GULF MARINE SERVICES PLC — Proxy Solicitation & Information Statement 2017

Apr 12, 2017

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 Tuesday 16 May 2017 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 16 May 2017 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. For the appointment of more than one proxy please refer to Note 11 overleaf.

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 11 being ordinary resolutions and Resolutions 12 to 14 being special resolutions.
1. To receive the Company's annual accounts for the financial year ended 31 December 2016.
2. To declare a final dividend of 1.20 pence per ordinary share for the year ended 31 December 2016.
3. To approve the Directors' Remuneration Report for the year ended 31 December 2016.
4. To re-elect Simon Heale as a director of the Company.
5. To re-elect Duncan Anderson as a director of the Company.
6. To re-elect Simon Batey as a director of the Company.
7. To re-elect Richard Anderson as a director of the Company.
8. To re-elect Dr Karim El Solh as a director of the Company.
9. To re-appoint Deloitte LLP as auditor of the Company.
10.To authorise the Audit and Risk Committee of the Company to determine the auditor's remuneration.
11. To authorise the directors to allot shares under section 551 of the Companies Act 2006.
12. To authorise the directors to allot shares on a non-pre-emptive basis.
13. To authorise the Company to make market purchases of its own shares.
14. To authorise the Company to hold general meetings (other than annual general meetings) on not less than 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 FREEPOST RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road Lancing

BN99 8LU

by no later than 11.30am (UK time) on 14 May 2017.

• 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 6.30pm (UK time) on 14 May 2017. 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 the Company's registrar, 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 Equiniti to the address set out in Note 3. The revocation notice must be received by Equiniti 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 initialled by the person signing this form of proxy.
• 1. If the form of proxy is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes.
• 1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0371 384 2030 or you may photocopy this form. Overseas holders should contact +44 (0)121 415 7047. Lines are open from 8.30am to 5.30pm Monday to Friday. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together.