GULF MARINE SERVICES PLC — Proxy Solicitation & Information Statement 2016

Apr 12, 2016

Gulf Marine Services PLC (the "Company") Form of Proxy

For use at the Annual General Meeting of the Company to be held at 11.30am (UK time) on Wednesday 11 May 2016 at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ, United Kingdom.

Before completing this form, please read the explanatory notes overleaf.

I /We …………………………………………………….

Of ……………………………………………….…………………………………………………….....................................…………………………………………………….…………………………………………………….

being a member of the Company appoint the Chairman of the meeting, or (see note 1)

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.30am (UK time) on 11 May 2016 at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ and at any adjournment of the meeting.

Number of shares for which my/ our proxy is authorised (see note 1): Please tick here if this proxy appointment

is one of multiple appointments being made.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.

RESOLUTIONS	For	Against	Vote withheld*
With Resolutions 1 to 13 being ordinary resolutions and Resolutions 14 to 16 being special resolutions.
1. To receive the Company's annual accounts for the financial year ended 31 December 2015.
2. To declare a final dividend of 1.20 pence (1.74 cents) per ordinary share for the year ended 31 December 2015.
3. To approve the Directors' Remuneration Report for the year ended 31 December 2015.
4. To re-elect Mr Simon Heale as a director of the Company.
5. To re-elect Mr Duncan Anderson as a director of the Company.
6. To re-elect Mr Simon Batey as a director of the Company.
7. To re-elect Mr Richard Dallas as a director of the Company.
8. To re-elect Mr Richard Anderson as a director of the Company.
9. To re-elect Dr Karim El Solh as a director of the Company.
10.To re-elect Mr Mike Straughen as a director of the Company.
11. To re-appoint Deloitte LLP as auditor of the Company.
12.To authorise the Audit and Risk Committee of the Company to determine the auditor's remuneration.
13.To authorise the Company to allot shares under section 551 of the Companies Act 2006.
14. To authorise the Company to allot shares on a non-pre-emptive basis in accordance with section 570 of the Companies Act 2006.
15.To authorise the Company to make market purchases of its own shares.
16. To authorise the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice.

Signature	Date

* The "withheld" option is provided to enable you to instruct your proxy not to vote on any particular resolution. It should be noted that a vote withheld in this way is not a "vote" in law and will not be counted in the calculation of the votes "For" and "Against" a resolution.

Notes to the Form of Proxy:

• 1. A shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him or her. If the proxy is being appointed in relation to less than your full voting entitlement, please indicate 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. A proxy need not be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box provided. If you sign and return this form of proxy with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.
• 1. Completion and return of this form of proxy will not preclude shareholders from attending or voting at the meeting, if they so wish.
• 1. To be valid, the individual member or his or her attorney must complete and sign the form. Any power of attorney or any other authority under which this form of proxy is signed (or a duly certified copy of such power or authority) must be included with the form of proxy. If the member is a company, the form of proxy must be executed under the common seal or signed on its behalf by an attorney of the Company or an officer duly authorised, stating their capacity (e.g director or secretary). The signed form must be deposited at:

By Post Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA

by no later than 11.30am (UK time) on Monday 9 May 2016.

• 1. A holder of ordinary shares (or the beneficial title thereto) must first have his or her name entered on the register of members of the Company not later than 6pm (UK time) on Monday 9 May 2016. Changes to entries in the register of members after that time shall be disregarded in determining the rights of any holders to attend and vote at the meeting.
• 1. If you wish to change your proxy instructions you should submit a new proxy appointment. If you need another form, please contact Equiniti on the following telephone number: 0371 384 2030 (or from outside the UK: +44 121 415 7047). Alternatively, you may photocopy this form. If you submit more than one valid proxy appointment, the appointment received last will take precedence. Any changes to proxy instructions received later than the time and date specified in Note 3 will be disregarded.
• 1. If you wish to revoke your proxy appointment, you must send a notice to that effect to the Company's registrars to the address set out in Note 3. The revocation notice must be received by the Company's registrars by the time and date specified in Note 3. Any revocation notice received after this time will not have any effect.
• 1. Shares held in uncertificated form (i.e. CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. Please see additional notes contained in the Notice of Annual General Meeting.
• 1. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder shall be accepted. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding, the first name being the most senior.
• 1. Any alteration should be initialed by the person signing this form of proxy.