Petrofac Limited: Pricing of USUSD600,000,000 Aggregate Principal Amount of Senior Secured Notes Due 2026

Petrofac Limited ( PFC) Petrofac Limited: Pricing of USUSD600,000,000 Aggregate Principal Amount of Senior Secured Notes Due 2026 01-Nov-2021 / 07:00 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

----------------------------------------------------------------------------------------------------------------------- Press Release

1 November 2021

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO ANY JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

Announcement of the Pricing of USUSD600,000,000 Aggregate Principal Amount of Senior Secured Notes Due 2026

Petrofac Limited (the "Company" or "Petrofac") today announces the successful pricing of its offering of USUSD600,000,000 aggregate principal amount of 9.75% senior secured notes due 2026 (the "Temporary Notes") by a newly-formed financing entity, Pyrenees Bondco Limited (the "Issuer"). The offering of the Temporary Notes is subject to customary closing conditions, and settlement is expected to occur on or around 9 November 2021.

Concurrently with the closing of the offering of the Temporary Notes, and pending consummation of the proposed firm placing, placing and open offer of new ordinary shares in the Company to raise gross proceeds of approximately USUSD275,000,000 (the "Capital Raise") and the satisfaction of certain other conditions, the Initial Purchasers (being Goldman Sachs International, J.P. Morgan Securities plc, NatWest Markets Securities Inc. and First Abu Dhabi Bank PJSC) will deposit the gross proceeds of the offering of the Temporary Notes (which have an issue price of 99.028%) into an escrow account.

On the date of admission of new shares pursuant to the Capital Raise, all of the funds held in the escrow account will be released to the Issuer and all of the Temporary Notes will be automatically exchanged (the "Exchange") for an equal aggregate principal amount of 9.75% senior secured notes due 2026 issued by Petrofac Limited (the "Senior Secured Notes").

The issue of the Temporary Notes is part of a wider refinancing plan (the "Refinancing Plan") comprising the Capital Raise, a new USUSD180 million revolving credit facility, a new AED185 million (USUSD50 million) bilateral facility and amendment of an existing USUSD50 million bilateral term loan facility. The proceeds of the Refinancing Plan, alongside available cash reserves, will be used to pay, in January and February 2022, the USUSD106 million (GBP77 million) penalty imposed in relation to the SFO investigation and to repay existing indebtedness. These actions will extend Petrofac's debt maturities and strengthen the Company's platform to execute its strategy.

The effectiveness of the Refinancing Plan is contingent on completion of the Capital Raise, which is conditional on, among other things, the passing of the shareholder resolutions by shareholders in the Company at a General Meeting, which is scheduled to take place at 10:00 a.m. on 12 November 2021.

Ends

For further information contact:

Petrofac Limited

+44 (0) 207 811 4900

Jonathan Yarr, Head of Investor Relations

jonathan.yarr@petrofac.com

Alison Flynn, Group Director of Communications and Sustainability

alison.flynn@petrofac.com

The person responsible for arranging the release of this announcement on behalf of Petrofac is Alison Broughton, Secretary to the Board.

Tulchan Communications Group

+44 (0) 207 353 4200

petrofac@tulchangroup.com

Martin Robinson

petrofac@tulchangroup.com

Goldman Sachs

+44 (0) 207 774 1000

Bertie Whitehead

Chris Pilot

Tom Hartley

J.P. Morgan

+44 (0)20 7742 4000

Edmund Byers

Barry Weir

Will Holyoak

NOTES TO EDITORS

Petrofac

Petrofac is a leading international service provider to the energy industry, with a diverse client portfolio including many of the world's leading energy companies.

Petrofac designs, builds, manages and maintains oil, gas, refining, petrochemicals and renewable energy infrastructure. Our purpose is to enable our clients to meet the world's evolving energy needs. Our four values - driven, agile, respectful and open - are at the heart of everything we do.

Petrofac's core markets are in the Middle East and North Africa (MENA) region and the UK North Sea, where we have built a long and successful track record of safe, reliable and innovative execution, underpinned by a cost effective and local delivery model with a strong focus on in-country value. We operate in several other significant markets, including India, South East Asia and the United States. We have approximately 8,500 employees based across 31 offices globally.

Petrofac is quoted on the London Stock Exchange (symbol: PFC).

For additional information, please refer to the Petrofac website at www.petrofac.com

IMPORTANT INFORMATION

This announcement (the "Announcement") does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction.

The Temporary Notes have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States or to, or for the account or benefit of US persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Temporary Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act, subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. This press release is not an offer to sell the Temporary Notes in the United States. The Temporary Notes to be offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of U.S. persons, as such term is defined in Regulation S of the Securities Act, absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. If any public offering of the Temporary Notes is made in the United States, it will be by means of a prospectus that may be obtained from the Issuer that will contain detailed information about the Issuer, Petrofac and management, as well as financial statements. No public offering of the Temporary Notes will be made in the United States in connection with the above-mentioned transaction.

This Announcement has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area ("EEA") (each, a "Relevant State") will be made pursuant to an exemption under Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"), from the requirement to publish a prospectus for offers of securities. This Announcement has been prepared on the basis that any offer of the Temporary Notes in the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), from the requirement to publish a prospectus for offers of notes.

The Temporary Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" within the meaning of Article 2(e) of Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Temporary Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Temporary Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This Announcement does not constitute and shall not, in any circumstances, constitute an offering to retail investors. The offer and sale of the Temporary Notes in any member state of the EEA will be made pursuant to an exemption under Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive") from the requirement to publish a prospectus for offers of notes. The preliminary offering memorandum produced for the offering of the Temporary Notes is not a prospectus for the purposes of the Prospectus Directive.

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