Gulf Marine Services : Shareholder circular containing notice of AGM

LETTER FROM THE CHAIRMAN

Gulf Marine Services PLC

Incorporated in England and Wales. Registered No. 08860816

Registered Office

107 Hammersmith Road

London W14 0QH

United Kingdom

Directors:

Mansour Al Alami (Executive Chairman)

Hassan Heikal (Non-Executive Deputy Chairman)

Rashed Al Jarwan (Non-Executive Director)

Lord Anthony St John of Bletso (Non-ExecutiveDirector)

Charbel El Khoury (Non-Executive Director)

Jyrki Koskelo (Non-Executive Director)

27 April 2023

Dear Shareholder

Notice of Annual General Meeting 2023

Notice is hereby given that the Annual General Meeting (the "AGM") of Gulf Marine Services PLC (the "Company") will be held on 7 June 2023 at 2.30pm (UAE time) at Gulf Marine Services WLL, Office 403, International Tower, 24th (Karama) Street, Abu Dhabi, United Arab Emirates.

The Board recognises that the AGM is an important event for shareholders in the corporate calendar and is committed to ensuring that shareholders can exercise their right to vote and ask questions in connection with this meeting. Accordingly, for those shareholders that do not wish to attend, or those that wish to attend and are unable to do so, questions in connection with the business of the AGM can be submitted on reasonable notice by email to cosec@gmsplc.com in advance of the AGM and, in so far as relevant to the business of the meeting, questions will be responded to by email and taken into account as appropriate at the meeting itself. We are not planning to have a Directors' presentation at the AGM and it will be held strictly to conduct the business of the AGM.

Voting at the AGM will be by way of a poll so that all the votes cast in advance by shareholders appointing the Chairman of the Meeting as their proxy to vote on their behalf can be taken into account. Shareholders have one vote for each ordinary share held when voting on a poll and this procedure ensures that every vote can be cast.

The results of the AGM will be announced as soon as practical after it has taken place.

Shareholder voting

Shareholders wishing to vote on any of the matters of business at the AGM are encouraged to submit their votes (as soon as possible) in advance of the meeting and in any case, by 11.30am (UK time) on 5 June 2023 through the proxy and electronic voting facilities and to appoint the Chairman of the meeting as their proxy for this purpose.

A Form of Proxy for use by shareholders in connection with the AGM has been sent to registered shareholders. You are requested to complete and return the Form of Proxy in accordance with its instructions so that it arrives no later than 11.30am (UK time) on 5 June 2023.

Electronic communication facilities are available to all shareholders and those who use them will not be disadvantaged. The Company will not accept any communication that is found to contain a computer virus.

The Notice of Meeting follows in Appendix I to this letter and sets out the business to be transacted. An explanation of each of the resolutions also follows in Appendix II to this letter. Accompanying this letter is a copy of the Company's Annual Report and Accounts for the year ended 31 December 2022.

Recommendation

Your Board considers that the proposals outlined are in the best interests of the Company and its Shareholders as a whole. Accordingly, your Board recommends that you vote in favour of all the resolutions to be proposed at the AGM, as the Directors intend to do so in respect of their own beneficial holdings. In making their recommendation, each Director being proposed for re-election abstains in relation to the resolution for their own re-election and to any other resolution in which he has a personal interest.

Yours sincerely,

Mansour Al Alami

Chairman

2 Gulf Marine Services PLC

APPENDIX I

NOTICE OF AGM

Important information: This document and the accompanying Form of Proxy are important and require your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser immediately. If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

GULF MARINE SERVICES PLC

(INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER COMPANY NUMBER 08860816)

NOTICE OF AGM

Notice is hereby given that the Annual General Meeting (the "AGM") of Gulf Marine Services PLC (the "Company") will be held on 7 June 2023 at 2.30pm (UAE time) at Gulf Marine Services WLL, Office 403, International Tower, 24th (Karama) Street, Abu Dhabi, United Arab Emirates to transact the business set out in the resolutions below.

Shareholders are encouraged to submit their Form of Proxy as soon as possible and in any event by no later than 11.30am (UK time) on

5 June 2023. We are not planning to have a Directors' presentation at the AGM and it will be held strictly to conduct the business of the AGM.

Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions; this means that for each of those resolutions to be passed, more than half of the votes cast must be in favour. Resolutions 12 and 13 will be proposed as special resolutions; this means that for these resolutions to be passed, at least three-quarters of the votes cast must be in favour.

Voting on all resolutions will be by way of a poll. The Company believes this will result in a more transparent and accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the meeting but who have appointed the Chairman as proxy for the meeting. Shareholders have one vote for each ordinary share held when voting on

a poll.

Ordinary Resolutions

Report and Accounts

1. To receive the Company's annual accounts for the financial year ended 31 December 2022 together with the Directors' reports and the auditor's report on those accounts (the "2022 Annual Report and Accounts").

Directors' Remuneration Report

2. To receive and approve the Directors' Remuneration Report set out on pages 53 to 67 (inclusive) of the 2022 Annual Report and Accounts (excluding the part containing the summary of the Directors' Remuneration Policy).

Re-appointment of Directors

1. To re-appoint Mansour Al Alami as a Director.
2. To re-appoint Hassan Heikal as a Director.
3. To re-appoint Rashed Al Jarwan as a Director.
4. To re-appoint Lord Anthony St John of Bletso as a Director.
5. To re-appoint Charbel El Khoury as a Director.
6. To re-appoint Jyrki Koskelo as a Director.

Appointment of External Auditor

9. To re-appoint KPMG as external auditor of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.

Auditor's Remuneration

10.To authorise the Audit and Risk Committee to determine the remuneration of the auditor on behalf of the Board of Directors.

Authority to allot shares in connection with a Rights Issue

11. To authorise the Directors generally and unconditionally, in accordance with section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the capital of the Company up to a maximum aggregate nominal amount of £13,552,194 pursuant to a rights issue.

This authority shall apply in substitution for all previous authorities obtained prior to the date hereof pursuant to section 551 of the Act and shall expire on the date of the next AGM or at the close of business on 30 June 2024, whichever is the earlier, but in each case the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities under any such offer or agreement as if the authority conferred by this resolution had not expired.

For the purposes of this resolution, "rights issue" means an offer to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for securities is due, but subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

APPENDIX Icontinued

Special Resolutions

Authority to disapply pre-emption rights in connection with a Rights Issue

12. That, subject to the passing of resolution 11, the Directors be authorised pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that such power conferred by this resolution shall be limited to allotments in connection with rights issues.

For the purposes of this resolution, "rights issue" means an offer to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for securities is due, but subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

The authorities conferred by this resolution are without prejudice to the authorities granted pursuant to resolution 4 (Authority to allot in connection with the Warrant Issuance) and resolution 5 (Authority to disapply pre-emption rights in connection with the Warrant Issuance) at the General Meeting of the Company on 25 June 2021 (which will remain in full force and effect in terms thereof).

Notice of general meetings, other than AGMs

13. That a general meeting, other than an AGM, may be called on not less than 14 clear days' notice. By order of the Board

Tony Hunter

Company Secretary

27 April 2023

Gulf Marine Services PLC

Registered Office: 107 Hammersmith Road, London, W14 0QH, United Kingdom

4 Gulf Marine Services PLC

APPENDIX II

EXPLANATION OF RESOLUTIONS

Resolution 1 - To receive the Report and Accounts

The Directors are required to present the Company's audited accounts, Directors' Reports and auditor's report to the AGM. These are contained in the Company's annual accounts for the financial year ended 31 December 2022 (the "2022 Annual Report and Accounts").

Resolution 2 - To approve the Directors' Remuneration Report

This resolution deals with the remuneration paid to the Directors during the year under review. Shareholders are invited to vote on the Directors' Remuneration Report, which appears on pages 53 to 67 (inclusive) in the 2022 Annual Report and Accounts (excluding the Directors' Remuneration Policy). Resolution 2 is an advisory vote.

Resolutions 3 to 8 - Re-appointment of Directors

In accordance with the UK Corporate Governance Code and consistent with relevant institutional voting guidance, all current Directors of the Company will step down from the Board and seek re-appointment by shareholders at the AGM.

Resolutions 3, 4, 5, 6, 7 and 8 are for the re-appointment of Mansour Al Alami, Hassan Heikal, Rashed Al Jarwan, Lord Anthony St John of Bletso, Charbel El Khoury and Jyrki Koskelo who retire at this AGM as explained on page 51 of the Annual Report and Accounts, and are being proposed for re-appointment.

In considering the independence of the Non-Executive Directors, the Board has taken into account the UK Corporate Governance Code. As set out on page 43 in the Report and Accounts, the Board considers Rashed Al Jarwan, Lord Anthony St John of Bletso, Charbel El Khoury and Jyrki Koskelo to be independent Non-Executive Directors in accordance with the provisions of the UK Corporate Governance Code.

Full biographies of all the Directors are set out on pages 40 to 41 of the 2022 Annual Report and Accounts and are also available for viewing on the Company's website (http://www.gmsplc.com). Following Board review and recommendation from the Nomination Committee, the Board is satisfied that each Director seeking re-appointment at the AGM continues to be effective and demonstrates a commitment to the role and that each such Director continues to be able to dedicate sufficient time to their duties.

The Board believes that its composition continues to include an appropriate balance of skills and provides effective leadership for the Company's long-term sustainable success.

Resolution 9 - To re-appoint KPMG as external auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company

At each meeting at which the Company's accounts are presented to its members, the Company is required to appoint an external auditor to serve until the next such meeting. The Board, on the recommendation of its Audit and Risk Committee, recommends the re-appointment of KPMG as external auditor.

Resolution 10 - To authorise the Directors to determine the remuneration of KPMG

This resolution gives authority to the Audit and Risk Committee to determine the external auditor's remuneration, as is customary.

Resolution 11 - To authorise the Directors to allot shares in connection with a Rights Issue

Subject to certain limited exceptions, the Company's Directors may only allot ordinary shares or grant rights over ordinary shares if authorised to do so by the Company's shareholders. Without such authority from shareholders, under English law, the Directors have no general authority to allot shares, even on a pre-emptive basis. If passed, resolution 11 will therefore grant the Directors authority to allot and grant rights to subscribe for, or convert other securities into, shares in the Company in connection with a rights issue, up to a maximum aggregate nominal amount of £13,552,194 which is equal to approximately two-thirds of the issued share capital of the Company as at 27 April 2023, being the latest practicable date before publication of this Notice.

The authority to allot extends to authority to allot in connection with a rights issue only. The Directors are aware of the latest Investment Association Share Capital Management Guidelines published in February 2023, which updates the previous guidance to incorporate all fully pre-emptive offers, not just fully pre-emptive rights issues, when a company is seeking annual allotment authorities from its shareholders. The Directors have decided that they will limit the allotment authority in resolution 11 to rights issues only, and consider the current limitation to rights issues provides sufficient flexibility to the Company at present, but will keep emerging market practice under review. Setting the limit on the authority at up to two-thirds of the Company's issued share capital is in line with the latest Investment Association Share Capital Management Guidelines. The Investment Association Share Capital Management Guidelines were established by members of the Investment Association and set at levels that are considered to provide adequate protections to existing shareholders as well as appropriate flexibility for companies to respond to circumstances that may arise.

For the purposes of resolution 11, a "rights issue" means that those shareholders holding ordinary shares at the relevant time would have the right to partake in the issuance of Company securities in proportion to their existing holdings. Should a shareholder not wish to partake in the rights issue, it may sell or transfer such right (subject to the terms of the rights issue).

The resolution, if passed, would give the Board the flexibility permitted by investor guidelines to respond to market developments. The Board has no current intention to allot new shares or other equity securities pursuant to a rights issue or otherwise (other than in connection with the Company's employee share schemes) under the authorities conferred by this resolution, but the Board intends to keep this matter under review.

The authority conferred by this resolution will expire on the earlier of 30 June 2024 and the conclusion of the Company's next AGM. It is the intention of the Directors to seek to renew these authorities every year.