2025 Notice of Annual General Meeting
ASX Announcement
26 September 2025
2025 Notice of Annual General Meeting
Bhagwan Marine Limited (ASX: BWN) (the Company) provides the attached 2025 Notice of Annual General Meeting
(Notice of AGM), Proxy Voting Form, and letter to shareholders regarding the Notice of AGM.
The AGM will be held on Wednesday, 29 October 2025, at 10:30 am (Perth time) at the office of Clayton Utz, level 27,
250 St Georges Terrace, Perth, Western Australia 6000.
The 2025 Notice of AGM will be sent today to shareholders consistent with their elections. Any shareholders that have
not made an election to receive a hard copy of the Notice of AGM will receive a letter with details on where the Notice
of AGM can be accessed, together with a personalised Proxy Voting Form. For shareholders who have elected to receive
a hard copy, the Notice of AGM will be dispatched by post today.
The Company’s Notice of AGM and 2025 Annual Report are available on the Company’s website at
https://investors.bhagwanmarine.com/
View in Bhagwan’s InvestorHub: https://investors.bhagwanmarine.com/link/e95xze
This ASX announcement has been authorised for release by the Board of Bhagwan Marine Limited.
For further information, please contact:
Loui Kannikoski
Managing Director & CEO
Bhagwan Marine Limited
(08) 9424 2300
investor.relations@bhagwanmarine.com
IR and Media Adviser:
Kym Clements, Ink Communications
0415 181 172
investor.relations@bhagwanmarine.com
kym@inkcommunications.com.au
Andrew Wackett
Executive Director Finance
Bhagwan Marine Limited
(08) 9424 2300
investor.relations@bhagwanmarine.com
About Bhagwan Marine Limited
Bhagwan Marine is Australia’s largest listed marine solutions company for the offshore energy, subsea, ports & inshore and
defence sectors. Bhagwan’s diverse and multi-functional fleet is equipped to support a wide range of client operations.
The Company is Australia’s largest in-house marine crewing provider, employing more than 1,000 skilled professionals,
including up to 200 qualified divers. Bhagwan’s locally based crews are recognised for their strong safety culture, operational
excellence and ability to deliver high-quality outcomes in complex environments.
The Company’s long-standing partnerships with major energy and mining companies, construction firms and government
agencies reflect Bhagwan’s reputation as a trusted and capable partner in marine operations.
For more information, please visit www.bhagwanmarine.com
Bhagwan Marine Limited
ABN: 81 009 154 349
bhagwanmarine.com
Level 3, 251 St Georges Terrace T: +61 8 9424 2300
Perth, Western Australia 6000 F: +61 8 9479 5202
investor.relations@bhagwanmarine.com
Page 1 of 1
26 September 2025
Dear Shareholder,
BHAGWAN MARINE LIMITED – NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Bhagwan Marine Limited (ASX: BWN) (the Company) is pleased to invite you to attend the 2025 Annual General Meeting
of Shareholders (AGM). This is our second AGM since the Company successfully listed on the Australian Securities
Exchange (ASX) on 30 July 2024.
Notice is given that the AGM of Bhagwan Marine will be held as follows:
Date:
Wednesday, 29 October 2025
Time:
10.30am (AWST)
Venue:
The offices of Clayton Utz, QV1 Building Level 27, 250 St Georges Terrace, Perth, Western Australia.
Notice of Meeting
In accordance with the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of AGM
(Notice of Meeting) or its 2025 Annual Report to Shareholders unless a Shareholder has requested to receive these
documents from the Company in physical form. The Company's Notice of Meeting and 2025 Annual Report can both
be viewed and downloaded from the Company’s website at: www.bhagwanmarine.com/investors/announcements/
The Notice of Meeting and its accompanying explanatory memorandum should be read in its entirety. If you are in doubt
about how to vote, you should seek professional advice before voting. All meeting resolutions will be voted upon by poll.
If the above arrangements concerning the AGM change, Shareholders will be updated via the ASX Market Announcements
Platform at www.asx.com.au and on the Company's website at www.bhagwanmarine.com before the commencement of
the AGM.
Please refer to the full Notice of Meeting for further important information.
Proxy Voting, Lodgement and Attendance at the AGM
You may vote by attending the AGM in person (or by attorney), by proxy or by appointing a corporate representative.
A copy of your personalised Proxy Form is enclosed for your convenience. Shareholders are encouraged to complete their
proxy voting online in advance of the meeting using the instructions set out on your enclosed personalized Proxy Form.
If you would like to vote by proxy instead of attending the AGM, please ensure that your Proxy Form is completed and
received before 10:30am (AWST) on Monday, 27 October 2025, per the instructions on the enclosed Proxy Form. Any
Proxy Forms received after that time will not be valid for the Meeting.
Alternatively, you may cast your vote by proxy online at https://au.investorcentre.mpms.mufg.com/Login or scan the
QR code below using your smartphone. To access this facility, you will need your Holder Identification Number (HIN) or
Securityholder Reference Number (SRN).
If you have difficulties voting by proxy or obtaining a copy of the Notice of Meeting, please get in touch with the
Share Registrar, MUFG Corporate Markets (AU), on 1300 554 474 (within Australia) or +61 1300 554 474 (overseas).
Yours sincerely,
Loui Kannikoski
Managing Director & CEO
Bhagwan Marine Limited
ABN: 81 009 154 349
Level 3, 251 St Georges Terrace T: +61 8 9424 2300
Perth, Western Australia 6000 F: +61 8 9479 5202
E: investor.relations@bhagwanmarine.com bhagwanmarine.com
2025
Notice of Annual
General Meeting
To be held at 10:30(AWST) on
Wednesday, 29 October 2025
At QV1 Building – Level 27,
250 St Georges Terrace, Perth WA
Bhagwan Marine Limited
ACN 009 154 349
bhagwanmarine.com
ABOUT BHAGWAN MARINE
Bhagwan Marine is Australia’s largest listed marine solutions company
operating within the offshore energy, subsea, ports & inshore and defence
sectors. Our diverse, multifunctional fleet is equipped to support a wide range
of client operations.
We are Australia’s largest in-house marine crewing provider, employing more than
1,000 skilled professionals, including up to 200 qualified divers. Our locally based
crews are recognised for their strong safety culture, operational excellence, and
ability to deliver high-quality outcomes in complex environments.
Our long-standing partnerships with major energy and mining companies,
construction firms, and government agencies reflect our reputation as a trusted
and capable partner in marine operations.
1
OUR DIVERSIFIED BUSINESS MODEL
Supporting Core and Emerging Markets
OFFSHORE
ENERGY
SUBSEA
PORTS &
INSHORE
DEFENCE
LARGE COMPLEX PROJECTS
MEDIUM PROJECTS
SPOT MARKET & VESSEL CHARTERS
CORE MARKETS
EMERGING MARKET
Resources & Capabilities
1. Nationwide Facilities Providing Local Support
2. Diverse and Multi-Functional Vessel Fleet
3. Highly Experienced Team & Local Crews
4. Leading Marine Innovation & Technology
BHAGWAN MARINE 2025 NOTICE OF ANNUAL GENERAL MEETING
2
FY25
HIGHLIGHTS
RECORD
NET REVENUE
RECORD
EBITDA2
$283.0 Million
$50.9 Million
Up 5% on FY24 $268.8m1
Up 23% on FY24 $41.3m
STRENGTHENING
AS AN
ASX COMPANY
MAINTAINED
SAFETY
FOCUS
Refined strategy and appointed
highly experienced COO to lead
operations, deliver results and
focus on growth. Enhanced systems
for greater internal efficiencies.
Implemented InvestorHub to
increase shareholder engagement.
LTIFR3 ZERO – improved from 0.90
TRIFR3 11.05 – up from 7.65
Implemented Safety Improvement Plan
1
FY25 gross revenue of $292.2m inclusive of pass-through revenue, FY24 gross revenue $303.2m
2
Pro Forma EBITDA
3
Total Recordable Injury Frequence Tate (TRIFR) and Lost Time Injury Frequency Rate (LTIFR) per million hours worked v FY24
4
Thevanard Island (TVI)
3
NET CASH FROM
OPERATIONS
INAUGURAL
DIVIDEND
$35.8 Million
0.5cps
Up 23% on FY24 $29.0m
Fully franked
GROWTH &
INNOVATION WITHIN
CORE BUSINESS
PROGRESSION
WITHIN NEW
GROWTH SECTORS
Strong performance across
all sectors. Six-year contract
extension with Port of Melbourne.
Further expansion into larger
vessel market supported by Coral
Knight acquisition. Invested
in electrification and remote
technologies.
Grew presence in decommissioning
and completed significant TVI4
project. Expanded operations to
support offshore wind projects.
Positioning for growth within
emerging defence sector.
BHAGWAN MARINE 2025 NOTICE OF ANNUAL GENERAL MEETING
4
You are Invited to Attend Our Annual General
Meeting of Shareholders
Dear Shareholders,
On behalf of the Board of Directors, I am pleased to invite you to attend the 2025 Annual
General Meeting (AGM) of Bhagwan Marine Limited (Bhagwan or the Company). This is
our second AGM since Bhagwan listed on the Australian Securities Exchange (ASX) last
year.
The AGM will be held on Wednesday, 29 October 2025, at 10:30am (Perth time) at the
office of Clayton Utz, Level 27, QV.1 Building 250 St Georges Terrace, Perth, Western
Australia 6000.
At the AGM, our Managing Director & Chief Executive Officer, Loui Kannikoski, will provide an update on Bhagwan’s
strategy, operations and performance. Further information on the Company’s performance is also provided in our
2025 Annual Report, which is available on Bhagwan’s website at https://investors.bhagwanmarine.com/presentationsand-reports.
The Board is recommending that Shareholders vote in favour of all Resolutions proposed in this Notice of Meeting. This
recommendation is given by the Board, subject to the applicable voting restrictions noted in this Notice.
I encourage Shareholders to vote and submit questions in advance of the AGM. Further details are set out in this Notice
of Meeting on “Participating in the AGM” and “How to Vote at the AGM” on pages 7 and 8.
In the event it becomes necessary for the Company to give further updates on the arrangements for the AGM, we will
inform you through the ASX Market Announcements Platform. We will not be sending Shareholders a hard copy of the
Notice of Meeting, unless a Shareholder has requested to receive notices of general meetings in hard copy, in which
case, the Shareholder will receive a hard copy.
I look forward to your participation at the meeting and thank you for your continued support.
Yours sincerely,
Anthony Wooles
Chair and Non-Executive Director
26 September 2025
KEY DATES
LOCATION OF MEETING
Deadline for lodgement of voting instructions
10:30am (Perth time) on Monday,27 October 2025
Determination of voting eligibility
4:00pm (Perth time) on Monday, 27 October 2025
Annual General Meeting
10:30am (Perth time) on Wednesday, 29 October 2025, at the
office of Clayton Utz, Level 27, QV.1 Building 250 St Georges
Terrace, Perth, Western Australia 6000.
QUERIES
If you have any queries regarding the matters contained in the
Meeting documents, please call the Company Secretary on
+61 8 9424 2300.
BHAGWAN MARINE LIMITED 2025 NOTICE OF ANNUAL GENERAL MEETING
6
Participating at the AGM
How to Vote at the AGM
The 2025 Annual General Meeting (AGM) of Bhagwan
Marine Limited’s (Bhagwan or the Company) will be held
at 10:30am (Perth time) on Wednesday, 29, October
2025, at the office of Clayton Utz, Level 27, QV.1
Building 250 St Georges Terrace, Perth, Western
Australia 6000.
Eligibility to Vote
If it becomes necessary to make alternative arrangements
for holding the AGM, the Company will give Shareholders
as much notice as practicable.
Pursuant to regulation 7.11.37 of the Corporations
Regulations 2001 (Cth), the Directors have determined
that the shareholding of each Shareholder for the purpose
of ascertaining voting entitlements for the AGM will be as
it appears in the Company's share register at 4:00pm
(Perth time) on Monday, 27 October 2025.
Shareholders will not be able to attend online or virtually
on this occasion.
A Shareholder can attend and vote at the Meeting (in
person or by proxy). Alternatively, Shareholders may
appoint a proxy to attend and vote at the AGM. See below
“Voting by Proxy”.
How to Submit Your Vote in Advance of the Meeting
All Resolutions will be Conducted by Poll
Shareholders may appoint a proxy to vote on their behalf
through the voting website:
https://au.investorcentre.mpms.mufg.com
Voting on all resolutions will be conducted by a poll as
determined by the Chair of the Meeting, subject to the
requirements of the Corporations Act and the Company’s
Constitution.
Instructions on how to appoint a proxy are set out below
under “Voting by Proxy” and in the accompanying Proxy
Form.
Proxy votes must be received by 10:30am (Perth time) on
Monday, 27 October 2025.
How to Ask Questions – Before and at the AGM
The Company is committed to making sure that all
Shareholders have a reasonable opportunity to
participate in Shareholder meetings.
Shareholders attending the Meeting can ask questions on
the day of the AGM.
Questions can be submitted in advance of the Meeting by
emailing questions to Bhagwan’s Company Secretary at
investor.relations@bhagwanmarine.com
Written questions (including questions to the Auditor)
should be submitted no later than the fifth business day
before the AGM, being 22 October 2025. Written
questions to the Auditor should relate to the content of
the Auditor’s Report and the conduct of the audit. The
Auditor will also be in attendance at the AGM.
The Chair of the AGM will endeavour to address as many
of the more frequently raised relevant questions and
comments as possible during the course of the AGM.
However, there may not be sufficient time available at the
AGM to address all the questions and comments raised.
Please note that individual responses will not be sent to
Shareholders.
The Chair of the Meeting will open the poll at the
beginning of the Meeting, and the poll will remain open
until declared closed at the end of the Meeting.
Voting by Corporate Representatives
Any corporate Shareholder wanting to appoint a person
to act as its representative at the AGM must provide
MUFG Corporate Markets AU (Share Registry) with a
formal notice of appointment signed as required by
section 127 of the Corporations Act or the constitution of
the corporation in advance of the meetings. A form of
notice of appointment can be obtained from the Share
Registry or downloaded from:
https://www.mpms.mufg.com/en/forindividuals/au/shareholders/forms/
Voting by Proxy
A Shareholder can appoint a representative or the Chair
as a proxy to vote for the Shareholder. A representative
can be a natural person and does not need to be a
Shareholder of the Company.
If the representative is a proxy, the proxy can be
appointed in respect of some or all of the votes held by
the Shareholder. A Shareholder can appoint two proxies
and specify the proportion or number of votes each proxy
is appointed to exercise. If the proportion or number of
votes is not specified, each proxy may exercise half the
votes. On a poll, each proxy may only exercise votes in
respect of those voting rights the proxy represents.
BHAGWAN MARINE LIMITED 2025 NOTICE OF ANNUAL GENERAL MEETING
7
Online: All Shareholders can appoint a proxy to vote on
their behalf online at:
https://au.investorcentre.mpms.mufg.com
by following the instructions set out on the Share Registry
website. Shareholders who elected to receive their Notice
of Meeting electronically will have received an email with a
link to the Share Registry site.
Select ‘Shareholders Login’ and in the ‘View Single Holding’
section, enter Bhagwan Marine or the ASX code: BWN in the
Issuer name field, your Holder Identification Number (HIN)
or Security Reference Number (SRN) (which is shown on the
front of your Proxy Form or on your holding statement),
postcode, complete the security process, tick the terms and
conditions agreement and click ‘Login’.
Select the ‘Voting’ tab and then follow the prompts. You can
also ask questions using the ‘Ask a question’ link below the
voting link once you select the ‘Voting’ tab.
Your Proxy Form will be deemed to have been signed if it is
lodged in accordance with the instructions given on the
website.
Please note: The Share Register, MUFG Corporate Market
(AU) was formerly known as Link Group.
All other Shareholders will receive a letter by direct mail
with instructions on how to vote online, which includes a
specific six-digit Control Number to vote online.
To take effect, the proxy appointment must be received
by the Share Registry no later than 10:30am (Perth time)
on Monday, 27 October 2025.
By mobile: scan the QR code on your Proxy Form and
follow the prompts
By mail: If Shareholders are unable to complete an online
proxy appointment, a Proxy Form can be requested by
contacting the Share Registry on 1300 554 474 (within
Australia) or +61 1300 554 474 (overseas).
A completed Proxy Form (together with any authority
under which the proxy was signed or a certified copy of
the authority) must be returned to the Share Registry no
later than 10:30am Perth time on Monday, 27 October
2025. The Proxy Form and authority must be returned as
set out below:
•
by post or hand deliver to:
Bhagwan Marine Limited
c/- MUFG Corporate Markets (AU) Limited
Parramatta Square
Level 22, Tower 6
10 Darcy Street, Parramatta NSW 2150, or
•
by facsimile to: MUFG Corporate Markets on
(02) 9287 0309 (within Australia) or +612 9287 0309
(outside Australia).
How the Chair Intends to Vote Available Proxies
The Chair of the Meeting intends to vote all available
proxies in favour of the Resolutions set out in this Notice.
Any directed proxies that are not voted on a poll at the
Meeting will automatically default to the Chair of the
Meeting, who is required to vote proxies as directed.
Proxy voting by KMP
Resolutions 1, 3 and 4 relate to the remuneration of KMP
(being the Directors).
If a Shareholder who is not a member of the Company’s
KMP appoints a member of the Company’s KMP (being the
Directors) or one of the KMP’s closely related parties (such
as close family members or any controlled entities) as
their proxy, the proxy will not be able to cast the
Shareholder’s votes on Resolutions 1, 3 or 4 unless the
proxy is directed how to vote or the Chair of the Meeting
is appointed as proxy.
If the Chair of the Meeting is appointed as a Shareholder’s
proxy or becomes their proxy by default and the
Shareholder does not mark a voting box on the Proxy
Form for Resolutions 1, 3 or 4 (as applicable), then by
completing and submitting the Proxy Form the
Shareholder will be expressly authorising the Chair of the
Meeting to exercise the proxy in respect of Resolutions 1,
3 or 4 (as applicable) as the Chair decides, even though the
item is connected with the remuneration of the
Company’s KMP.
Voting Exclusions
Certain voting restrictions apply to Resolution 1 (Adoption
of the Remuneration Report), and Resolutions 3, 4, 5 and
6 (Issue of Performance Rights to the Managing Director
& CEO, Mr Loui Kannikoski, the Executive Director
Finance, Mr Andrew Wackett, the GM Corporate Services,
Ms Kerren Kannikoski, and the GM WA Operations,
Mr Tom Kannikoski, respectively), as set out on page 11.
If you wish to appoint a member of the KMP (which
includes each of the Directors and the Chair) as your proxy
or attorney, please read the voting exclusions carefully.
Shareholders are encouraged to direct their proxies on
how to vote.
BHAGWAN MARINE LIMITED 2025 NOTICE OF ANNUAL GENERAL MEETING
8
Notice of 2025 Annual General Meeting
Notice is hereby given that the 2025 Annual General Meeting of Shareholders of
Bhagwan Marine Limited will be held on Wednesday, 29 October 2025, at 10:30am
(Perth time) at the office of Clayton Utz, Level 27, QV.1 Building 250 St Georges
Terrace, Perth, Western Australia 6000.
Items of Business
FY25 Financial Statements and Reports
To receive and consider the Financial Report, Directors’
Report, and Auditor’s Report contained within the
Company’s Annual Report for the year ended 30 June
2025. No vote is required on this item.
Resolution 4 - Issue of Performance Rights to the
Executive Director Finance, Mr Andrew Wackett
To consider and, if appropriate, pass the following as an
ordinary resolution:
“That the Remuneration Report of the Company for the
financial year ended 30 June 2025 be adopted.”
“That, for the purpose of ASX Listing Rule 10.14 and for all
other purposes, approval is given to issue 389,834
Performance Rights under the Incentive Awards Plan, as
long-term incentives, to the Executive Director Finance of
the Company, Mr Andrew Wackett, or his nominee, on the
terms and conditions summarised in the Explanatory
Statement.”
A voting exclusion applies to this Resolution (see page 11).
A voting exclusion applies to this Resolution (see page 11).
The vote on this Resolution is advisory only and does not
bind the Directors or the Company.
Resolution 5 - Issue of Performance Rights to the
GM Corporate Services, Ms Kerren Kannikoski
Resolution 2 - Re-Election of Ms Tracey Horton AO as a
Director
To consider and, if appropriate, pass the following as an
ordinary resolution:
To consider and, if appropriate, pass the following as an
ordinary resolution:
“That, for the purpose of ASX Listing Rule 10.14 and for all
other purposes, approval is given to issue 203,062
Performance Rights under the Incentive Awards Plan, as
long-term incentives, to the General Manager Corporate
Services of the Company, Ms Kerren Kannikoski, or her
nominee, on the terms and conditions summarised in the
Explanatory Statement.”
Resolution 1 - Adoption of the Remuneration Report
To consider and, if appropriate, pass the following as an
ordinary resolution:
“That Ms Tracey Horton, a Director of the Company who
retires in accordance with clause 47(b) of the Company's
Constitution and ASX Listing Rule 14.4, and being eligible,
is re-elected as a Director of the Company.”
Resolution 3 - Issue of Performance Rights to the
Managing Director and CEO, Mr Loui Kannikoski
A voting exclusion applies to this Resolution (see page 11)
To consider and, if appropriate, pass the following as an
ordinary resolution:
“That, for the purpose of ASX Listing Rule 10.14 and for all
other purposes, approval is given to issue 574,870
Performance Rights under the Incentive Awards Plan, as
long-term incentives, to the Managing Director and CEO of
the Company, Mr Loui Kannikoski, or his nominee, on the
terms and conditions summarised in the Explanatory
Statement.”
A voting exclusion applies to this Resolution (see page 11).
BHAGWAN MARINE LIMITED 2025 NOTICE OF ANNUAL GENERAL MEETING
9
Notice of 2025 Annual General Meeting 2025 continued
Resolution 6 - Issue of Performance Rights to the
GM WA Operations, Mr Tom Kannikoski
26 September 2025
To consider and, if appropriate, pass the following as an
ordinary resolution:
“That, for the purpose of ASX Listing Rule 10.11 and for all
other purposes, approval is given to issue 183,296
Performance Rights, as long-term incentives, under the
Incentive Awards Plan to the General Manager WA
Operations of the Company, Mr Tom Kannikoski, or his
nominee, on the terms and conditions summarised in the
Explanatory Statement.”
A voting exclusion applies to this Resolution (see page 11).
Other Business
To transact any other business that may be appropriately
brought before the AGM in accordance with the
Company’s Constitution or the law.
Explanatory Statement
This Notice should be read in conjunction with the
Explanatory Statement, which provides further
information on each of the business items.
The Explanatory Statement forms part of this Notice.
Terms and abbreviations used in this Notice and
Explanatory Statement are defined in the Glossary on page
25.
The Directors recommend that Shareholders read this
Explanatory Statement before determining whether or not
to support the Resolutions.
By order of the Board
Anthony Wooles
Chair and Non-Executive Director
BHAGWAN MARINE LIMITED 2025 NOTICE OF ANNUAL GENERAL MEETING
10
Voting Exclusion Statements
The following voting exclusions apply to Resolution 1 (Adoption
of the Remuneration Report), and Resolutions 3, 4, 5 and 6 (Issue
of Performance Rights).
Resolution 1 – Adoption of the Remuneration Report
Voting exclusion statement: The Company will disregard any
votes cast on Resolution 1:
a) by or on behalf of members of the Key Management
Personnel who are named in the Remuneration Report for
the year ended 30 June 2025, or their Closely Related Parties,
regardless of the capacity in which the vote is cast; or
b) as a proxy by members of the Key Management Personnel at
the date of the Meeting and their Closely Related Parties,
unless the vote is cast as proxy for a person entitled to vote on
Resolution 1:
c) in accordance with a direction on the proxy form; or
d) by the Chair of the Meeting in accordance with an express
authority in the Proxy Form to vote undirected proxies as the
Chair sees fit even though Resolution 1 is connected with the
remuneration of the Key Management Personnel.
Resolutions 3, 4 and 5 - Issue of Performance Rights to the
Managing Director & CEO, Mr Loui Kannikoski, the Executive
Director Finance, Mr Andrew Wackett and the GM Corporate
Services, Ms Kerren Kannikoski
Voting exclusion statement: The Company will disregard any
votes cast in favour of Resolutions 3, 4 and 5 by or on behalf of
Mr Loui Kannikoski, Mr Andrew Wackett and Ms Kerren
Kannikoski (respectively) or any person referred to in ASX Listing
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in
the Incentive Awards Plan, or any of their associates.
Resolution 6 - Issue of Performance Rights to the GM WA
Operations, Mr Tom Kannikoski
Voting exclusion statement: The Company will disregard any
votes cast in favour of Resolution 6 by or on behalf of Mr Tom
Kannikoski and any other person who will obtain a material
benefit as a result of the issue of the Performance Rights (except
a benefit solely by reason of being a holder of Shares) the subject
of Resolution 6 or any associate of any such person.
However, the Company will not disregard a vote cast in favour of
Resolution 6 by:
a)
a person acting as proxy or attorney for a person who is
entitled to vote on Resolution 6, in accordance with
directions given to the proxy or attorney to vote on
Resolution 6 in that way;
b)
the Chair of the Meeting as proxy or attorney for a person
who is entitled to vote on Resolution 6, in accordance with
a direction given to the Chair of the Meeting to vote on
Resolution 6 as the Chair of the Meeting decides; or
c)
a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary, provided
the following conditions are met:
(i)
the beneficiary provides written confirmation to the
holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from
voting, on Resolution 6; and
(ii)
the holder votes on Resolution 6 in accordance with
directions given by the beneficiary to the holder to
vote in that way.
However, this does not apply to a vote cast in favour of
Resolutions 3, 4 and 5 by:
a) a person as proxy or attorney for a person who is entitled to
vote on the Resolution, in accordance with directions given
to the proxy or attorney to vote on the Resolution in that
way; or
b) the Chair of the Meeting as proxy or attorney for a person
who is entitled to vote on the Resolution, in accordance with
a direction given to the Chair to vote on the Resolution as
the Chair decides; or
c) a holder acting solely in a nominee, trustee or custodial or
other fiduciary capacity on behalf of a beneficiary provided
the following conditions are met:
(i)
the beneficiary provides written confirmation to the
holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from
voting on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with
directions given by the beneficiary to the holder to
vote in that way.
BHAGWAN MARINE LIMITED 2025 NOTICE OF ANNUAL GENERAL MEETING
11
Explanatory Statement
This Explanatory Statement has been prepared for
Shareholders to outline information concerning the
Resolutions and assist Shareholders in assessing the merits
of approving the proposed Resolutions in the Notice.
The Directors recommend that Shareholders read this
Explanatory Statement in full before making any decision
in relation to the Resolutions.
Terms and abbreviations used in this Explanatory
Statement are defined in the Glossary on page 25.
FY25 Financial Statements and Reports
In accordance with the Corporations Act, the Financial
Report and the Directors’ and Auditor’s Reports for the
year ended 30 June 2025 (FY25) will be put before the
Annual General Meeting. These reports are contained
within the Company’s 2025 Annual Report.
This is the Company’s second Annual Report since listing
on the ASX on 30 July 2024.
The 2025 Annual Report is available at:
https://investors.bhagwanmarine.com/presentations-andreports
At the Meeting, the Chair will provide Shareholders with a
reasonable opportunity to ask questions about and make
comments on these reports.
KPMG Auditor Partner, Mr Hayden Rutters will also be
available at the Meeting, and a reasonable opportunity will
be given to Shareholders to ask questions of the Auditor
relevant to the conduct of the audit, the preparation and
content of the Auditor’s Report, the accounting policies
adopted in relation to the preparation of the financial
statements, and the independence of the Auditor in
relation to the conduct of the audit.
Shareholders may also submit written questions to the
Auditor on the content of the Auditor’s Report or the
conduct of its audit for the year ended 30 June 2025. Such
questions must be received by no later than 22 October
2025. The Auditor is not
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