PETROFAC LD — AGM Information 2021

Jun 17, 2021

Petrofac Limited Annual General Meeting 17 June 2021

Copy of an ordinary resolution (resolution number 15) passed by shareholders at the Annual General Meeting of Petrofac Limited

THAT the Deferred Bonus Plan (the 'DBP'), the principal terms of which are set out in the explanatory notes on pages 11 and 13 and the rules of which are produced in draft to the Meeting and initialled by the Chairman of the Meeting for the purposes of identification, be and are hereby approved and the Directors be and are hereby authorised to adopt the DBP and to do all such other acts and things as they may consider appropriate to implement the DBP (including making such minor amendments as the Directors consider to be necessary or expedient).

Copy of an ordinary resolution (resolution number 16) passed by shareholders at the Annual General Meeting of Petrofac Limited

THAT the Share Option Plan (the 'SOP'), the principal terms of which are set out in the explanatory notes on pages 12 and 13 and the rules of which are produced in draft to the Meeting and initialled by the Chairman of the Meeting for the purposes of identification, be and are hereby approved and the Directors be and are hereby authorised to adopt the SOP and to do all such other acts and things as they may consider appropriate to implement the SOP (including making such minor amendments as the Directors consider to be necessary or expedient).

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 for general purposes be and is hereby restricted to an aggregate nominal amount of US\$2,306,084 representing approximately one-third of the Company's issued ordinary share capital as at 17 May 2021 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). In addition, this amount shall be increased by an aggregate nominal amount of US\$2,306,084 representing approximately onethird of the Company's issued ordinary share capital as at 17 May 2021 provided that the Director's power in respect of such latter amount may only be used in connection with an offer of shares to ordinary shareholders or an invitation to ordinary shareholders to apply to subscribe for shares and, if, in accordance with their rights the Board so determines, holders of other equity securities of any class (whether by way of rights issue, open offer or otherwise) where the shares respectively attributable to the interests of ordinary shareholders or holders of other equity securities, if applicable are proportionate (as nearly as practicable) to the respective numbers of ordinary shares or other equity securities, as the case may be held by them, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any regulatory body or stock exchange ("a Pre-emptive issue").

This authority shall, unless previously revoked or varied, expire on 17 September 2022 or, if earlier, at the conclusion of the AGM of the Company to be held in 2022 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 restriction imposed on the Directors by way of an ordinary resolution at the AGM held on 15 May 2020 be and is hereby revoked.

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

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, representing approximately 5% of the Company's issued ordinary share capital as at 17 May 2021, 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 17 September 2022 or, if earlier, at the conclusion of the AGM of the Company to be held in 2022, 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 15 May 2020 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 Directors be and are hereby generally and unconditionally authorised in accordance with Article 2.16 of the Articles in addition to any authority granted under Resolution 18, 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, representing approximately 5% of the Company's issued ordinary share capital as at 17 May 2021, 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 be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction that the Directors of the Company determine to be an acquisition or other capital investment of kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-emption Group prior to the date of this Notice.

Such authority to expire on 17 September 2022 or, if earlier, at the conclusion of the AGM of the Company to be held in 2022, 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.

Copy of a special resolution (resolution number 20) 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 17 September 2022 or, if earlier, at the conclusion of the AGM of the Company to be held in 2022;

(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 21) 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 2022, a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

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

THAT, with effect from the passing of Resolution 22, the Articles of Association (Articles) be and are hereby amended by:

(a) inserting new Articles at 2.10A, 14.3 and 18.10; and

(b) amending the existing Articles 1.1, 9, 15.3(b) and 85

so that they shall be in the form of the amended Articles produced to the AGM, marked as 'A' and initialled by the Chairman for the purposes of identification. On the passing of this resolution the Articles shall be updated, and a new clean version of the Articles shall be filed with the Registrar of Companies in Jersey.

Certified as a true Copy: Date: 17 June 2021

anu $2n_i$ DIRECTOR and CHAIRMAN