Petrofac : Memorandum of Articles of Association

PETROFAC LIMITED

MEMORANDUM AND ARTICLES OF

ASSOCIATION

[AS APPROVED BY SHAREHOLDERS ON [17] JUNE 2021]

COMPANIES (JERSEY) LAW 1991

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

PETROFAC LIMITED

1. The name of the Company is Petrofac Limited.
2. The Company shall have unrestricted corporate capacity.
3. The Company is a public company.
4. The Company is a par value company.
5. The liability of each Member arising from his holding of a Share is limited to the amount (if any) unpaid on it.
6. The authorised share capital of the Company is 750,000,000 Ordinary Shares of $0.02 each and 750,000,000 B Shares of $0.005 each (each as defined in the Company's articles of association).

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	CONTENTS
Article	Subject
1	Definitions and Interpretation
	Share Capital and Share Certificates
2	Share Capital
3	Special Rights Attaching to Classes of Shares
4	Uncertificated Shares
5	Share Certificates
6	Replacement of Certificates
7	Lien
8	Calls on Shares and Forfeiture
9	Untraced Shareholders
9A	The B Shares
	Transfers and Transmissions of Shares
10	Transfer of Shares
11	Transmission of Shares
12	Alteration of Share Capital
13	Interests in Shares
	General Meetings
14	General Meetings
15	Notice of General Meetings
16	Postponement of General Meetings
17	Proceedings at General Meetings
	Voting
18	Voting
19	Votes of Holders
20	Appointment of Proxy
21	Corporations Acting by Representatives
22	Objections to and Error in Voting
23	Amendments to Resolutions
24	Resolutions in Writing
25	Class Meetings
	Appointment, Retirement and Removal of Directors
26	Number of Directors
27	Power of the Company to Appoint Directors
28	Power of the Board to Appoint Directors
29	Appointment of Executive Directors
30	Eligibility of New Directors
31	Voting on Resolution for Appointment
32	Retirement by Rotation

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33	Directors Subject to Retirement
33A	Provisions if insufficient Directors appointed
33B	Provisions for meeting convened under Article 33A
34	Position of Retiring Director
35	Deemed Reappointment
36	Removal by Ordinary Resolution
37	Vacation of Office by Director
38	Alternate Directors
39-49	Directors' Remuneration, Expenses and Pensions
50	Powers and Duties of the Board
51	Powers of the Board
52	Powers of Directors being less than the minimum required number
53	Powers of Executive Directors
54	Delegation to Committees
55	Agents
56	Associate Directors
57	Exercise of Voting Powers
58	Provision for Employees
59	Registers
60	Borrowing Powers
61	Directors' Interests
	Proceedings of Directors and Committees
62	Board Meetings
63	Notice of Board Meetings
64	Quorum
65	Chairman of Board
66	Voting
67	Participation by Telephone
68	Resolution in Writing
69	Proceedings of Committees
70	Minutes of Proceedings
71	Validity of Proceedings of Board or Committee
72-75	Secretary and Authentication of Documents
76-78	The Seal
79-8887	Dividends
	Accounts and Audits
8988	Keeping and Inspection of Accounts
9089	Accounts to be sent to Members etc.
	Notices
9190	Notices to be in Writing or in Electronic Communication

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9291	Service of Notices and Other Documents on Members
9392	Notice by Advertisement
9493	Evidence of Service
9594	Notice Binding on Transferees etc.
9695	Notice in Case of Entitlement by Transmission
9796	Capitalisation of Profits
9897-10099	Winding Up and Capital Reduction
101100-102101	Destruction of Documents
	Indemnity
103102	Right to Indemnification
104103	Right of Claimant to Bring Suit
105104	Insurance
106105	Non-Exclusivity/ Nature and Extent of Indemnification Rights

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