2026 Notice of Annual General Meeting
Bhagwan Marine Limited Level 11, Australia Place, 15-17 William Street
ABN: 81 009 154 349 Perth, Western Australia 6000
bhagwanmarine.com T: +61 8 9424 2300 F: +61 8 9479 5202
investor.relations@bhagwanmarine.com
Page 1 of 39
ASX Announcement
18 September 2026
2026 Notice of Annual General Meeting
Bhagwan Marine Limited (ASX: BWN) (the Company) provides the attached 2026 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 Friday, 23 October 2026, at 10:30 am (Perth time) at the office of Clayton Utz, level 27,
250 St Georges Terrace, Perth, Western Australia 6000.
The 2026 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 2026 Annual Report are available on the Company’s website at
https://investors.bhagwanmarine.com/
View in Bhagwan’s InvestorHub: https://investors.bhagwanmarine.com/link/P7NY7r
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
About Bhagwan Marine Limited
Bhagwan Marine is Australia’s largest listed marine solutions company, serving the Offshore Energy & Resources, Ports &
Inshore and Defence sectors. The Company operates a large multi-functional fleet supporting marine operations nationally.
Bhagwan Marine and its 100% owned marine services brands Riverside Marine and Rivtow, are recognised for their strong
safety culture and operational excellence in complex marine environments. Long-standing partnerships with major energy
and resource companies, construction firms and government agencies reinforce the Bhagwan Group’s reputation as a
trusted partner.
Bhagwan Marine is one of Australia’s largest in-house marine crewing providers, 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.
Founder-led and supported by an experienced Board, Bhagwan Marine maintains a disciplined approach to governance,
financial management and sustainable earnings growth for shareholders.
For more information, please visit www.bhagwanmarine.com
Bhagwan Marine Limited Level 11, Australia Place, 15-17 William Street
ABN: 81 009 154 349 Perth, Western Australia 6000
bhagwanmarine.com T: +61 8 9424 2300 F: +61 8 9479 5202
investor.relations@bhagwanmarine.com
18 September 2026
Dear Shareholder,
BHAGWAN MARINE LIMITED – NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Bhagwan Marine Limited (ASX: BWN) (the Company) is pleased to invite you to attend the 2026 Annual General Meeting
of Shareholders (AGM). This is our third AGM since the Company listed on the Australian Securities Exchange (ASX).
Notice is given that the AGM of Bhagwan Marine will be held as follows:
Date: Friday, 23 October 2026
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 2026 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 2026 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 Wednesday, 21 October 2026, 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://portal.automic.com.au/investor/home 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, Automic, on 1300 288 664 (within Australia) or +612 9698 5414 (overseas).
Yours sincerely,
Loui Kannikoski
Managing Director & CEO
Draft v1 – 2 Sept 2026
6
Bhagwan Marine Limited
ABN: 81 009 154 349
2026 Notice of
Annual General Meeting
To be held at 10:30am (Perth time) on Friday, 23 October 2026.
At the office of Clayton Utz, Level 27, QV.1 Building 250 St Georges
Terrace, Perth, Western Australia 6000
Draft v1 – 2 Sept 2026
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Operational Highlights – [insert]
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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 2026 Annual General Meeting (AGM) of
Bhagwan Marine Limited (Bhagwan or the Company). This is our third AGM since Bhagwan listed on the Australian
Securities Exchange (ASX) last year.
The AGM will be held on Friday, 23 October 2026, 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, including progress on the integration of the Company’s acquisition of Riverside
Marine, which is unquestionably one of the highlights of the year. Further information on the Company’s performance
is also provided in our 2026 Annual Report, which is available on Bhagwan’s website at
https://investors.bhagwanmarine.com/presentations-and-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 6 and 7.
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
18 September 2026
KEY DATES
Deadline for lodgement of proxy voting instructions
10:30am (Perth time) on Wednesday, 21 October 2026
Determination of voting eligibility
4:00pm (Perth time) on Wednesday, 21 October 2026
Annual General Meeting
10:30am (Perth time) on Friday, 23 October 2026, 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.
LOCATION OF MEETING
BHAGWAN MARINE LIMITED | 2026 NOTICE OF ANNUAL GENERAL MEETING Pag 6 of 33
Participating at the AGM
The 2026 Annual General Meeting (AGM) of Bhagwan
Marine Limited’s (Bhagwan or the Company) will be held
at 10:30am (Perth time) on Friday, 23, October 2026, at
the office of Clayton Utz, Level 27, QV.1 Building 250 St
Georges Terrace, Perth, Western Australia 6000.
If it becomes necessary to make alternative arrangements
for holding the AGM, the Company will give Shareholders
as much notice as practicable.
Shareholders will not be able to attend online or virtually
on this occasion.
How to Submit Your Vote in Advance of the Meeting
Shareholders may appoint a proxy to vote on their behalf
through the voting website:
https://portal.automic.com.au/investor/home
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
Wednesday, 21 October 2026.
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 16 October 2026. 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.
How to Vote at the AGM
Eligibility to Vote
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 Wednesday, 21 October 2026.
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”.
All Resolutions will be Conducted by Poll
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.
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
Automic Group (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.automicgroup.com.au/investor-
services/how-do-i-appoint-a-corporate-representative
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 | 2026 NOTICE OF ANNUAL GENERAL MEETING Pag 7 of 33
Online: All Shareholders can appoint a proxy to vote on
their behalf online at:
https://portal.automic.com.au/investor/home
Shareholders who elected to receive their Notice of
Meeting electronically will have received an email with a
link to the online voting platform.
Your Proxy Form will be deemed to have been signed if it is
lodged in accordance with the instructions given on the
website.
All other Shareholders will receive a letter by direct mail
with instructions on how to vote online.
To take effect, the proxy appointment must be received
by the Share Registry no later than 10:30am (Perth time)
on Wednesday, 21 October 2026.
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 288 664 (within
Australia) or +61 2 9698 5414 (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 Wednesday, 21
October 2026. The Proxy Form and authority must be
returned as set out below:
By post:
Automic
GPO Box 5193
Sydney NSW 2001, or
In Person:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
By facsimile to: Automic Group on +61 2 8583 3040
By email: meetings@automicgroup.com.au
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, 4 and 5 relate to the remuneration of KMP.
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, 4 or 5 (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,
4 or 5 (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), Resolution 3 (Employee
Incentive Awards Plan) and Resolutions 4, 5, 6 and 7 (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 10.
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 | 2026 NOTICE OF ANNUAL GENERAL MEETING Pag 8 of 33
Notice of 2026 Annual General Meeting
Notice is hereby given that the 2026 Annual General Meeting of Shareholders of
Bhagwan Marine Limited will be held on Friday, 23 October 2026, 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
FY26 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
2026. No vote is required on this item.
Resolution 1 - Adoption of the Remuneration Report
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 2026 be adopted.”
A voting exclusion applies to this Resolution (see page 10).
The vote on this Resolution is advisory only and does not
bind the Directors or the Company.
Resolution 2 - Re-Election of Mr Andrew Wackett as a
Director
To consider and, if appropriate, pass the following as an
ordinary resolution:
“That Mr Andrew Wackett, 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 – Approval of Employee Incentive Awards
Plan
To consider and, if appropriate, pass the following as an
ordinary resolution:
“That, for the purpose of ASX Listing Rule 7.2, Exception 13,
section 260C(4) of the Corporations Act, and for all other
purposes, Shareholders approve the issue of securities
under the Employee Incentive Awards Plan on the terms
described in the Explanatory Statement that forms part of
the Notice of Meeting.”
A voting exclusion applies to this Resolution (see page 10).
Resolution 4 - Issue of Performance Rights to the
Managing Director and CEO, Mr Loui Kannikoski
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 674,788
Performance Rights under the Employee 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 10).
Resolution 5 - 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, for the purpose of ASX Listing Rule 10.14 and for all
other purposes, approval is given to issue 457,590
Performance Rights under the Employee 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 10).
Resolution 6 - Issue of Performance Rights to the
GM Corporate Services, Ms Kerren Kannikoski
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 238,356
Performance Rights under the Employee 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.”
A voting exclusion applies to this Resolution (see page 10).
BHAGWAN MARINE LIMITED | 2026 NOTICE OF ANNUAL GENERAL MEETING Pag 9 of 33
Notice of 2026 Annual General Meeting 2026 continued
Resolution 7 - Issue of Performance Rights to the
GM WA Operations, Mr Tom Kannikoski
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 215,154
Performance Rights, as long-term incentives, under the
Employee 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 10).
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
26.
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
18 September 2026
BHAGWAN MARINE LIMITED | 2026 NOTICE OF ANNUAL GENERAL MEETING Pag 10 of 33
Voting Exclusion Statements
The following voting exclusions apply to Resolution 1 (Adoption
of Remuneration Report), Resolution 3 (Employee Incentive
Awards Plan) and Resolutions 4, 5, 6 & 7 (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 2026, 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.
Resolution 3 – Approval of Employee Incentive Awards Plan
Voting exclusion statement: The Company will disregard any
votes cast on Resolution 3:
a) by or on behalf of a person who is eligible to participate in
the Employee Incentive Awards Plan; or
b) an associate of those persons,
unless the vote is cast by:
c) a person as proxy or attorney for another person entitled
to vote on Resolution 3 in accordance with directions given
to the proxy or attorney to vote on Resolution 3 in that
way;
d) the Chair of the Meeting as proxy or attorney for a person
entitled to vote on Resolution 3, in accordance with a
direction given to the Chair to vote on Resolution 3 as the
Chair decides; or
e) 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 they are not excluded from voting, and are
not an associate of a person excluded from voting, on
Resolution 3; and
(ii) the holder votes on Resolution 3 in accordance with
directions given by the beneficiary to the holder to
vote in that way.
Resolutions 4, 5 and 6 - 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 4, 5 and 6 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 Employee Incentive Awards Plan, or any of their associates.
Voting exclusion statement: The Company will disregard any
votes cast in favour of Resolutions 4, 5 and 6 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 Employee Incentive Awards Plan, or any of their associates.
However, this does not apply to a vote cast in favour of
Resolutions 4, 5 and 6 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 voteon 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.
Resolution 7 - 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 7 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 7 or any associate of any such person.
However, the Company will not disregard a vote cast in favour of
Resolution 7 by:
a) a person acting as proxy or attorney for a person who is
entitled to vote on Resolution 7, in accordance with
directions given to the proxy or attorney to vote on
Resolution 7 in that way;
b) the Chair of the Meeting as proxy or attorney for a person
who is entitled to vote on Resolution 7, in accordance with
a direction given to the Chair of the Meeting to vote on
Resolution 7 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 7; and
(ii) the holder votes on Resolution 7 in accordance with
directions given by the beneficiary to the holder to vote in
thatway.
BHAGWAN MARINE LIMITED | 2026 NOTICE OF ANNUAL GENERAL MEETING Pag 11 of 33
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 26.
FY26 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 2026 (FY26) will be put before the
Annual General Meeting. These reports are contained
within the Company’s 2026 Annual Report.
The Company’s 2026 Annual Report is available at:
https://investors.bhagwanmarine.com/presentations-and-
reports
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 2026. Such
questions must be received by no later than 16 October
2026. The Auditor is not required to provide written
answers.
The Corporations Act does not require a formal resolution
on this matter.
Resolution 1 – Adoption of the Remuneration Report
In accordance with section 250R of the Corporations Act,
Shareholders are asked to consider and vote on the
adoption of the Remuneration Report for the year ended
30 June 2026, as presented on pages 55 to 69 of the
Company’s
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