Braemar Shipping Services : Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should seek advice from your stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares in Braemar Shipping Services Plc, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

BRAEMAR

SHIPPING SERVICES PLC

(incorporated and registered in England and Wales under company registration number 02286034)

Notice of Annual General Meeting

Notice of the Annual General Meeting of Braemar Shipping Services Plc, to be held at 2:00 p.m. on 26 August 2021 at the offices of finnCap, One Bartholomew Close, London, EC1A 7BL, is set out at the end of this document.

A form of proxy for use at the Annual General Meeting is enclosed. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed on it to the Company's registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible but, in any event, so as to arrive no later than 2:00 p.m. on 24 August 2021.

Notice of Annual General Meeting

BRAEMAR SHIPPING SERVICES PLC

(incorporated and registered in England and Wales under company

registration number 02286034)

Registered office:

One Strand

Trafalgar Square

London

England

WC2N 5HR

3 August 2021

To the Shareholders of Braemar Shipping Services Plc

Notice of Annual General Meeting

Dear Shareholder,

I am pleased to be writing to you with details of the forthcoming Annual General Meeting ("AGM") of Braemar Shipping Services Plc (the "Company"), which will be held at 2:00 p.m. on Thursday 26 August 2021 at the offices of finnCap, One Bartholomew Close, London, EC1A 7BL. The formal notice convening the AGM is set out at the end of this document (the "Notice").

We are delighted that shareholders will be able to attend the AGM in person, following the relaxation of the government rules relating to non-essential travel and social distancing. However, for those shareholders unable to attend, the Company continues to encourage shareholders to exercise their voting rights in relation to the resolutions set out in the Notice (the "Resolutions") by appointing a proxy using one of the methods set out in the notes to the Notice. A form of proxy is enclosed with the Notice.

We also ask all shareholders who plan to attend the AGM in person to pre-register their attendance in advance by e-mailing [e-mail] with their name, contact details and Shareholder Reference Number or corporate representative letter so that we can make the requisite preparations to allow the AGM to run safely and effectively.

The Company will also continue to welcome questions from shareholders on the business of the AGM, or any other matters relating to the Company, which should be submitted by e-mail to [e-mail] by 2:00 p.m. on 24 August 2021. Questions should include: the shareholder's full name, number of shares held and telephone contact details. Responses will be given either by telephone, e-mail or by publication on the Company's website at the appropriate time.

The Company recognises that the COVID-19 pandemic continues to evolve and notes that it may need to limit attendance at the AGM, or otherwise make changes to its AGM format, as required in order to comply with social distancing or other safety requirements, including any additional government guidance or restrictions. The Company will publish any changes to the attendance restrictions on its website and/or by an announcement via a regulatory news service.

The remainder of this letter looks to explain certain elements of the business to be considered at the AGM.

EXPLANATORY NOTES

Resolutions 1 to 14 are ordinary resolutions. These resolutions will be passed if more than 50% of the votes cast are in favour.

Resolution 1 - Annual Report and Financial Statements

The directors are required by the Companies Act 2006 to present to the shareholders of the Company at a general meeting the reports of the directors (including the strategic report) and the auditor, and the audited accounts of the Company, for the year ended 28 February 2021. The reports of the directors and the audited accounts have been approved by the directors, and the report of the auditor has been approved by the auditor, and a copy of each of these documents may be found in the Company's Annual Report 2021.

Resolution 2 - Directors' Remuneration Report

Resolution 2 is to approve the directors' remuneration report on the implementation of the Company's existing directors' remuneration policy, which was approved at the Company's 2020 AGM.

The Companies Act 2006 requires UK-incorporated listed companies to put their directors' remuneration report to an advisory shareholder vote. As the vote is advisory, it does not affect the actual remuneration paid to any individual director. The directors' remuneration report is set out in the Company's Annual Report 2021.

Resolution 3 - Final dividend

A final dividend of 5p pence per ordinary share for the year ended 28 February 2021 is recommended for payment by the directors of the Company. If you approve the recommended final dividend, this will be paid on 1 September 2021 to all ordinary shareholders who were on the register of members of the Company at the close of business on 23 July 2021.

2 Braemar Shipping Services Plc Notice of Annual General Meeting

Resolutions 4 to 10 - Re-election of directors

Resolutions 4 to 10 deal with the re-election of the directors of the Company. As announced on 22 July 2021, Elizabeth Gooch and Tris Simmonds joined the Board on 1 August 2021 and Jürgen Breuer has decided not to offer himself for re-election at the AGM and will stand down from the Board at that time. In accordance with best corporate governance practice, all of the directors (other than Jürgen Breuer) are standing for re-election at this year's AGM.

The biographies of each of the directors standing for re-election are set out in Appendix 1 to this Notice. The Board has determined that, in its judgement, all of the non-executive directors meet the independence criteria set out in the UK Corporate Governance Code as all are independent in character and judgement and there are no relationships or circumstances that are likely to affect, or could appear to affect, their judgement. The Board confirms that the directors standing for re-election continue to perform effectively and demonstrate commitment to their role.

Resolution 11 - Re-appointment of auditor

The Companies Act 2006 requires that auditors be appointed at each general meeting at which accounts are laid, to hold office until the next such meeting. This resolution seeks shareholder approval for the re-appointment of BDO LLP as the Company's auditor to hold office until the next AGM of the Company. The Audit Committee keeps under review the independence and objectivity of the external auditor, further information on which can be found in the Company's Annual Report 2021. After considering relevant information, the Audit Committee recommended to the Board that BDO LLP be reappointed.

Resolution 12 - Auditor's remuneration

This resolution authorises the directors to set the remuneration of the auditor for the audit work to be carried out by it in the next financial year. The amount of the remuneration paid to the auditor for the next financial year will be disclosed in the next audited accounts of the Company. The directors have delegated the responsibility of setting the auditor's remuneration to the Audit Committee of the Board.

Resolution 13 - Allotment of share capital

The Companies Act 2006 provides that the directors may only allot shares or grant rights to subscribe for or to convert any security into shares if authorised by shareholders to do so. This resolution will, if passed, authorise the directors to allot shares up to a maximum nominal amount of £2,133,022, which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at 2 August 2021, the latest practicable date prior to the publication of the Notice. As at the date of this letter, the Company did not hold any ordinary shares in the capital of the Company in treasury.

As provided in sub-paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued share capital of the Company), will enable the directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Sub-paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third) may only be used in connection with a rights issue in favour of ordinary shareholders. As sub-paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with sub- paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a rights issue. Where usage of this authority exceeds the one-third of the issued share capital, the directors intend to follow emerging best practice as regards its use.

The authority will expire at the earlier of the conclusion of the next AGM of the Company and 26 November 2022.

Passing this resolution will ensure that the directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. However, there are no current plans to issue new shares except in connection with employee share schemes.

A similar authority was granted at last year's AGM, which is set to expire at the conclusion of the AGM.

Resolution 14 - Approval of Deferred Bonus Plan

The Braemar Shipping Services Plc Deferred Bonus Plan 2020 (the "2020 DBP") was adopted by the Board on 19 May 2020. The directors propose that the rules of the 2020 DBP be amended to permit the use of new issue or treasury shares to satisfy awards, which requires the approval of shareholders. The directors are proposing this change to provide the Board with an additional method of settling awards under the 2020 DBP, which it will use as and when it believes it to be appropriate as part of its flexible and responsible approach to its share awards hedging strategy and the management of the Company's finances.

The permission to use new issue or treasury shares will be subject to an overall dilution limit of 10% of the Company's issued share capital. The Company already has shareholder approval to use new issue or treasury shares for certain of its other discretionary and all employee share plans, and the 10% overall dilution limit will continue to apply across all of the Company's share plans, including the DBP. Awards made under the 2020 DBP to executive directors will continue to be subject to and made in accordance with the Company's directors' remuneration policy, which was last put to shareholders at the Company's 2020 AGM.

This resolution seeks shareholder approval for the 2020 DBP as amended. The principal terms of the 2020 DBP are summarised in Appendix 2 to this Notice.

Resolutions 15, 16, 17 and 18 are special resolutions. These resolutions will be passed if not less than 75% of the votes cast are in favour.

Resolutions 15 and 16 - Disapplication of statutory pre-emption rights

The Companies Act 2006 prescribes certain pre-emption rights under which, if the Company issues new shares, or grants rights to subscribe for or to convert any security into shares, for cash or sells any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings.

Braemar Shipping Services Plc Notice of Annual General Meeting 3

Notice of Annual General Meeting continued

Under Resolution 15, it is proposed that the directors be authorised to issue shares for cash and/or sell shares from treasury (if any are so held) without offering them first to existing shareholders in accordance with statutory pre-emption rights:

1. up to an aggregate nominal amount of £159,976 (up to 1,599,760 new ordinary shares of ten pence each). This amount represents approximately 5% of the Company's issued share capital as at 2 August 2021, being the latest practicable date prior to the publication of the Notice. This part of the authority is designed to provide the Board with flexibility to raise further equity funding and to pursue acquisition opportunities as and when they may arise; or
2. in respect of a rights issue, open offer or other offer that generally provides existing shareholders with the opportunity to subscribe for new shares pro rata to their existing holdings. This part of the authority is designed to give the directors flexibility to exclude certain shareholders from such an offer where the directors consider it necessary or desirable to do so in order to avoid legal, regulatory or practical problems that would otherwise arise.

Under Resolution 16, it is proposed that the directors be authorised to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital (as at 2 August 2021, being the latest practicable date prior to the publication of the Notice). The directors consider that proposing this resolution is appropriate for the Company's circumstances and, in accordance with the Pre-Emption Group's Principles, the directors confirm that the authority will be used only in connection with an acquisition or specified capital investment that is announced contemporaneously with the issue, or that has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

If passed, the authorities in Resolutions 15 and 16 will expire at the same time as the authority to allot shares given pursuant to Resolution 13. Excluding any shares issued in connection with an acquisition or specified capital investment as described above, the directors do not intend to issue more than 7.5% of the issued share capital on a non-pre-emptive basis under these authorities in any rolling three-year period.

Resolution 17 - Purchase of own shares by the company

This resolution gives the Company authority to buy back its own ordinary shares in the market. The authority limits the number of shares that could be purchased to a maximum of 3,199,533 (representing approximately 10% of the Company's issued share capital as at 2 August 2021, being the latest practicable date prior to the publication of the Notice). The price per ordinary share that the Company may pay is set at a minimum amount (excluding expenses) of ten pence per ordinary share and a maximum amount (excluding expenses) of the higher of: (i) 5% over the average of the previous five days' middle market prices; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. This authority will only be exercised if market conditions make it advantageous to do so. This authority will expire at the earlier of the conclusion of the next AGM of the Company and 26 November 2022.

The directors have no present intention of exercising the authority to purchase the Company's ordinary shares, but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The authority will be exercised only if the directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. If the directors were to exercise the authority, their present intention is that the shares purchased (to the extent statutory requirements are met and provided any treasury shares held do not exceed 10% of the Company's issued share capital) will be held in treasury for future cancellation, sale for cash, or transfer for the purposes of or pursuant to an employee share scheme, although they may be cancelled immediately on repurchase in the light of circumstances at the time. The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not rank for dividends). The Board will have regard to any guidelines published by any of the investor groups in force at the time of any such purchase, holding or resale of treasury shares.

As at 2 August 2021, which is the latest practicable date prior to the publication of the Notice, the total number of options and warrants to subscribe for ordinary shares in the capital of the Company was 3,103,608, representing approximately 9.70% of the Company's issued ordinary share capital at that date. If the proposed market purchase authority were to be exercised in full and all of the repurchased shares were cancelled (but the Company's issued share capital otherwise remained unaltered), the total number of options and warrants to subscribe for ordinary shares in the capital of the Company would represent approximately 10.78% of the Company's issued ordinary share capital.

Resolution 18 - Notice period for general meetings

This resolution seeks to continue to allow the Company to hold general meetings (other than the AGM) on 14 clear days' notice (rather than 21 clear days' notice). The Company must offer, for any meeting held on less than 21 clear days' notice, a facility to vote by electronic means that is accessible to all members. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

The authority granted by this resolution is valid up to the next AGM and needs to be renewed annually.

RECOMMENDATION

The Board considers the Resolutions are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings.

Yours faithfully,

Nigel Payne

Chairman

4 Braemar Shipping Services Plc Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

OF

BRAEMAR SHIPPING SERVICES PLC

Notice is hereby given that the Annual General Meeting ("AGM") of Braemar Shipping Services Plc (the "Company") will be held at 2:00 p.m. on Thursday 26 August 2021 at the offices of finnCap, One Bartholomew Close, London, EC1A 7BL, to transact the following business (of which resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions and resolutions 15 to 18 (inclusive) will be proposed as special resolutions). Voting on all resolutions will be by way of a poll.

ORDINARY RESOLUTIONS

1. To receive the audited annual accounts and reports for the year ended 28 February 2021.
2. To approve the directors' remuneration report for the year ended 28 February 2021 (other than the part containing the directors' remuneration policy).
3. To declare a final dividend for the year ended 28 February 2021 of 5 pence per ordinary share, which shall be payable to all ordinary shareholders who are on the register of members as at the close of business on 23 July 2021.
4. To re-elect Elizabeth Gooch as a director of the Company.
5. To re-elect James Gundy as a director of the Company.
6. To re-elect Stephen Kunzer as a director of the Company.
7. To re-elect Nigel Payne as a director of the Company.
8. To re-elect Tristram Simmonds as a director of the Company.
9. To re-elect Nicholas Stone as a director of the Company.
10. To re-elect Lesley Watkins as a director of the Company.
11. To re-appoint BDO LLP, as auditor to the Company, to hold office until the conclusion of the next general meeting at which financial statements of the Company are laid before the Company.
12. To authorise the directors to determine BDO LLP's remuneration as auditor of the Company.
13. That the directors be generally and unconditionally authorised, in substitution for all existing authorities, to exercise all powers of the Company to allot shares and to grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £2,133,022 comprising:
14. 1. an aggregate nominal amount of £1,066,511 (whether in connection with the same offer or issue as under sub-paragraph (b) immediately below or otherwise); and
    2. an aggregate nominal amount of £1,066,511 in the form of equity securities (as defined in section 560 of the Companies Act 2006) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) on 26 November 2022 or, if earlier, at the conclusion of the annual general meeting of the Company in 2022, except that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

14. That:

1. the rules of the Braemar Shipping Services Plc Deferred Bonus Plan 2020 (the "2020 DBP"), the principal terms of which are summarised in Appendix 2 to this Notice and a copy of which is produced at the AGM and, for the purposes of identification, initialled by the Chair, be and are hereby approved and that the directors be authorised to do all acts and things which they may consider necessary or expedient to carry the 2020 DBP into effect; and
2. the directors be and are hereby authorised to establish such further plans based on the 2020 DBP as they consider necessary or desirable, but which have been modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on participation in the 2020 DBP.

SPECIAL RESOLUTIONS

15. That the directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the general authority conferred on them by resolution 13 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561 of that Act did not apply to any such allotment or sale, provided that this power shall be limited to:

Braemar Shipping Services Plc Notice of Annual General Meeting 5