
GENERAL MEETING
The General Meeting of Gulf Marine Services PLC will be held at Gulf Marine Services WLL, Office 403, International Tower, 24th (Karama) Street, Abu Dhabi, United Arab Emirates at 2.00 p.m. (UAE time) on 25 June 2021.
In light of the COVID-19 measures, members and/or their proxies are discouraged from attending the General Meeting in person. Instead, members are strongly encouraged to appoint the Chairman of the meeting as their proxy. If members appoint the Chairman of the meeting as their proxy, this will ensure that their votes are cast in accordance with their wishes. If you appoint someone other than the Chairman of the meeting as your proxy, that person may be unable to attend or vote at the meeting because of the COVID-19 restrictions. Any members or proxies (other than the Chairman of the meeting) who attempt to attend the meeting may be refused entry.
Shareholder Reference Number
Notification of Availability
Dear Shareholder,
This is a notification to inform you that a combined Prospectus and Shareholder Circular, which includes a Notice of General Meeting, is now available on the Company's website and can be accessed via www.gmsplc.com (subject to certain restrictions in relation to persons in Excluded Territories). A hard copy of the combined Prospectus and Shareholder Circular is also included for ease of reference (subject to certain restrictions in relation to persons in Excluded Territories). Capitalised terms have the meaning given to them in the Prospectus and Shareholder Circular.
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
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| I/We being (a) member(s) of the above named company hereby appoint the Chairman of the meeting/or |
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to act as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at Gulf Marine Services WLL, Office 403, International Tower, 24th (Karama) Street, Abu Dhabi, United Arab Emirates at 2.00 p.m. (UAE time) on 25 June 2021 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). |
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| Please tick if this proxy is one of multiple appointments being made. For the appointment of more than one proxy, please see Note 2 overleaf. |
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Vote |
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Vote |
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withheld |
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For |
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RESOLUTIONS (ordinary 1, 2, 4 and 6; special 3 and 5) T 1. To approve the sub-division and reclassification of each Existing Ordinary Share into 1 (one) T Ordinary Share of 2 pence and 1 (one) Deferred Share of 8 pence. |
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T 4. To authorise the Directors to allot shares T pursuant to the Warrant Issuance. 5. |
RESOLUTIONS (ordinary 1, 2, 4 and 6; special 3 and 5) To disapply pre-emption rights in connection |
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withheld |
2. To authorise the Directors to allot shares pursuant to the Capital Raising. |
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Warrant Issuance. T |
with the allotment of shares pursuant to the |
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3. To disapply pre-emption rights in connection with the allotment of shares pursuant to the Capital Raising. |
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T 6. the Capital Raising. T T |
To approve the Issue Price in connection with |
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NOTES
- T 1. To be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the number of votes you may cast), you must be registered in the register of members of the Company at 6.30 p.m. (UK time) on 23 June 2021 (or, in the event of any adjournment, 6.30 p.m. (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 General Meeting.
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- You may appoint the Chairman of the meeting or anyone else to be your proxy at the General Meeting. If you choose to appoint a proxy of your own choice, the words 'the Chairman of the meeting' should be deleted, and the name of the person appointed as proxy should be inserted in the space provided. 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.
Note that at this year's meeting, in light of the continued restrictions on public gatherings as a result of the COVID-19 pandemic, members should not attend the General Meeting. Instead, members are strongly encouraged to appoint the Chairman of the meeting as their proxy. If you appoint someone other than the Chairman of the meeting as your proxy, it is likely that they will not be able to attend or vote at the meeting in person and as a result your vote may not be counted. Any members or proxies (other than the Chairman of the meeting) who attempt to attend the meeting may be refused entry.
- • To appoint the Chairman as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the form of proxy – leave all other proxy appointment details blank.
- • 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 Limited.
- T 3. 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 11.00 a.m. (UK Time) on 23 June 2021. For further detail on how to submit your proxy, please refer to Notes 2, 3 and 8 to 13 to the Notice of General Meeting.
- M 5. Alternatively, Electronic Proxy Appointment ('EPA') is available for this meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy will be required to complete the procedure. EPA will not be valid if received after 11.00 a.m. (UK Time) on 23 June 2021 and will not be accepted if found to contain a computer virus. Members are strongly encouraged, where possible, to submit their Form of Proxy appointing the Chairman of the meeting as proxy electronically in the event that: (i) there are delays in or suspension of the postal service; or (ii) Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA is closed as a result of COVID-19.
- I 6. 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).
- I 8. 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.
- C 9. 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 11.00 a.m. (UK Time) on 23 June 2021 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 General Meeting.

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Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU