Notice of AGM

Petrofac Limited
10 April 2008



10 April 2008


                        Petrofac Limited (the "Company")


         Annual General Meeting - alteration of Articles of Association


1.   The Company announces that it has today posted toshareholders the Annual 
     Report and Accounts for 2007 and a Notice of an Annual General Meeting 
     ("AGM") to be held on 16 May 2008, together with a Proxy Form and an 
     explanatory letter from the Chairman.


2.   At the AGM, a special resolution (Resolution 12) to amend the Company's 
     Articles of Association (the "Articles") will be proposed. The full terms 
     of the proposed amendments are set out in the Notice of AGM and an
     explanation of the effect of the proposed amendments is set out in the
     explanatory notes accompanying the Notice of AGM.


3.   A summary of the amendments proposed by Resolution 12 and the reason for 
     such amendments are set out below:

    a.     since its listing in October 2005, the Company has sought to comply 
           and, through its Articles, require its shareholders to comply, with 
           UK disclosure standards as though it were a UK company. It is 
           therefore proposed that the Articles be amended to reflect certain 
           changes to UK and European legislation(particularly in relation to 
           the disclosure of interests in voting rights) as well as incorporate 
           other relevant regulatory and legislative provisions into the 
           Articles (as they may be amended from time to time);

    b.     the removal of the age limit of 70 years for the appointment of 
           Directors in line with UK legislation relating to age discrimination; 
           and

    c.     the deletion of the current Article 50 and the substitution of new
           Articles 50 and 51. Because the ongoing notification obligations of 
           the Company, persons discharging managerial responsibilities and 
           their connected persons in respect of share dealings are now 
           regulated by the UK Disclosure and Transparency Rules, the Board is 
           of the view that it is no longer necessary for such obligations to 
           be contained in the Articles. The new Articles therefore have the 
           effect of requiring the disclosure of such shareholdings on 
           appointment only.


4.   The Company confirms that two copies of the Annual Report and Accounts for 
     2007, Notice of AGM, Proxy Form and an explanatory letter from the Chairman 
     have been submitted to the UK Listing Authority and will shortly be
     available for inspection at the UK Listing Authority's Document Viewing 
     Facility which is situated at:

     The Financial Services Authority
     25 The North Colonnade
     Canary Wharf
     London
     E14 5HS


    Contact for enquires:

    Jonathan Low 020 7811 4900






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