Requisition of General Meeting

ANNOUNCEMENT RE S303 REQUISITION

Seafox International Limited 

30th January 2019

Gulf Marine Services plc

Further to Seafox International Limited's ("Seafox") acquisition of 13.73% of the share capital of Gulf Marine Services plc ("GMS") earlier this month, Seafox today announces that it has requisitioned GMS to convene a general meeting of shareholders pursuant to s303 of the Companies Act 2006 in order to put forth resolutions to the shareholders of GMS regarding certain changes to the board of directors of GMS (the "Board"). Seafox is of the view that these changes would give investors a greater voice in its strategy and direction of GMS given its recent disastrous performance.

Seafox proposes that the current Chairman of GMS, Simon Heale, is removed as Chairman and director of the Board and that Andrew Knight is appointed as director and Chairman in his place. Seafox further proposes that Abdullah Mazrui and Hisham Halbouny are each appointed as new non-executive directors to the Board.

Mr Knight is the current Chairman of Times Newspapers and was previously Chairman of News International and J Rothschild Capital Management. He also served as independent director of News Corporation (and as Chairman of the Compensation Committee and member of the Audit Committee). 

Mr Mazrui currently serves as Chairman of the Emirates Insurance Company, as well as board member of Investcorp Bank, Dun & Bradstreet and Depa United Group, among others, and with a significant history of board and advisory involvements in state and corporate capacities.

Mr Halbouny is a former investment banker who is very well connected in the Gulf. His focus is on oil and gas and he is fully aware of the operational improvements required in order to make GMS more effective. 

In addition to the proposed resolutions described above, Seafox has also proposed that the meeting deals with GMS' recent announcements, its plans in relation to any proposed refinancing and, if proposed or requested by any other members, the appointment of further shareholder representatives and a balancing majority of independent directors to the Board

Under ss 303 and 304 of the Companies Act 2006, the Board must now call a general meeting of shareholders within 21 days, with such meeting to be held on a date not more than 28 days after the date of the notice convening the meeting.