GENERAL MEETING
The 2022 General Meeting of Gulf Marine Services PLC will take place at 2.30pm (UAE time) on 19 October 2022 at Gulf Marine Services WLL, Office 403, International Tower, 24th (Karama) Street, Abu Dhabi, United Arab Emirates.
In light of the continued unpredictability caused by the COVID-19 pandemic the Board is planning to hold the GM with the minimum attendance required to form a quorum, and as such members are encouraged to appoint the Chairman of the meeting as their proxy. If nonetheless, a member wishes to attend the GM physically or appoint a person as their proxy other than the Chairman of the meeting, that member is asked to register their intention to attend by email to [email protected] on reasonable notice to allow the Company to make appropriate arrangements.
Shareholder Reference Number
Notification of Availability
Dear Shareholder,
This is a notification to inform you that a Shareholder Circular, which includes a Notice of General Meeting, are now available on the Company's website and can be accessed via www.gmsplc.com. A hard copy of the Shareholder Circular is also included for ease of reference.
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
Voting ID Task ID 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 19 October 2022 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 resolution 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.
RESOLUTION (ordinary) For Against (Note 3)
| 1. |
To authorise the Directors to allot shares (s551 of the Companies Act 2006). |
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SIGNATURE DATE 2022
Vote withheld
NOTES
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- To be entitled to attend and vote at the GM (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 17 October 2022 (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 GM. 1. 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 28 June 2022 (or, in the event of any adjournment, 6.30pm (UK time) on the date which is two business days before the time of the
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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. 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. 2. You may appoint the Chairman of the meeting or anyone else to be your proxy at the Annual 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 in light of the continued unpredictability caused by the COVID-19 pandemic the Board is planning to hold the GM with the minimum attendance required to form a quorum, and as such members are encouraged to appoint the Chairman of the meeting as their proxy. If a member wishes to attend the General Meeting physically or appoint a person as their proxy (other than the Chairman of the meeting) that member is asked to register their intention to attend by email to [email protected] on reasonable notice to allow the Company to make appropriate arrangements. Note that at this year's meeting, in light of the continued unpredictability caused by the COVID-19 pandemic, members are encouraged to appoint the Chairman of the meeting as their proxy. If a member wishes to attend the Annual General Meeting physically or appoint a person as their proxy (other than the Chairman of the meeting) that member is asked to register their intention to attend by email to [email protected] on reasonable notice to allow the Company to make appropriate arrangements. 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
- 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. 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
- 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. 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
- 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. 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. 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
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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. calculation of the proportion of votes 'For' and 'Against' a resolution. 4. 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
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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 17 October 2022. For further detail on how to submit your proxy, please refer to Notes 2, 3 and 8 to 13 to the Notice of GM. Road, Lancing, West Sussex BN99 6DA, United Kingdom not later than 11.30am (UK time) on 28 June 2022. For further detail on how to submit your proxy, please refer to Notes 2, 3 and 8 to 12 to the Notice of AGM. 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.
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- 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 11.30am (UK time) on 17 October 2022, 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 there are delays in or suspension of the postal service. 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 11.30am (UK time) on 28 June 2022. 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.
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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. 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). 7. 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. 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.
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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. 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 11.30am (UK time) on 17 October 2022 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 GM. 10. 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 28 June 2022 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