2019 ANNUAL REPORT AND NOTICE OF AGM

Renegotiation of bank facilities

The Group has agreed a non-binding term sheet to amend and extend bank facilities with its Lending Group. If the documentation is completed by 30 June 2020 as expected, this will reduce the severity of existing covenant tests, while extending the tenor for the repayment of principal. It will also deliver access to adequate working capital facilities and bonding.

Liquidity management

The Group has significantly reduced overdue receivables and continues to manage

liquidity carefully through focusing on receivables collections and managing the timing

of supplier payments. Short term cash flow, through to the finalisation of the loan deal,

is tight.

The need to complete binding loan documentation in respect of the Group's restructured banking facilities and the Group's tight short-term liquidity position indicate a material uncertainty that may cast significant doubt as to the Group's ability to continue as a going concern. Notwithstanding this material uncertainty, the Directors believe that based on the progress made to date in this regard, there is good reason to believe that final loan documentation will be completed in a timely fashion; and that the Group's working capital and liquidity position can be managed effectively.

Refer to Note 3 of the consolidated financial statements.

Cost management

The Group has implemented a comprehensive cost reduction programme, removing

over US$ 13 million of annualised costs in order to generate higher EBITDA and increased cash to service debt. Continual review of costs and search for further efficiencies is ongoing.

Hedging strategies

The Group has taken out hedges to help mitigate the risk of volatility of interest rates. See Note 10 of the consolidated financial statements for further details.

Renegotiation of the debt facilities (discussed above) will provide a platform for rebuilding confidence in equity holders by giving the business time to deliver its turnaround plan, without the risk of lenders precipitating an insolvency.

Beyond that, the delivery of lower operating costs and higher utilisation, through improved efficiencies, safe and reliable operations and building strong customer/stakeholder relationships, will be key to driving improved profitability and cash flow, which is expected to deliver shareholder confidence and a higher share price.

Business segment and geographical diversity

The Group has established businesses outside its core Middle Eastern markets (particularly in the North Sea), and outside of oil and gas (renewables).

Targeting

We target contracts that align with availability of vessel spec and that comply with client requirements.

Market knowledge and operational expertise

The Group has a track record of established long-term relationships in the MENA region and North West Europe, which provides an understanding of our clients' requirements and operating standards.

Modification flexibility for clients

Our vessels are built to be as flexible as possible allowing us to compete for a wide share of the market, helping us to maximise utilisation levels and charter day rates. The Group is capable of modifying assets to satisfy client requirements and can do so in its own yard where appropriate.

We embrace local content requirements with a long history of operating for NOCs in the

Middle East.

Safety awareness

Safety and reliability are top priorities and are underpinned by our HSEQ management system and strong safety-focused culture. Management ensures appropriate safety practices and procedures; disaster recovery plans and the insurance coverage of all commercial contracts are in place.

Training and compliance

Our employees undergo continuous training on operational best practices.

Scheduled maintenance

The Group follows regular maintenance schedules on its vessels and the condition of the vessels is consistently monitored.

Business continuity plan

The Group has in place a business continuity management plan which it regularly maintains.

Insurance

The Group regularly liaise with insurance brokers to ensure sufficient coverage.

Continuous communication with clients

The Group maintains strong relationship with its clients though continuous communication and a history of providing safe and reliable services.

Business Segment and Geographical Diversity

The Group has established businesses outside its core Middle Eastern markets (particularly in the North Sea), and outside of oil and gas (renewables). It is actively looking to diversify its market footprint.

Emergency response planning and insurance

For all our major assets and areas of operation, the Group maintains emergency preparedness plans. We regularly review the insurance coverage over the Group's assets to ensure adequate cover is in place.

Workforce planning and monitoring

Workforce planning and demographic analysis is completed in order to increase diversity.

Brexit

We support the free movement of goods, services and people. Management continue to monitor the status of the UK Government's negotiations, changes in legislation and future policies.

Communication

Communication aligns towards our common goals. Feedback from employees is actively sought, using employee surveys. A Board member is explicitly tasked with monitoring the level of engagement and alignment across the organisation.

Remuneration Policy

The Short Term Incentive Plan (STIP) has been restructured around a single Business Scorecard to ensure all staff are incentivised around a single set of common goals. In December 2019 we completed the first formal Employee Survey and results are being evaluated and appropriate actions are being implemented.

Equal opportunities

GMS are engaged in fair and transparent recruitment practices. We have a zero-tolerance policy towards discrimination and we provide equal opportunities for all employees.

Resource planning

The Group is in the process of identifying critical roles and preparing plans to ensure smooth transition in case of changes in personnel.

Cybersecurity monitoring and defence

GMS operates multi-layer cybersecurity defences which are monitored for effectiveness to ensure they remain up to date.

We engage with 3rd party specialists to provide security services.

Code of conduct

The Group has a Code of Conduct which includes anti-bribery and corruption policies and all employees are required to comply with this Code when conducting business on behalf of the Group. Employees are required to undergo in-house training on anti corruption. All suppliers are pre-notified of anti-bribery and corruption policies and required to confirm compliance with these policies.

Regulations

A central database is maintained which documents all our policies and procedures which comply with laws and regulations within the countries in which we operate. On specialist topics, we make use of external advisors, where appropriate. In 2019 we appointed a dedicated Company Secretary to help monitor compliance, in particular, with regard to UK legal and corporate governance obligations.

External Review

Our Internal Audit function helps ensure compliance with GMS policies, procedures, internal controls and business processes. The Group's vessels are also audited by external bodies such as the American Bureau of Shipping (ABS).

Flexibility and innovation

We respond directly to client feedback, which allows us to bid on a wide range of contracts.

Vessel monitoring

The Group has procedures in place such as the Planned Maintenance System to ensure that the vessels undergo regular preventative maintenance. The Group's robust operating standards result in minimal downtime.

Hygiene measures

We have implemented extensive hygiene control and prevention measures across the fleet and for our onshore staff. Our clients have adopted similar measures, in many cases in compliance with strict Government directives in force across the countries in which we operate.

Offshore rotations

Crew change restrictions are in place to protect offshore staff from exposure to infection.

Remote working

Onshore staff are working virtually from their homes, with only a skeleton workforce in our main office.

Supply chain

We have reviewed our supply chain to ensure we can make alternative arrangements, in the event of supply disruption. In most critical cases we have UAE based alternatives.

Customer base

76% utilisation has already been secured on committed contracts in 2020. Demand in the Middle East remains robust with core customers continuing with extensive tender programmes. 12 of our 13 vessels are now based in the Middle East. Most of our major customers are well capitalised National or International Oil Companies.