~10% Shareholder Believes Proposed Sale Represents an Egregious “Take Under” and Significantly Undervalues the Company

Urges the Board to Consider Shareholders’ Best Interests and Disclose the Company’s 2025 Projections so Investors Can Accurately Value the Company Against the Deal Price

Bradley L. Radoff, who collectively with his affiliates owns approximately 9.9% of the outstanding shares of GSE Systems, Inc. (NASDAQ: GVP) (“GSE” or the “Company”), today sent the below letter to GSE Systems’ Board of Directors (the “Board”) indicating its opposition to the proposed take-private merger with Pelican Energy Partners (“Pelican”).

***

GSE Systems, Inc.

6940 Columbia Gateway Drive, Suite 470

Columbia, MD 21046

Attention: The Board of Directors

October 18, 2024

Members of the Board,

I am one of GSE’s largest shareholders, with an approximately 9.9% stake in the Company. After reviewing the Company’s belated and limited disclosures, I believe the proposed sale to Pelican significantly undervalues the Company and puts leadership’s interests ahead of shareholders’ best interests.

The Board, which collectively has limited public company experience and de minimis share ownership, appears to have allowed the Company to develop liquidity issues that have become the basis for what is seemingly a fire sale. Now, with this deal, the Board is seemingly doubling down on its missteps by giving up on the Company right as the nuclear power industry is entering a renaissance that should be a significant tailwind for GSE and its prospects for enhanced value creation.

Despite GSE’s apparent runway for improved financial performance, you have refused to provide a view on the business for 2025. As a result, shareholders are unable to appropriately analyze the Company’s prospects and evaluate a standalone future relative to the current deal. The Board’s contention that it cannot provide projections because management’s forecasts have historically been unreliable simply serves as an acknowledgment of your failures when it comes to governing the business and overseeing the executive leadership you put in place.

With respect to your decision to deprive shareholders of relevant information, it is highly unusual that the Company’s definitive proxy statement for the merger did not contain forward-looking business projections. I appear to be one of the many shareholders who are disappointed with this insufficient disclosure. The Company’s Form-8-K filed on October 8^th, 2024 – just two weeks prior to the shareholder vote – was purportedly only put out in response to “demand letters alleging similar deficiencies and/or omissions regarding the disclosures made in the Preliminary Proxy Statement or the Definitive Proxy Statement.”¹

In the October 8^th 8-K, GSE provided a mere glimpse of very encouraging and positive projections that implied more than $0.30 of quarterly earnings for a Company that currently trades at around $4. The projections, while incomplete, appear to show that the Company is beginning to materially benefit from the nuclear resurgence. Given this context, I am calling on you to provide the market with customary disclosures regarding the Company’s forward-looking projections so shareholders can make the most informed decision on the transaction. If the Company continues to provide such limited disclosures as it did in the October 8^th 8-K, then it should at least reset the record date for the Pelican merger to enable the investment community to sufficiently digest this new, albeit limited, information.

While the Company’s legal counsel and bankers – who stand to make millions if the deal goes through – may have signed off on the disclosures to this point, the Board should know that this deal fails the smell test. Nothing in the merger agreement prevents you from providing more information and transparency to shareholders. I believe your decision to effectively keep GSE shareholders in the dark will define your directorship at GSE and be a black mark for any of you who intend to pursue other director opportunities. Shareholders have long memories.

While you have trumpeted Institutional Shareholder Services’ recent report as an endorsement, I don't believe shareholders should give it any credence. The report neglects to mention the lack of initial projections, the magnitude of the late projections and the recent trading activity indicating that shareholders believe there is more value than is being offered by Pelican. In fact, approximately 30% of the Company’s outstanding shares have traded at or above the deal price this week.

In closing, I believe an independent GSE has significant upside potential. The Board failed to provide projections prior to the record date and then reluctantly offered limited disclosure just two weeks prior to the shareholder meeting. This set of circumstances, combined with a comical fairness opinion and egregious transaction expenses, are very troubling. I once again demand normal course forward projections so that shareholders, who are the owners of the business, can fairly evaluate the Pelican transaction.

Sincerely,

Bradley L. Radoff

***

<sup>__________________________________

1</sup> The Company’s Form 8-K dated October 8, 2024.

THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. MR. RADOFF IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. MR. RADOFF IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241018616185/en/