Director/PDMR Shareholding

Petrofac Limited
03 April 2008

3 April 2008

                         DIRECTOR / PDMR SHAREHOLDINGS

                        PETROFAC LIMITED (the "Company")

1.  In accordance with Disclosure and Transparency Rule 3.1.2, Mr Keith Roberts 
    notified the Company on 2 April 2008 of the following transaction in the 
    ordinary shares of US$0.025 each of the Company ("shares"):

    On 2 April 2008, Mr Keith Roberts entered into an unconditional contract 
    with Boxsquare Limited, a company wholly owned by Mr Roberts.  Under the 
    contract, Boxsquare Limited has the right to acquire 2,070,000 shares from 
    Mr Roberts in the future at their market value at the date of completion.  
    There is currently no change in the legal or beneficial interests in the 
    shares or the voting rights attached to them and Mr Roberts' total 
    beneficial holding following this transaction remains at 2,120,000 
    comprising 0.61% of the current shares in issue.

    This transaction was entered into for personal tax planning reasons.

    The notification was made by Mr Roberts as a director and PDMR of the 
    Company and in his capacity as a director and sole shareholder of 
    Boxsquare Limited, his connected person.

    The Company has 345,434,858 shares in issue as at today's date and all 
    shares have equal voting rights.

2.  Prior to the Company's admission to listing on the Official List of the UK 
    Listing Authority, certain shareholders, including Mr Roberts, agreed, 
    in letters of undertaking given in favour of the Company and Credit Suisse 
    First Boston and Lehman Brothers (the "Joint Lead Managers"), 
    not to undertake any disposal of shares held on admission for an agreed 
    period without the prior written consent of the Joint Lead Managers.  
    Full details of these undertakings were set out in the Prospectus issued in 
    connection with admission ("Prospectus") in September 2005.  The Joint Lead 
    Managers entered into a Deed of Waiver dated 2 April 2008 with Mr Roberts 
    allowing him to enter into the transaction described in paragraph 1 above. 
    Boxsquare Limited by a Lock-up Agreement dated 2 April 2008 will be bound 
    by the terms of Mr Roberts' lock-in referred to in the Prospectus.

    The Company makes this notification in paragraph 2 in accordance with its 
    obligations under Listing Rule 9.6.17.

Contact for enquiries:

Jonathan Low
Petrofac Limited
020 7811 4900


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