PETROFAC LD — AGM Information 2023

Jun 23, 2023

Petrofac Limited Annual General Meeting 23 June 2023

Copy of an ordinary resolution (resolution number 14) 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 of Association of the Company (Articles) to allot ordinary shares for general purposes be and is hereby restricted to an aggregate nominal amount of US\$3,480,330 representing approximately one-third of the Company's issued ordinary share capital as at 23 May 2023 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\$3,480,330 representing approximately one-third of the Company's issued ordinary share capital as at 23 May 2023 provided that the Directors' 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.

This authority shall, unless previously revoked or varied, expire on 23 September 2024 or, if earlier, at the conclusion of the AGM of the Company to be held in 2024 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 26 May 2022 be and is hereby revoked.

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

THAT, if resolution 14 is passed, the Directors be and are hereby generally and unconditionally authorised in accordance with Article 2.16 of the Articles to allot equity securities (as defined in the Articles) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Article 2.8 of the Articles did not apply to any such allotment or sale, such authority to be limited:

• to the allotment of equity securities or sale of treasury shares in connection with a rights issue or a) similar offer in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them on that date provided that the Directors of the Company may make such exclusions or other arrangements to deal with any legal or practical problems under the laws of any territory or the requirement of any regulatory body or any stock exchange or with fractional entitlements as they consider necessary or expedient;
• to the allotment of equity securities or sale of treasury shares (otherwise than under paragrapha) $b)$ above) up to a nominal amount of US\$1,044,099 representing approximately 10%, excluding treasury shares of the Company's issued ordinary share capital as at 23 May 2023; and

c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a) or paragraph b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of 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 23 September 2024 or, if earlier, at the conclusion of the AGM of the Company to be held in 2024, 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 26 May 2022 be and is hereby revoked.

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

THAT if resolution 14 is passed, 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 15, to allot, without rights of pre-emption applying, equity securities (as defined in the Articles) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Article 2.8 of the Articles did not apply to any such allotment or sale, such authority to be:

• limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of $a)$ US\$1,044,099 representing approximately 10% of the Company's issued ordinary share capital as at 23 May 2023, 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 twelve 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; and
• limited to the allotment of equity securities or sale of treasury shares (otherwise than under b) paragraph a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors of the company determines to be of a kind contemplated by paragraph 3 of Section 2B of 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 23 September 2024 or, if earlier, at the conclusion of the AGM of the Company to be held in 2024, except that the Company may, at any time prior to the expiry of such power, in each case 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 (and sell treasury shares) in pursuance of such an offer or agreement as if such power had not expired.

Copy of a special resolution (resolution number 17) 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 52,204,952 ordinary shares of US\$0.02 each;
• the minimum price (exclusive of any expenses) which may be paid for any such share is b) US\$0.02 per share;
• the maximum price (exclusive of any expenses) which may be paid for any such share is the c) 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 23 September 2024 or, if earlier, at the conclusion of the AGM of the Company to be held in 2024;
• $e)$ 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 18) 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 2024, a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

Certified as a true Copy: Date: 23 June 2023

DIRECTOR and CHAIRMAN OF THE MEETING

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