GULF MARINE SERVICES PLC

Proxy Solicitation & Information Statement • Oct 13, 2020

REQUISITIONED GENERAL MEETING

The Requisitioned General Meeting of Gulf Marine Services PLC will be held by electronic means at 12 noon (UK time) on 10 November 2020.

In light of the impact of the COVID-19 pandemic, and in line with the Corporate Insolvency and Governance Act 2020, members and/or their proxies will not be given the opportunity to attend the Requisitioned 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.

Shareholder Reference Number

Notification of Availability

Dear Shareholder,

This is a notification to inform you that a Shareholder Circular, which includes a Notice of Requisitioned General Meeting, is now available on the Company's website and can be accessed via www.gmsuae.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 Requisitioned General Meeting of the Company to be held by electronic means at 12 noon (UK time) on 10 November 2020 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).

THE INDEPENDENT DIRECTORS RECOMMEND VOTING AGAINST ALL RESOLUTIONS.1
	PLEASE EXERCISE YOUR RIGHT TO VOTE.
ORDINARY RESOLUTIONS		For	Against	Vote withheld (Note 3)
1.	THAT Rashad Saif Al Jarwan be appointed as a director of the Company with immediate effect.
2.	THAT Mansour Al Alami be appointed as a director of the Company with immediate effect.
3.	THAT Saeed Mer Abdulla Khoory be appointed as a director of the Company with immediate effect.
4.	THAT Mike Turner be removed as a director of the Company with immediate effect.
5.	THAT David Blewden be removed as a director of the Company with immediate effect.
6.	THAT Mo Bississo be removed as a director of the Company with immediate effect.
7.	THAT Dr. Shona Grant be removed as a director of the Company with immediate effect.
THE INDEPENDENT DIRECTORS RECOMMEND VOTING AGAINST ALL RESOLUTIONS.1
	PLEASE EXERCISE YOUR RIGHT TO VOTE.
SIGNATURE DATE			2020

1 Dr. Grant, Mr. Bississo, Mr. Blewden and Mr. Turner did not take part in the Board's consideration of the recommendation in respect of the resolution for their own removal.

NOTES

• 1. To be entitled to attend and vote at the Requisitioned General Meeting (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 6.30 p.m. (UK time) on 6 November 2020 (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 Requisitioned General Meeting.
• 2. You may appoint the Chairman of the meeting or anyone else to be your proxy at the Requisitioned General Meeting. Note that at this meeting, due to the COVID-19 pandemic, members and/or their proxies (other than the Chairman of the meeting) will not be able to attend the meeting in person. Accordingly, members will need to appoint the Chairman of the meeting to exercise their voting rights at the meeting. If members appoint the Chairman of the meeting as their proxy, this will ensure that their votes are cast in accordance with their wishes. 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.
• 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.
• 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 Road, Lancing, West Sussex, BN99 6DA, United Kingdom not later than 12 noon on 6 November 2020. For further detail on how to submit your proxy, please refer to Notes 2, 3, 9, and 11 to 13 to the Notice of Requisitioned General Meeting.
• 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 12 noon on 6 November 2020. 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.
• 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.
• 7. 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. 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. CREST members wishing to appoint a proxy 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 12 noon on 6 November 2020 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 Requisitioned General Meeting.

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