Petrofac Regulatory News (PFC)

10 Apr 2008 12:53

Petrofac Limited10 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