PETROFAC LD — AGM Information 2018

Apr 5, 2018

Form of Proxy Annual General Meeting 2018

Petrofac

Please read the Notice of the Annual General Meeting (Meeting) and the accompanying notes carefully before completing this Form of Proxy.

If you hold your shares in certificated form you can, as an alternative to returning the Form of Proxy by post, submit your proxy online at www.petrofac-shares.com and follow the instructions. If your shares are held through CREST, you can submit your proxy using the CREST proxy voting system. Further information is at note 1.

As a shareholder of Petrofac Limited you have the right to attend, speak and vote at the Meeting. If you cannot, or do not wish to attend the Meeting, but still want to vote, you can appoint someone to attend the Meeting and vote on your behalf. That person is known as a 'proxy'. You can use this Form of Proxy to appoint the Chairman of the Meeting, or someone else, as your proxy. Your proxy does not need to be a shareholder of the Company. Your proxy cannot speak at the Meeting except to ask for a poll vote or except with the permission of the Chairman of the Meeting.

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Form of Proxy Annual General Meeting 2018

I/We, being a shareholder/shareholders of Petrofac Limited, appoint the Chairman of the Meeting or (please print your proxy's name clearly):

(see note 2) as my/our proxy to attend and, on a poll, to vote for me/us and on my/our behalf as indicated below at the Meeting and at any adjournment thereof (see notes 3, 4 and 5). Please cross the boxes below, as appropriate, to instruct your proxy how to vote:

☐ Please tick here if this proxy appointment is one of multiple appointments being made.

	Yes	Against	Vote withheld	Discretionary
1. To receive the Report and Accounts	☑	☑	☑	☑
2. To declare the final dividend	☑	☑	☑	☑
3. To approve the Annual Report on Remuneration	☑	☑	☑	☑
4. To appoint Sara Akbar as a Non-executive Director	☑	☑	☑	☑
5. To appoint David Davies as a Non-executive Director	☑	☑	☑	☑
6. To re-appoint Andrea Abt as a Non-executive Director	☑	☑	☑	☑
7. To re-appoint Matthias Bichsel as a Non-executive Director	☑	☑	☑	☑
8. To re-appoint René Médori as a Non-executive Director	☑	☑	☑	☑
9. To re-appoint George Pierson as a Non-executive Director	☑	☑	☑	☑
10. To re-appoint Ayman Asfari as an Executive Director	☑	☑	☑	☑
11. To re-appoint Alastair Cochran as an Executive Director	☑	☑	☑	☑
12. To re-appoint Ernst & Young LLP as auditors of the Company	☑	☑	☑	☑
13. To authorise the Directors to fix the remuneration of the auditors	☑	☑	☑	☑
14. To authorise the Directors to allot shares	☑	☑	☑	☑
15. To renew the authority to allot shares without rights of pre-emption	☑	☑	☑	☑
16. To authorise the Company to purchase and hold its own shares	☑	☑	☑	☑
17. To authorise 14-day notice period for general meetings	☑	☑	☑	☑

Signature(s) (See note 6)

Date

You may submit your proxy electronically at www.petrofac-shares.com

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Notes

1. CREST members wishing to appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system must ensure that, in order for such CREST Proxy Instruction to be effective, it is received by the Company's agent, (ID number RA10) not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof, together with any power of attorney or other authority under which it is sent. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Company's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST. For further information relating to the CREST proxy system, please refer to the CREST manual and the notes to the Notice of Annual General Meeting.

2. If you wish to appoint as your proxy a person (who need not be a member) other than the Chairman of the Meeting, please delete the words 'the Chairman of the Meeting' and insert the name of the other person. All alterations made to this Form of Proxy must be initialed by the signatory.

3. The completion and return of this Form of Proxy will not prevent you from attending in person and voting at the Meeting should you subsequently decide to do so.

4. If you wish your proxy to cast all of your votes for or against a resolution, you should insert an 'X' in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the Meeting) which may properly come before the Meeting.

5. The 'Vote Withheld' option is provided to enable you to instruct your proxy to abstain from voting on a particular resolution. A 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution. The 'Discretionary' option is provided to enable you to give discretion to your proxy to vote or abstain from voting on a particular resolution as he or she thinks fit.

6. This Form of Proxy must be signed by the shareholder or his/her attorney. Where the shareholder is a corporation, the signature must be under seal or signed by a duly authorised representative. In the case of joint shareholders, any one shareholder may sign this Form of Proxy. The vote of the senior joint shareholder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint shareholding.

7. To be valid, this Form of Proxy (together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially or in some other way approved by the Board of Directors) must be deposited at Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, UK, not later than 48 hours before the time appointed for the holding of the Meeting (or any adjournment).

8. If you prefer, you may return the Form of Proxy to Link Asset Services in an envelope addressed to:

FREEPOST PXS
34 Beckenham Road
BR3 9ZA

Please note that delivery using this service can take up to five business days.

Business Reply Plus
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RLUB-TBUX-EGUC

1

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF