BRAEMAR PLC — Proxy Solicitation & Information Statement 2012

May 18, 2012

Braemar Shipping Services plc
Circular to Shareholders incorporating

Notice of Annual General Meeting

Contents

PART 1 Letter from the Chairman 1
PART 2 Notice of Annual General Meeting 3
PART 3 Explanatory notes to resolutions 8, 9 and 10 7

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Braemar Shipping Services plc (the "Company"), please send this document, together with any accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Notice of the annual general meeting of the Company, to be held at 12 noon on 20 June 2012 at the Empire Room, The Landmark Hotel, 222 Marylebone Road London NW1 6JQ, is set out in part 2 of this document.

Each member of the Company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him, or (as the case may be) to a different £10, or multiple of £10 of stock held by him.

A from of proxy for use at the annual general meeting is enclosed. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed on it to Company's registrar, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU soon as possible but in any event so as to arrive no later than 12 noon on 18 June 2012.

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To the shareholders of Braemar Shipping Services plc
Braemar Shipping Services plc
35 Cosway Street
London NW1 5BT

18 May 2012

Dear Shareholder,

I am pleased to be writing to you with details of the annual general meeting of Braemar Shipping Services plc (the "Company") to be held at 12 noon on 20 June 2012 at the Empire Room, The Landmark Hotel, 222 Marylebone Road London NW1 6JQ (the "AGM"). The formal notice of AGM is set out in part 2 of this document ("AGM Notice").

If you would like to vote on the resolutions but cannot come to the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the AGM Notice.

The purpose of this letter is to explain certain elements of the business to be considered at the meeting. More detailed explanatory notes for resolutions 8, 9 and 10 are set out in part 3 of this document.

Resolution 1 – To receive the annual report and accounts

The annual report and accounts of the Company for the financial year ended 29 February 2012 will be presented to the meeting. The annual report and accounts are included with this document.

Resolution 2 – Remuneration report

It is a requirement of all listed companies to put their directors' remuneration report to an advisory shareholder vote. As the vote is advisory it does not affect the actual remuneration paid to any individual director. The directors' remuneration report is set out in full in the annual report of the Company.

Resolution 3 – Final dividend

A final dividend of 17 pence per ordinary share for the financial year ended 29 February 2012 is recommended by the directors for payment by the Company. If shareholders of the Company approve the recommended final dividend, this will be paid on 25 July 2012 to all ordinary shareholders who were on the register of members of the Company at the close of business on 22 June 2012.

Part 1
Letter from the Chairman

Resolutions 4 and 5 – Re-appointment of directors

Resolution 4 deals with the re-appointment of Sir Graham Hearne as a director of the Company. Resolution 5 deals with the re-appointment of James Kidwell as a director of the Company. Biographies of each of these persons can be found on page 16 of the Annual Report. The Board has confirmed that, following a performance review, all directors standing for re-appointment continue to perform effectively and demonstrate commitment to their role.

Resolutions 6 and 7 – Re-appointment of auditors

Resolution 6 relates to the re-appointment of KPMG Audit Plc as the Company's auditors to hold office until the next annual general meeting of the Company. Resolution 7 authorises the directors to set the remuneration of that company. The directors have delegated the responsibility of setting the auditors' remuneration to the audit committee of the Board.

Resolution 8 – Allotment of share capital

The Board considers it appropriate that the Company should have the maximum authority to allot ordinary shares. Accordingly a resolution renews the grant of authority to the Board to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £720,460 which (excluding ordinary shares to be issued under options granted under any share option plan of the Company) represents approximately one third of the Company's issued ordinary share capital as at 17 May 2012 (the latest practicable date prior to publication of this letter). It is proposed that such authority expire at the conclusion of next year's annual general meeting.

In addition the Association of British Insurers has said that it will now consider as routine a resolution to authorise the allotment of a further one-third of share capital for use in connection with a rights issue. Your Board considers it appropriate to seek this additional allotment authority at this year's AGM in order to take advantage of the flexibility it offers. It is proposed that such authority expire at the conclusion of next year's annual general meeting.

The directors have no present intention of exercising either authority.

Braemar Shipping Services plc
Notice of Annual General Meeting 2012

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Braemar Shipping Services plc
Notice of Annual General Meeting 2012

Resolution 9 – Disapplication of statutory pre-emption rights

Resolution 9 will empower the directors to allot ordinary shares in the capital of the Company for cash on a non pre-emptive basis: (a) in connection with a rights issue; and (b) (otherwise than in connection with a rights issue) up to a maximum nominal value of £108,069, representing approximately five per cent. of the issued ordinary share capital of the Company as at 17 May 2012 (the latest practicable date prior to publication of this letter). It is proposed that such authority expire at the conclusion of next year's annual general meeting.

Resolution 10 – Authority to purchase own shares

Resolution 10 gives the Company authority to buy back its own ordinary shares in the market as permitted by the Companies Act 2006. The authority limits the number of shares that could be purchased to a maximum of 2,161,379 (representing approximately 10 per cent. of the Company's issued ordinary share capital as at 17 May 2012 (the latest practicable date prior to publication of this letter) and sets minimum and maximum prices. This authority will expire at the conclusion of next year's annual general meeting.

The directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The authority will be exercised only if the directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange.

Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. The Company is only permitted to hold a maximum of up to 10 per cent of its issued share capital in treasury.

Resolution 11 – Notice of General Meetings

It is proposed in Resolution 11 that shareholders should approve the continued ability of the Company to hold general meetings, other than the annual general meeting, on 14 clear days' notice.

This resolution is required under section 307A of the Companies Act 2006. Under that section, a traded company which wishes to be able to call general meetings (other than an annual general meeting) on 14 clear days' notice must obtain shareholders' approval. Resolution 11 seeks such approval.

The resolution is valid up to the next annual general meeting and so will need to be renewed annually. The Company will also need to meet the requirements for voting by electronic means under section 307A of the Companies Act 2006 before it can call a general meeting on 14 days' notice.

Recommendation

The Board considers the resolutions will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors of the Company unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 3,186,803 shares representing approximately 14 per cent. of the existing issued ordinary share capital of the Company.

Yours sincerely,

Sir Graham Hearne

Chairman

Braemar Shipping Services plc

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Braemar Shipping Services plc
Notice of Annual General Meeting 2012

Part 2

Notice of Annual General Meeting
Braemar Shipping Services plc

Notice is given that the annual general meeting of Braemar Shipping Services plc (the "Company") will be held in the Empire Room, The Landmark Hotel, 222 Marylebone Road London NW1 6JQ on 20 June 2012 at 12 noon to transact the business referred to in this notice. Resolutions 1 – 7 (inclusive) will be proposed as ordinary resolutions. Resolutions 8 to 10 (inclusive) will be proposed as special resolutions:

1. To receive the report of the directors, the accounts and the auditor's report on the accounts and on the auditable part of the directors' remuneration report, for the financial year ended 29 February 2012.
2. To receive and approve the directors' remuneration report for the financial year ended 29 February 2012.
3. To declare a final dividend for the financial year ended 29 February 2012 of 17 pence per ordinary share.
4. To re-elect Sir Graham Hearne as a director of the Company.
5. To re-elect James Kidwell as a director of the Company.
6. To appoint KPMG Audit plc as auditors to the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company.

7. To authorise the directors of the Company to determine the remuneration of KPMG Audit plc as auditors of the Company.

8. To generally and unconditionally authorise the directors in accordance with section 551 of the Companies Act 2006 (the "Act") in substitution for all existing authorities:

(a) to exercise all the powers of the Company to allot shares and to make offers or agreements to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (together "Relevant Securities") up to an aggregate nominal amount of £720,460; and

(b) to exercise all the powers of the Company to allot equity securities (as defined in section 560(1) of the Act) up to an additional aggregate nominal amount of £720,460 provided that this authority may only be used in connection with a rights issue in favour of holders of ordinary shares and other persons entitled to participate therein where the equity securities respectively attributable to the interests of all those persons at such record date as the directors may determine are proportionate (as nearly as may be) to the respective numbers of equity securities held by them or are otherwise allotted in accordance with the rights attaching to such equity securities subject to such exclusions or other arrangements as the directors may consider necessary or expedient to deal with fractional entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatsoever, provided that the authorities in sub-paragraphs (a) and (b) of Resolution 8 shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or if earlier on the date which is 15 months after the date of the annual general meeting, except that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the directors may allot Relevant Securities in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.

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1. Subject to the passing of resolution number 8, to empower the directors, in accordance with section 570 of the Act, to allot equity securities (as defined in section 560(1) of the Act) for cash pursuant to the authority conferred by resolution number 8 or by way of a sale of treasury shares as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

(a) in connection with a rights issue or other pro rata offer (but, in the case of the authority granted conferred by sub-paragraph (b) of Resolution 8, by way of a rights issue only) in favour of holders of ordinary shares and other persons entitled to participate therein where the equity securities respectively attributable to the interests of all those persons at such record date as the directors may determine are proportionate (as nearly as may be) to the respective numbers of equity securities held or deemed to be held by them or are otherwise allotted in accordance with the rights attaching to such equity securities subject in each case to such exclusions or other arrangements as the directors may consider necessary or expedient to deal with fractional entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatsoever; and

(b) otherwise than pursuant to sub-paragraph (a) of this resolution, up to an aggregate of £108,069,

and shall expire upon the expiry of the general authority conferred by resolution number 8 above, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

1. To generally and unconditionally authorise the Company, in accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10p pence each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the directors may from time to time determine provided that:

(a) the maximum number of Ordinary Shares authorised to be purchased is 2,161,379;

(b) the minimum price which may be paid for an Ordinary Share is 10 pence (exclusive of expenses payable by the Company);

(c) the maximum price which may be paid for an Ordinary Share (exclusive of expenses payable by the Company) cannot be more than the higher of:

(i) 105 per cent. of the average middle market price of the Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days prior to the day on which the Ordinary Share is purchased; and

(ii) the value of an Ordinary Share calculated on the basis of the higher of:

(aa) the last independent trade of; or

(bb) the highest current independent bid for, any number of Ordinary Shares on the trading venue where the purchase is carried out; and

(d) the authority conferred shall expire at the conclusion of the next annual general meeting of the Company except that the Company may, before such expiry, make a contract to purchase its own shares which will or may be completed or executed wholly or partly after such expiry.

1. To call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice.

By order of the Board

Laura Bugden
Company Secretary

Registered office
35 Cosway Street
London NW1 5BT

18 May 2012

Braemar Shipping Services plc
Notice of Annual General Meeting 2012

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Braemar Shipping Services plc
Notice of Annual General Meeting 2012

Part 2

Notice of Annual General Meeting
Braemar Shipping Services plc continued

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint another person(s) (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.

2. A proxy could be the Chairman, another director of the Company or another person who has agreed to attend to represent you. A proxy need not be a shareholder of the Company. A proxy will vote as you instruct and must attend the meeting for your vote to be counted. Details of how to appoint the Chairman or another person as your proxy using the proxy form are set out in the notes to the proxy form. Appointing a proxy does not preclude you from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.

3. An appointment of proxy is provided with this notice and instructions for use are shown on the form. In order to be valid, a completed appointment of proxy must be returned to the Company by one of the following methods:

(a) in hard copy form by post, by courier or by hand to the Company's Registrar at the address shown on the form of proxy; or

(b) electronically by visiting www.capitashareportal.com. You will be asked to enter the Investor Code shown on your proxy card and agree to certain terms and conditions.

(c) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below;

and in each case must be received by the Company not later than 18 June 2012 at 12 noon.

Please note that any electronic communication sent to our registrars in respect of the appointment of a proxy that is found to contain a computer virus will not be accepted.

1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of rights of shareholders in relation to the appointment of proxies under paragraphs 1, 2 and 3 above do not apply to Nominated Persons. The rights described in those paragraphs only apply to shareholders of the Company.

2. To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.

3. (a) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

(b) In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA 10) by 18 June 2012 at 12 noon. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

(c) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

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(d) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

1. The Company specifies, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, that only those shareholders registered in the register of members of the Company as at 6 p.m. on 18 June 2012 (or, if the meeting is adjourned, at 6 p.m. on the date which is two days prior to the adjourned meeting) shall be entitled to attend or vote at the meeting or adjourned meeting in respect of the number of shares registered in their respective names at that time. Changes to entries on the register after that time will be disregarded in determining the rights of any person to attend or vote at the meeting or adjourned meeting.

2. As at 17 May 2012 (being the last business day before the publication of this notice), the Company's issued share capital consists of 21,613,395 ordinary shares carrying one vote each. Therefore the total voting rights in the Company are 21,613,395.

3. Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting, that the members propose to raise at the meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website).

4. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:

(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

(b) the answer has already been given on a website in the form of an answer to a question; or

(c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.

1. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.seascope.co.uk.

2. The following documents are available for inspection at the registered office of the Company during normal business hours on each weekday (public holidays excluded) and at the place of the annual general meeting for 15 [days] prior to and during the meeting:

(a) copies of executive directors' service contracts;

(b) copies of letters of appointment of the non-executive directors; and

(c) copies of the Company's existing memorandum and articles of association.

Braemar Shipping Services plc
Notice of Annual General Meeting 2012
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Part 3
Explanatory notes to resolutions 8, 9 and 10

Resolution 8 – Authority to allot shares

Under the Companies Act 2006, the directors of a company may only allot shares if authorised to do so by the shareholders in general meeting. Resolution 8(a) renews and extends the directors' existing authority by authorising the directors to allot shares up to an aggregate nominal amount of £720,460 before the conclusion of next year's annual general meeting. This represents approximately 7,204,595 ordinary shares of 10 pence each and is equivalent to approximately one third of the Company's current issued ordinary share capital excluding ordinary shares issued under options granted under any share option plan of the Company.

As mentioned in the Chairman's letter, the Association of British Insurers has issued guidance stating that it will consider as routine a resolution to authorise the directors to allot a further one-third of issued share capital for use in connection with a rights issue. Resolution 8(b) will give directors authority to allot shares up to a further aggregate nominal amount of £720,460 before the conclusion of next year's annual general meeting. This represents approximately 7,204,595 ordinary shares of 10 pence each and is equivalent to approximately one third of the Company's current issued ordinary share capital excluding ordinary shares issued under options granted under any share option plan of the Company.

Except in relation to the issue of ordinary shares arising from the exercise of options under the Company's employee share option schemes, the directors have no present intention of issuing any of the authorised but unissued ordinary shares of the Company.

Resolution 9 – Limited authority to allot shares for cash

The directors may only allot shares for cash to persons who are not already shareholders in the Company if authorised to do so by the shareholders in general meeting.

This resolution renews the power for the directors to allot shares for cash without first offering them to existing members up to an aggregate nominal amount of £108,069. This sum represents 1,080,689 ordinary shares of 10 pence each, being equivalent to approximately five per cent. of the current issued share capital. The directors will use such authority in the circumstances where it is in the best interest of the Company to issue small amounts of shares for cash other than to existing shareholders.

The resolution also enables the directors to modify the strict requirements for a rights issue in circumstances where they consider it necessary or expedient.

The authority will expire at the conclusion of next year's annual general meeting.

Resolution 10 – Purchase of the Company's own shares

This resolution renews and extends authority from shareholders for the Company to purchase up to 2,161,379 ordinary shares, an aggregate nominal amount of £216,137, which is equivalent to approximately 10 per cent. of the Company's issued ordinary share capital. The authority will expire at the end of next year's annual general meeting and the resolution specifies the maximum and minimum prices at which the shares may be bought. Other investment opportunities, appropriate gearing levels and the overall financial position of the Company will be taken into account before deciding upon this course of action. Any shares purchased in this way will be held by the Company in treasury and may then be sold for cash, transferred to an employee share scheme or cancelled. The directors have no immediate intention of exercising the proposed authority when it becomes effective, but believe that the ability of the Company to buy its own shares when, in the opinion of the directors, market prices do not reflect the Company's worth, will be in the best interests of the Company and its shareholders. The directors intend to exercise this power only when they believe the effect of such purchases will increase earnings per ordinary share.

Braemar Shipping Services plc
Notice of Annual General Meeting 2012