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Form of Proxy

HELIX ENERGY SOLUTIONS GROUP, INC.

Notes

No. Proposition For Against Abstain
1

Share Issuance Proposal. To approve the issuance of shares of common stock, par value $0.00001 per share, of Helix (the Converted Helix Common Stock) following the Conversion (as defined below) pursuant to the merger agreement for purposes of complying with Section 312.03(c) of the New York Stock Exchanges Listed Company Manual (the NYSE Manual) and, in the event such issuance constitutes a change of control, Section 312.03(d) of the NYSE Manual.

2

Authorized Share Increase Proposal. To approve an increase in the authorized Converted Helix Common Stock and Converted Helix Preferred Stock, as set forth in Article V of the certificate of incorporation of the combined company.

3

Second Merger Proposal. To approve the second merger (as defined in the proxy statement/prospectus).

4

Plan of Conversion Proposal. To approve the plan of conversion, pursuant to which, immediately prior to the first merger, Helix will convert from a Minnesota corporation to a Delaware corporation in accordance with Section 265 of the General Corporation Law of the State of Delaware, as amended, and Section 302A.682 of the Minnesota Business Corporations Act, as amended (the Conversion).

5

Jones Act Provisions Proposal. To approve the provisions regarding compliance with the Jones Act (as defined in the proxy statement/prospectus), as set forth in Article XV of the certificate of incorporation of the combined company.

6

D&O Citizenship Matters Proposal. To approve the director and officer citizenship requirement provisions, as set forth in Section 6.7 of the certificate of incorporation of the combined company.

7

Exclusive Forum Proposal. To approve the submission to jurisdiction provisions, as set forth in Article XIV of the certificate of incorporation of the combined company.

8

Officer Exculpation Proposal. To approve the provisions limiting liability of officers, set forth in Article VII of the certificate of incorporation of the combined company.

9

Removal of Supermajority Approval Requirement Proposal. To approve the removal of the supermajority approval requirements, as set forth in Article XI of the certificate of incorporation of the combined company.

10

Corporate Opportunities Proposal. To approve the corporate opportunities provisions, as set forth in Article IX of the certificate of incorporation of the combined company.

11

Non-Binding Compensation Proposal. To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Helixs named executive officers that is based on or otherwise relates to the mergers (as defined in the proxy statement/prospectus).

12

Adjournment Proposal. To approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve each of proposals 1, 2, 3, 4, 5 and 6.