Ayman Asfari, Non-Executive Director, and family hold (in aggregate) approximately 19% of the Shares in the Company. Mr. Asfari and family have irrevocably committed to invest at least USD38 million into the Capital Raise, which they intend to achieve through participation in both the Firm Placing and the Open Offer. Mr. Asfari and family's ultimate participation may increase from this level, but will not exceed the pro-rata entitlement related to their aggregate shareholding. Following the Capital Raise, Mr. Asfari and family will hold at least 17.1% of the Enlarged Share Capital.

The Company is grateful to Mr Asfari and family for their commitment with respect to the Capital Raise, and their ongoing support of the business.

In addition, all of the Directors other than Mr. Asfari have committed to invest in the Company, in connection with the Capital Raise and at the Issue Price, pursuant to a direct subscription with the Company for the purchase of additional Shares (conditional upon Admission), the details of which are set out below (individually each a "Director Subscription" and which, taken together, shall comprise the "Director Subscriptions"):

-- Sami Iskander, Group CEO, does not currently hold any Shares in the Company following his appointment as CEO earlier this year. Mr Iskander has committed to subscribe for Shares at the Issue Price for an aggregate price of GBP250,000.

-- All other Directors have committed to subscribe Shares at the Issue Price, at a minimum, pro-rata to their shareholdings acquired by virtue of their position as directors or as employees of the Company.

In aggregate, 308,673 Shares are expected to be issued by the Company in connection with the Director Subscriptions and the Company will raise additional proceeds of approximately USUSD488,922 (GBP354,974).

Related Party Transactions

Ayman Asfari and family

Ayman Asfari and family are a substantial shareholder for the purposes of Chapter 11 of the Listing Rules and Mr Asfari is a director of the Company. Mr Asfari and family are therefore considered to be a related party for the purposes of Chapter 11 of the Listing Rules. Mr Asfari and family have irrevocably committed to subscribe for New Shares in the Capital Raise with an aggregate value of approximately USUSD38 million.

This commitment constitutes a related party transaction under Listing Rule 11.1.5R and is of sufficient size to require Shareholder approval under Listing Rule 11.1.7R(3). This approval will be sought at the General Meeting and Mr. Asfari and family will not vote such resolution. Any additional New Shares issued to Mr. Asfari and family as a result of their taking up Open Offer Entitlements are exempt from the rules regarding related party transactions under chapter 11 of the Listing Rules.

Directors

Each Director is a related party of the Company for the purposes of the Listing Rules. Pursuant to the Director Subscriptions, each of the Directors (other than Mr. Asfari) has agreed to subscribe for Shares at the Issue Price, conditional upon Admission. The Director Subscriptions fall within the scope of the Listing Rules, however, due to the size of each Director Subscription relative to the Company's market capitalisation, the Director Subscriptions are exempt from the rules regarding related party transactions under chapter 11 of the Listing Rules. 9. Dividend Policy

The Group's current dividend policy targets a dividend cover over the long term of between 2.0x and 3.0x business performance net profit. However, in April 2020, the Board suspended the payment of the final dividend in response to the COVID-19 pandemic and the fall in oil prices. The Board recognises the importance of dividends to shareholders, but in light of current market conditions has decided that dividend payments will remain suspended and therefore no interim dividend will be paid in respect of 2021. 10. General Meeting Arrangements

A notice convening a general meeting of Petrofac to be held at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ at 10.00 a.m. on 12 November 2021 will be included in the Prospectus. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions. A summary and explanation of the Resolution is set out below, but please note that this does not contain the full text of the Resolutions and you should read this section in conjunction with the Resolution in the Notice of General Meeting. 11. Resolutions

Your attention is drawn to the fact that the Capital Raise is conditional and dependent upon the Resolutions being passed.

In summary, the resolutions seek the approval of Shareholders:

-- Resolution 1: to issue 23,783,684 New Shares to Ayman Asfari and family pursuant to the Capital Raise, in light of Mr. Asfari and family being related parties of the Company for the purposes of the Listing Rules.

-- Resolution 2:

o to the terms of the Capital Raise to be set out in the Prospectus; and

o to grant the Board authority to allot Shares pursuant to the Capital Raise and the Director Subscriptions.

The Resolutions will be proposed as ordinary resolutions requiring a simple majority of votes in favour. The Resolutions must be approved by Shareholders who together represent a simple majority of the Shares being voted for (whether in person or by proxy) at the General Meeting. 12. Importance of Your Vote

The Company is of the opinion that, taking into account the net proceeds of the Firm Placing and Placing and Open Offer and the bank and other facilities available to the Group, the Group has sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

The Resolutions, as set out in paragraph 9 above, must be passed by Shareholders at the General Meeting in order for the Capital Raise to proceed and, as a result, the Refinancing Plan to be implemented. The Directors believe that the Refinancing Plan, which is contingent upon completion of the Capital Raise, is necessary to provide the Group and its management with operational and financial flexibility to implement its new strategy, as described in paragraph 3 above, including winning new work and re-engaging with key customers in the Group's traditional markets.

If the Capital Raise does not proceed (and, as a result, the Refinancing Plan is not implemented), the Group anticipates that it would continue to experience reduced demand from existing and targeted clients and difficulty obtaining surety bonds, letters of credit and guarantees to secure performance under new contracts. Under these circumstances, if the Group's reasonable worst case scenario (which it prepared as part of its evaluation of its working capital requirements, based on its principal risks and uncertainties) were to transpire, and the Group were unable to successfully implement the mitigating actions set out below, the Group may experience a liquidity shortfall of up to USUSD188 million when its borrowings pursuant to the CCFF comes due on 31 January 2022. As described below, an inability to repay the full balance of the CCFF on its maturity date would also result in a cross-default under the Group's other financing arrangements that would entitle lenders to make a repayment demand on balances outstanding.

If the Capital Raise does not proceed (and, as a result, the Refinancing Plan is not implemented), and this reasonable worst case scenario were to transpire, the Group would take a number of coordinated actions designed to enable it to meet its repayment obligations under the CCFF and its other financing arrangements, and to continue to satisfy its covenant requirements, over the next 18 months. Such actions could include, among other things, seeking waivers from its existing lenders in respect of relevant covenant test dates, reducing costs, pursuing the monetisation of non-core assets in order to reduce its net debt position, and entering into negotiations with its lenders to amend the terms of its existing financing arrangements, including to extend the terms of these agreements. The Group believes that it will be in the interests of its lenders to work with the Group to find an alternative capital structure or solution which is acceptable to such lenders. Accordingly, the Directors believe that they have a reasonable basis to conclude that the combination of mitigating actions described above would (in the event the Refinancing Plan is not implemented) enable the Group to avoid a default under its financing arrangements during the next 12 months. However, any monetisation of non-core assets is likely to be at a discount to their market value, and re-negotiations with lenders are likely to cause the Group to incur significant costs (including, for example, amendment fees, legal costs and increased interest payments) and to accept the imposition of restrictions on the ability of management to pursue its strategy.

If the Group were unable to implement the mitigating actions described above, and it were unable to repay the amount outstanding under the CCFF when it comes due on 31 January 2022, it would result in the following:

-- a cross-default that would entitle lenders to make a repayment demand on balances outstanding under, and cancel, each of the Existing Revolving Credit Facility, of which USUSD546 million was drawn as at 30 September 2021, the USUSD90 million Existing ADCB Term Loan Facility, which was fully drawn as at 30 September 2021, and the USUSD50 million Existing RAK Term Loan Facility, which was fully drawn as at 30 September 2021, creating an aggregate shortfall with the CCFF of up to USUSD874 million; and

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