Petrofac Limited - Notice of AGM

RNS Number:0847S
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

This information is provided by RNS
The company news service from the London Stock Exchange

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