ANNUAL GENERAL MEETING
The 2023 Annual General Meeting of Gulf Marine Services PLC will take place at 2.30pm (UAE time) on 7 June 2023 at Gulf Marine Services WLL, Office 403, International Tower, 24th (Karama) Street, Abu Dhabi, United Arab Emirates.
Shareholder Reference Number
Notification of Availability
Dear Shareholder,
This is a notification to inform you that the Annual Report & Accounts of the Company for the year ended 31 December 2022 and a Shareholder Circular, which includes a Notice of Annual General Meeting, are now available on the Company's website and can be accessed via www.gmsplc.com.
Should you prefer to receive this notification via email in future, you may register with the Company's registrar, Equiniti, at www.shareview.co.uk and follow the online instructions.
Yours sincerely,
Tony Hunter
Company Secretary
Registered Office: 107 Hammersmith Road, London W14 0QH United Kingdom. Registered in England and Wales. Registered No. 08860816
Gulf Marine Services PLC FORM OF PROXY Shareholder Reference Number
I/We being (a) member(s) of the above named company hereby appoint the Chairman of the meeting/or
To act as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2.30pm (UAE time) on 7 June 2023 at Gulf Marine Services WLL, Office 403, International Tower, 24th (Karama) Street, Abu Dhabi, United Arab Emirates and at any adjournment thereof.
I/We request such proxy to vote on the following resolutions as indicated below:
Please indicate with an 'X' in the appropriate space how you wish your vote to be cast. In the absence of any instructions, the proxy will be deemed to have authority to vote or abstain as he/she thinks fit on any business arising at the meeting (including any motion to amend a resolution or adjourn the meeting).
Please tick here if this proxy is one of multiple appointments being made. For the appointment of more than one proxy, please see Note 2 overleaf.
| RESOLUTIONS (ordinary 1 to 11; special 12 to 13) |
For Against |
Vote withheld (Note 3) |
RESOLUTIONS (ordinary 1 to 11; special 12 to 13) |
For Against |
Vote withheld (Note 3) |
1. To receive the Annual Report and Accounts for the financial year ended 31 December 2022. 2. To receive and approve the Directors' Remuneration Report included in the Annual Report and Accounts for the financial year ended 31 December 2022. 3. To re-appoint Mansour Al Alami as a Director. 4. To re-appoint Hassan Heikal as a Director. 5. To re-appoint Rashed Al Jarwan as a Director. 6. To re-appoint Lord Anthony St John of Bletso as a Director. 7. To re-appoint Charbel El Khoury as a Director. 8. To re-appoint Jyrki Koskelo as a Director. 9. To re-appoint KPMG as Auditor. |
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10. To authorise the Audit and Risk Committee, for and on behalf of the Directors, to agree the Auditor's remuneration. 11. To authorise the Directors to allot shares (s551 of the Companies Act 2006) in connection with a Rights Issue. 12. To disapply pre-emption rights in connection with a Rights Issue. 13. To authorise the Directors to call general meetings of the Company (other than an annual general meeting) on not less than 14 clear days' notice. |
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| SIGNATURE |
DATE |
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2023 |
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NOTES
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- To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the number of votes they may cast), you must be registered in the register of members of the Company at 6.30pm (UK time) on 5 June 2023 (or, in the event of any adjournment, 6.30pm (UK time) on the date which is two business days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
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- You may appoint the Chairman of the meeting or anyone else to be your proxy at the Annual General Meeting. A proxy need not be a member of the Company. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.
- To appoint a single proxy other than the Chairman in respect of all of your shares, delete the words 'the Chairman of the meeting' and insert the name of your proxy in the space provided. Please initial the amendment.
- To appoint more than one proxy, you should photocopy the Form of Proxy. You must complete a separate Form of Proxy for each proxy. Please indicate, next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate, by marking the box on the Form of Proxy, if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned to Equiniti.
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- The 'Vote Withheld' option is provided to enable you to abstain on the resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
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- To be effective, this Form of Proxy appointing the Chairman of the meeting as a proxy must be deposited with the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom not later than 11.30am (UK time) on 5 June 2023. For further detail on how to submit your proxy, please refer to Notes 2, 3 and 8 to 11 to the Notice of AGM.
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- Members mailing the Form of Proxy from outside the United Kingdom will need to attach appropriate postage to the response envelope in order to ensure that their votes are received in time.
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- If the proxy is being appointed in relation to less than your full voting entitlement, please enter next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a member, the full voting entitlement for that designated account).
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- Where the member is a corporation, this form must be executed as a deed or signed by an officer, attorney or other person duly authorised by the corporation.
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- In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register.
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- CREST members wishing to appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system must ensure that, in order for such CREST Proxy Instruction to be effective, it is received by the Company's agent, Equiniti (ID number RA19), no later than 11.30am (UK time) on 5 June 2023 or no later than 48 hours (excluding non-working days) before any adjournment of the meeting, together with any power of attorney or other authority under which it is sent. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Equiniti is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. For further information relating to the CREST proxy system, please refer to the CREST manual and the notes to the Notice of AGM.
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Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU