Company in force at any given time.

AGM information

Time of the meeting

The AGM will start promptly at 10:30 am on Thursday 11 May 2017. If you are planning to attend the AGM in person, a map is printed at the end of this Notice.

Attending the meeting

Please bring your attendance card with you. It authenticates your right to attend, speak and vote at the AGM and will speed up your admission. You may also find it useful to bring this Notice and the 2016 Annual Report and Accounts in order that you may refer to them during the AGM. All joint shareholders may attend and speak at the AGM. However, where more than one joint shareholder tenders a vote, only the vote submitted by the most senior shareholder will be accepted. Seniority is determined by the order in which the names of the joint holders are listed on the Register of Members.

Not attending the meeting

Whoever you appoint as a proxy can vote or abstain from voting as he or she decides on any other business which may validly come before the AGM. This includes proxies appointed using the CREST service. Details of how to complete the appointment of a proxy either electronically or on paper are given in the notes to this Notice and in the accompanying Form of Proxy.

Enquiries

Capita Registrars maintain the Company's share register. If you have any enquiries about the AGM or about your Petrofac shareholding, you should contact Capita as follows:

Registrar address:	You may also contact Petrofac at the following address:
Capita Registrars (Jersey) Limited	Petrofac Services Limited
12 Castle Street	117 Jermyn Street
St Helier	London
Jersey	SW1Y 6HH
JE2 3RT

Data Protection Statement

Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data are to be processed.

The Company and any third party to whom it discloses the data (including the Company's Registrars) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

How to get there

Freshfields Bruckhaus Deringer LLP 26 – 28 Tudor Street London EC4Y 0BQ

Please note that admission to the venue is through the entrance on Tudor Street and not the main entrance to Freshfields Bruckhaus Deringer LLP on 65 Fleet Street, London EC4Y 1HS.

By underground

Approximately 5 minutes' walk from Blackfriars and Temple stations and 10 minutes' walk from Chancery Lane underground station.

By car

Nearby car parks are:

Green Parking Ltd Harmsworth House Bouverie Street London EC4Y 8DP (For reservations and availability call Kingsley on 0207 356 0813)

City of London Corporation Baynard House car park Queen Victoria Street London EC4V 4BQ (Reservations not possible)