2025 Corporate Governance Statement A Leading Australian Marine Solutions Provider Bhagwan Marine Limited | ABN 81 009 154 349 BHAGWAN MARINE LIMITED Bhagwan Marine is Australia’s leading ASX-listed marine solutions provider, delivering specialised services across the offshore energy, subsea, ports and inshore and defence sectors. Our expansion across core markets and high-growth segments — including decommissioning, offshore wind, and defence — positions Bhagwan Marine to capitalise on significant opportunities and strengthen our leadership within the marine services market. With substantial experience, a national footprint, a fleet of approximately 100 vessels, and record revenue of $283 million in FY25, we are focused on sustainable, long-term earnings growth for shareholders. Bhagwan Marine is a founder-led company with a strong culture of service delivery and operational excellence. Investor Hub Following its successful IPO in July 2024, Bhagwan Marine has continued to deliver strong operational and financial performance. Bhagwan Marine remains focused on leveraging its market-leading position to build long-term earnings growth for shareholders, supported by a positive outlook across its high-growth markets. Bhagwan Marine’s Investor Hub platform provides shareholders, stakeholders, and potential investors with a central location to access recent ASX announcements, company news, and other key updates. The Investor Hub platform also features videos, project insights, and industry news, providing investors with opportunities to stay up to date and communicate with our leadership team. We invite you to stay connected with our investment community at our Investor Hub at https://investors.bhagwanmarine.com/ 2025 Annual Report This document should be read in conjunction with our 2025 Annual Report, and the documents that make up the rest of our corporate reporting are available on the Company’s website at www.bhagwanmarine.com Corporate Governance Documents Bhagwan has established a set of corporate governance policies and procedures that reflect its corporate governance framework and practices. Copies of these documents are available on the Company’s website at https://www.bhagwanmarine.com/investors/corporate-governance/ BHAGWAN MARINE LIMITED | 2025 Corporate Governance Statement Page 1 ABOUT THIS REPORT This Corporate Governance Statement outlines the key aspects of the Company’s corporate governance framework that has been established by the Board and its compliance with ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition) (ASX Principles) for the period 26 July 2024 (being the date of the Company was admitted to the ASX) to 30 June 2025. Compliance with the ASX Principles is not mandatory. The disclosure below sets out the extent to which the Company does comply with the recommendation, as well as the explanation and commentary provided on the Company’s practices that differ from the ASX Principles. The Board has approved this Corporate Governance Statement on 28 August 2025. ASX Principles Sections Principle 1 Lay solid foundations for management and oversight 1, 2, 3 Principle 2 Structure the Board to be effective and add value 1, 2, 3 Principle 3 Instil a culture of acting lawfully, ethically and responsibly 5 Principle 4 Safeguard the integrity of corporate reports 4 Principle 5 Make timely and balanced disclosure 7 Principle 6 Respect the rights of security holders 7 Principle 7 Recognise and manage risk 3, 6 Principle 8 Remunerate fairly and responsibly 3, 5 1. CORPORATE GOVERNANCE FRAMEWORK The Board of Directors of Bhagwan Marine Limited (Bhagwan) is responsible for the corporate governance of Bhagwan. The Board guides and monitors the business and affairs of Bhagwan on behalf of the shareholders by whom they are elected and to whom they are accountable. The Company’s corporate governance framework plays a crucial role in enabling the Board and management to deliver on its strategy and objectives. It provides the structure through which business objectives are set, performance is monitored, and risks are managed. Since its listing on the ASX on 26 July 2024, the Board has established a set of corporate governance policies and procedures that reflect its practices and are predominantly consistent with the ASX Principles, with any necessary adjustments made to account for the particular circumstances of Bhagwan. The Board continues to build on its strong foundation of governance, continually improving its approach to governance. This Corporate Governance Statement should be read in conjunction with the Company’s 2025 Annual Report. Further information about the Company’s corporate governance practices and copies of key governance documents referred to in this document are available on the Company’s website at https://investors.bhagwanmarine.com/corporate-governance BHAGWAN MARINE LIMITED | 2025 Corporate Governance Statement Page 2 2. OPERATION OF THE BOARD 2.1 Board of Directors The names of the current Directors as at the date of this Statement, together with details of their term in office, independence status and Board committee membership, are set out in the table below. The Board comprise individuals with the appropriate skills, knowledge, and experience to develop and support the Company’s long-term strategy, enable it to discharge its responsibilities effectively, add value, and facilitate efficient decision-making. Details of each Director’s qualifications and experience are set out in the Company’s 2025 Annual Report. Anthony Wooles Loui Kannikoski BEc, MBA (Finance), FAICD Chairman and Non-Executive Director and Major shareholder (8%) Founder, Managing Director & CEO, and Major Shareholder (41%) Appointed 8 March 2012 Appointed 31 Oct 1985 Tracey Horton AO Andrew Wackett BEc (Hon), MBA, FAICD BCom, FCPA, FFIN, GAICD Independent Non-Executive Director Executive Director Finance Appointed 1 May 2024 Appointed 5 June 2024 Role Independent Length of Service Anthony Wooles Chairman and Non-Executive Chair No 13 years Tracey Horton Independent Non-Executive Director Yes 1 year Andrew Wackett Executive Director Finance No Loui Kannikoski Founder, Managing Director & CEO No Name Chair Audit & Risk Committee Remuneration Committee 1 year - - 40 Years - - Board Member The Board comprises a balanced mix of Non-Executive Directors and Executive Directors, each with an independent voice. While it does not reflect a majority of independent Non-Executive Directors, this structure has been deliberately maintained to ensure strategic alignment, operational insight, and continuity of leadership. Importantly, the Board has determined that, due to the nature of the Company’s history, development, strategic direction, and business model, it is in the best interests of the Company and its Shareholders to have a higher number of Directors who have a close understanding of the Company's customers and its business. The Board considers that as the Company grows, the Board will continue to review its composition, which may include the appointment of additional Independent Non-Executive Directors in the future. Accordingly, the Board does not currently comprise a majority of independent Directors, as recommended by ASX Principle 2.4. Further explanation on the independence of each Non-Executive Director is set out in sections 2.4 and 2.5 below. While the Board presently includes gender diversity (with 75:25 gender representation), it acknowledges the value of diverse perspectives in enhancing governance quality and stakeholder trust. Diversity remains a consideration in future appointments, and the Board is committed to ongoing review of its composition in line with evolving societal expectations, regulatory developments, and organisational needs. The Directors' Report in the Company's 2025 Annual Report details the number of Board meetings held during the reporting period and the Directors’ attendance. BHAGWAN MARINE LIMITED | 2025 Corporate Governance Statement Page 3 2.2 The Role of the Board The Board is accountable to shareholders for the Company's overall strategy, governance, and performance. The Board has a charter that outlines its authority, responsibilities, membership, and governance framework. The charter also describes matters expressly reserved for the Board and those delegated to management. The Board's primary role is to provide strategic guidance and leadership to the Company, guide and monitor its management, oversee the business's performance, and track progress on strategy, while promoting a culture that supports its values. The Board strives to deliver sustainable value to its shareholders while also considering the interests of other stakeholders. The Board recognises its responsibility to act honestly, fairly, diligently, and in accordance with the law, and to instil these values throughout the organisation. The Board has established a delegation of authority outlining the matters reserved to the Board and those delegated to the Managing Director, executives, managers, and employees. The Board Charter is outlined on the Company’s website. 2.3 Board Structure and Composition The Board is structured to comprise individuals with the appropriate skills, knowledge, experience, and diversity to develop and support the Company’s long-term strategy, enable it to discharge its responsibilities effectively, add value, and facilitate efficient decision-making. The Board determines its size and composition, subject to the Company's Constitution. The Board currently comprises four directors, consisting of two Non-Executive Directors and two Executive Directors. Each Director and their length of service are listed in the table in section 2.1. Details of each Director’s appointment, qualifications, experience, and special responsibilities are set out in the Company’s FY25 Annual Report. 2.4 Director Independence The Board assesses the independence of new Directors upon appointment and annually. The Board considers that the most relevant consideration for determining the independence of a Directors is that the Director is free of interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect their capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole rather than those of an individual security holder or other party. In determining whether a Director is independent, the Board (excluding the relevant Director) is guided by ASX Principle 2.4 on Independence, as outlined in the Board Charter. However, the Board recognises that independence is a matter of judgment and BHAGWAN MARINE LIMITED | 2025 Corporate Governance Statement therefore also takes a qualitative approach to assessing materiality and independence on a case-by-case basis by reference to the facts and each Director’s individual circumstances. During the reporting period, the Board reviewed the independence of each Non-Executive Director. The following Directors are not considered to be independent. Anthony Wooles, who serves as Chair and Non-Executive Director, is not considered independent because he has held the position of Non-Executive Director for over 10 years. Additionally, he has a material business relationship with the Company and holds a substantial shareholding of 8.5% in Bhagwan. The Directors, other than Anthony Wooles, consider him to be the most suitable person to act as Chair of the Board, given his considerable industry experience, expertise, and deep understanding of the Company’s business. Loui Kannikoski, who serves as the Managing Director & CEO, is not considered independent due to his position as an executive, as well as his substantial shareholding of 40.8% in Bhagwan. Andrew Wackett, who serves as Executive Director of Finance, is not considered independent due to his executive role, where he is responsible for advising on significant financial and corporate matters, as well as investor relations and mergers and acquisitions. The Board’s intention is to have Andrew move from his executive role to a Non-Executive Director role in the near term. 2.5 The Role of the Chair The Directors have elected Anthony Wooles as Chairman of the Board. Anthony was appointed Chairman in 2012. As set out in section 2.4, Anthony is not considered to be independent. However, the Directors, other than Anthony Wooles, consider him to be the most suitable person to act as Chair of the Board, given his considerable industry experience, expertise, and deep understanding of the Company’s business. The Chair’s role includes leading the Board, facilitating and encouraging constructive Board discussions, monitoring the performance of the Board, its committees, and individual directors, representing the Board to shareholders, and maintaining regular dialogue and mentoring relationships with the Managing Director, as well as other group executives. 2.6 Board Composition, Selection and Appointment of Directors The Board is responsible for reviewing its size and composition, identifying individuals believed to be qualified to become Board members, and making recommendations to shareholders on the appointment of Directors. Before the Board appoints a new Director or puts forward a candidate for election, it undertakes appropriate checks, including but not limited to reviewing the person’s character, experience, education, criminal record, and bankruptcy history. Existing Directors conduct interviews with potential candidates to ensure there is an appropriate fit for the Company's strategic direction. Page 4 2.7 Board Skills and Experience The Board is committed to ensuring that its composition continues to include Directors who bring an appropriate mix of skills, experience, and expertise to Board decision-making. The Board also aims to retain a balance between Directors with experience and knowledge of the Company’s business and history, and new Directors who bring an external perspective and different insights. The Board considers that all Directors have the combined depth and breadth of skills, diversity, and experience to carry out their responsibilities in a publicly listed company and oversee the Company's strategy and effective governance. To the extent that any skills are not directly represented on the Board, they are realised through executives and external advisors. The Board has identified the skills and experience set out in the Board Skills Matrix below as those required for the Board to provide effective governance and direction for the Company. This is reviewed on a regular basis in line with the strategic direction and changes in the Board's composition. The Board’s Skills Matrix guides the assessment of the skills and experience of new and existing Directors and identifies any gaps in the Board's collective expertise for the purpose of Board succession planning. Board Skills Matrix - advanced and proficient No. of Directors Skills/Competency 1 2 3 4 If no Director is due for re-election or election, then at least one of the Directors (excluding the Managing Director) must retire at the Company’s next annual general meeting and may stand for reelection. The Board’s recommendation regarding the re-election of an existing Director is not automatic and is contingent on their past performance, contribution to the Company, and the current and future needs of the Board and the Company. Shareholders are provided with all material information in the Company’s possession relevant to their decision as to whether to elect or re-elect a Director. 2.9 Board Performance Review The Chairman is responsible for developing and overseeing the performance evaluation process for the Board, its committees, and individual Directors. The Board has adopted an evaluation process that includes reviewing the effectiveness of the Board, its committees, and individual Directors. The Board’s annual evaluation can be facilitated internally or externally. If done externally, the Board receives independent information on its overall performance, effectiveness and opportunities for improvement. Each Director also receives individual feedback on their strengths and opportunities to make enhanced contributions, including ongoing professional development. Corporate Governance, Risk & Compliance During the reporting period, the Board concluded that a performance review of itself, its Committees, and the NonExecutive Directors was unnecessary. This decision was based on the fact that the current Board had only recently been established and the fact that Company became an ASX-listed entity in July 2024. Marine Industry Experience 2.10 Appointment Documentation Listed Company Experience Upon appointment, each new Director receives a letter of appointment that outlines the formal terms of their appointment. Directors also receive a deed of indemnity, insurance, and access. Leadership Strategy Health, Safety & Wellbeing People & Culture Environmental & Sustainability Financial Acumen Corporate Finance & Capital Market Stakeholder Engagement & External Affairs 2.8 Director Retirement, Re-Election, and Tenure Any Director (excluding the Managing Director) who has been appointed during the year must stand for election at the Company’s next annual general meeting. A Director (excluding the Managing Director) may not hold office for more than three years from the date of their election or reelection without submitting for re-election at the Company’s annual general meeting. BHAGWAN MARINE LIMITED | 2025 Corporate Governance Statement Executives are appointed under a written agreement that outlines the terms of their appointment. 2.11 The Role of the Managing Director and the Executives The Board delegates management of the Company’s affairs and implementation of the corporate strategy and policy initiatives to Loui Kannikoski, the Company’s Managing Director & CEO (Managing Director). Loui Kannikoski is the founder of Bhagwan and a major shareholder in the Company. He is responsible for the Company's day-to-day management, and his actions are guided by the Company’s purpose and strategic objectives as approved by the Board. The Managing Director is supported in this function by delegating authority to the appropriate executives for specific activities and transactions. A formal Delegation of Authority Policy governs these powers and authority, which is approved by the Board and reviewed as required. Page 5 Other executives, working under the Managing Director's supervision, are responsible for executing strategic objectives in a manner consistent with the Company’s values, commitments, code of conduct, and risk appetite, as set by the Board. While each executive leads specific functions, they collectively work to achieve the Company's long-term strategy and purpose. The Managing Director, along with executives, is responsible for providing the Board and its Committees with accurate, timely, and clear information on the Company’s performance and progress. Meetings between the Managing Director, executives, and the Board are encouraged, and they assist the Directors in carrying out their duties and strengthening the working relationship and organisational culture. 2.12 Managing Director and Executives’ Performance The Managing Director, along with executives, has a written agreement with the Company outlining their employment terms, including remuneration and performance requirements. The Board is responsible for monitoring management’s performance and implementation of the Company’s strategy, including conducting an annual performance review of the Managing Director. The performance of the Managing Director, as well as other executives, is assessed annually under the Company’s performance appraisal system and reviewed by the Chairman of the Board. During the reporting period, the Managing Director underwent a performance review. Additionally, the Chair meets regularly with the Managing Director to discuss matters relating to his performance. During the reporting period, a performance review was undertaken with the executives reporting to the Managing Director. Additionally, the Managing Director meets regularly with his direct reports to discuss matters relating to their performance. Further details, including the Managing Director’s and other executives’ performance linkage to remuneration outcomes, are contained in the Company’s Remuneration Report in the 2025 Annual Report. 2.13 Induction for New Directors New Directors receive an induction that includes meetings with the Board Chair, the Managing Director, the CFO, and other executives to gain valuable insights into relevant operational and corporate matters. This is followed up by additional meetings or information that the new Director may request. The induction program also includes visits to the state-based offices. 2.14 Continuing Education for Directors and Executives All Directors are expected to maintain the knowledge and skills required to discharge their obligations to the Company. During the year, the Board visited the Company’s operations and facilities in Brisbane and Victoria and Henderson in WA to gain deeper insights and knowledge of the operations. The Board also held a strategic workshop with the executives and regional managers. 2.15 Conflicts of Interest & Related Party Transactions Each Director has a continuing responsibility to determine whether they have a potential, or actual, conflict of interest in relation to any material matter which relates to the Company’s business or their position as Director of the Company. Such situations may arise from external associations, interests or personal relationships. As a founder-led company, and as outlined in the Company’s Prospectus, there are several vessel leases and property leases considered to be related party transactions. The Board reviews and approves the renewal of vessel and property leases at each meeting as they arise. Any Director who stands to gain financially from these transactions is excluded from receiving the Board papers and does not participate in or vote on the approval of the lease renewals. During the year, the Board adopted a procedure for addressing conflicts of interest and related-party transactions. It requires that each Director notify the Chair, the Board, or the Company Secretary, either orally or in writing, immediately upon becoming aware of an actual, perceived, or potential conflict of interest. It also outlines the procedures for approving related-party transactions that are deemed necessary, are on arm’s-length terms, and are in the best interest of shareholders. The procedure ensures that such transactions also comply with the ASX Listing Rules and the Corporations Act requirements, as well as the reporting requirements for such transactions to shareholders. 2.16 Directors' Right to Independent Advice To help Directors fulfil their responsibilities, each Director has the right, with the prior approval of the Chair, to seek independent professional advice, at the Company’s expense, about his or her responsibilities. In addition, the Board and each Board Committee may, at the Company’s expense and with the prior approval of the Chair, obtain any independent professional advice it requires to assist in its work. 2.17 The Role of Company Secretary The Board is responsible for appointing the Company Secretary. The Company Secretary is directly accountable to the Board, through the Chair, on all matters regarding the proper functioning of the Board and its Committees. All Directors have access to the Company Secretary. The Board has appointed two Company Secretaries. The profile, qualifications and experience of the Company Secretaries are set out in the Company’s 2025 Annual Report. Internal and external experts are engaged, as required, to conduct briefing sessions on various topics relevant to the Board’s governance of the Company. BHAGWAN MARINE LIMITED | 2025 Corporate Governance Statement Page 6 3. BOARD COMMITTEES 3.1 Board Committee Structure The Board has established two standing Committees to assist in the discharge of its responsibilities. Periodically, the Board will review the composition of each Board Committee. As and when required, the Board may establish special-purpose sub-committees to give detailed consideration to specific matters or projects. An overview of the members, composition and role of each Board Committee, as of the date of this report, are set out below: Committee Members Composition Role of the Committee Audit and Risk Committee Tracey Horton - Committee Chair, and Independent Non-Executive Director) Anthony Wooles - Non-Executive Director     Only Non-Executive Directors The Board appoints one of its members, other than the Chair of the Board to serve as the Committee Chair. The Committee Chair is an Independent Non-Executive Director. All members have a good understanding of financial reporting and risk management across a broad range of industries • • • • • Oversight of financial reporting Review of the external audit Oversight of material risks Review of Risk Management System Evaluation of the effectiveness of the financial control environment Independence and Experience of Committee Chair - The Committee Chair, Tracey Horton (Qualifications: BEc (hon), MBA, FAICD), is a Fellow of the Australian Institute of Company Directors (AICD) and holds a Bachelor of Economics (Hons) from The University of Western Australia as well as an MBA from Stanford Graduate School of Business. The other Committee member is Anthony Wooles, who is a Fellow of the AICD and holder of a Bachelor’s Degree in Economics and an MBA in Finance from the Wharton School of the University of Pennsylvania. ASX Principles 4.1(A) and 7.1(A) - Recommend that an Audit Committee and a Risk Committee comprise at least three Non-Executive Directors, with a majority being independent. The Company does not currently meet these recommendations. However, the Board believes that the composition of the Board’s Audit & Risk Committee is appropriate at this time. It also expects that the number of independent Directors will increase in the future as the Company grows and new Directors are appointed. Remuneration Committee Anthony Wooles - Committee Chair and Non-Executive Director Tracey Horton - Independent NonExecutive Director     Only Non-Executive Directors The Board appoints one of its members to serve as the Committee Chair Delegated approval on executive remuneration matters No executive participates in decisions on their own remuneration. • • • • Overseeing the effectiveness of remuneration strategies Review of remuneration arrangements for the Managing Director and other executives Review of remuneration arrangement for Non-Executive Directors recommend to the Board for approval, the Annual Remuneration Report ASX Principles 8.1(A) - Recommends that the Board establish a Remuneration Committee and that it be chaired by an independent Director and that a majority of the Committee comprises a majority of whom are independent Directors. The Company does not currently meet this recommendation. However, the Board believes that the composition of the Board’s Remuneration Committee is appropriate at this time. It also expects that the number of independent Directors will increase in the future as the Company grows and new Directors are appointed. ASX Principles 2.1(A) - Recommends that the Board establish a Nominations Committee, chaired by an independent Director, comprising at least three Non-Executive Directors, with a majority being independent. The Company does not currently meet this recommendation. During preparations for the Company’s admission to the Official List of the ASX, the Board evaluated its structure and governance framework and concluded that a separate Nomination Committee was unnecessary given the size of the Board at this time. Accordingly, the Board has assumed all responsibilities that a Nomination Committee would ordinarily undertake. The Board will periodically reassess this decision as its membership grows and governance evolves. BHAGWAN MARINE LIMITED | 2025 Corporate Governance Statement Page 7 The Directors' Report in the Company's 2025 Annual Report details the number of Committee meetings held during the reporting period and the attendance of each Committee member. The relevant qualifications and experience of Board Committee members are set out in the Directors’ Report in the Company’s 2025 Annual Report. Each Committee may, within the scope of its responsibilities, have unrestricted access to management, employees, and information it considers relevant to carrying out its responsibilities under its charter. Each Committee may request the attendance of any external party at meetings as appropriate. The Managing Director, along with certain other executives, are invited to attend Committee meetings. However, their presence is not automatic, and they do not attend if their remuneration is being considered or discussed. The minutes of each Committee meeting are tabled at Board meetings, and the Committee Chair reports relevant matters of the Committee to the Board at its next meeting. 3.2 Committee Membership and Responsibilities • oversight of information security and cyber security posture; • oversight of the Code of Conduct and Speak-up Policy; and • oversight of reporting related to tax, climate change, and modern slavery. The Audit and Risk Committee regularly meets with the external auditor without management present. The Chair of the Audit and Risk Committee separately and regularly meets with the external auditor and management. The CFO is the executive responsib