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Taylor Maritime Limited

AGM Information Aug 6, 2025

10835_agm-r_2025-08-06_dc0f23ba-f9bf-4c7d-99ff-ae0cc7dcc7a0.pdf

AGM Information

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When considering what action you should take, you are recommended immediately to seek your own personal financial advice from an appropriately qualified independent adviser authorised under the Financial Services and Markets Act 2000.

If you have disposed of all your Ordinary Shares in the Company, please pass this document together with the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker or other agent through whom you made the disposal for onward transmission to the purchaser or transferee.

TAYLOR MARITIME LIMITED

(a non-cellular company incorporated with limited liability under the laws of Guernsey with registered number 69031)

Notice of Annual General Meeting

Notice of the Annual General Meeting to be held at Level 5 St Julian's Court, St Julian's Avenue, Saint Peter Port, Guernsey, GY1 1WA on 4 September 2025 at 10.00 a.m. is set out at the end of this document.

Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the Annual General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar as soon as possible and, in any event, so as to arrive by no later than 10.00 a.m. on 2 September 2025.

If you plan on attending the AGM in person, we would ask that you register your intention to do so in advance for logistical and security reasons at [email protected].

(a non-cellular company incorporated with limited liability under the laws of Guernsey with registered number 69031)

Directors: Henry Strutt (Board Chair) Level 5 Edward Buttery (CEO) St Julian's Court Trudi Clark (Senior Independent Director) St Julian's Avenue Alexander Slee (Deputy CEO) St Peter Port Yam Lay Tan (CFO) Guernsey Camilla Pierrepont (Executive Director) GY1 1WA Sandra Platts Charles Maltby Rebecca Brosnan Gordon French

Registered Office:

6 August 2025

Dear Shareholder,

1 Introduction

I am pleased to inform you that the fourth annual general meeting ("AGM") of Taylor Maritime Limited (the "Company") will be held at 10.00 a.m. on 4 September 2025 at Level 5 St Julian's Court, St Julian's Avenue, Saint Peter Port, Guernsey, GY1 1WA (the "AGM"). The notice of the AGM is set out on pages 3 and 4 of this document.

In addition to the ordinary business of the AGM, resolutions are being proposed to authorise the Company to buy back its own Ordinary Shares and to authorise the Company to issue further Ordinary Shares. Details of the ordinary and special business to be proposed at the AGM are set out in the attached notice, and in the explanatory notes on pages 4 and 5 of this document. All holders of Ordinary Shares are entitled to attend and vote at the AGM.

2 Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use at the AGM.

Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Company's Registrar, Computershare, or deliver it by hand during office hours only to the same address so as to be received as soon as possible and in any event by no later than 10.00 a.m. on 2 September 2025.

Shareholders are welcome to attend the AGM in person or to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon and in this document. Shareholders are strongly urged to appoint the Chairman of the AGM as their proxy to vote on their behalf. If you appoint someone else (other than the Chairman of the AGM) to be your proxy, this may result in your vote not being counted if your proxy is unable to attend the AGM. Shareholders are also invited to direct any questions to the Company Secretary by emailing [email protected].

3 Recommendation

Members are requested to submit their votes in respect of all of the resolutions proposed in this Notice of AGM. Information as to how to vote can be found in the Notes below or contained in the notes to the Form of Proxy, which accompanies this Notice of AGM.

The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Shareholders as a whole and recommends to shareholders to vote in favour of the resolutions proposed at the AGM. The directors intend to vote their personal shareholdings in favour of all resolutions proposed.

Yours faithfully

Henry Strutt Board Chair

Notice of Annual General Meeting Taylor Maritime Limited

(a non-cellular company incorporated with limited liability under the laws of Guernsey with registered number 69031)

Level 5, St Julian's Avenue, St Julian's Court, St Peter Port, Guernsey, GY11 WA Tel: +44 20 3838 0530 Email: [email protected]

NOTICE IS HEREBY GIVEN that the fourth annual general meeting ("AGM") of Taylor Maritime Limited (the "Company") will be held at Level 5 St Julian's Court, St Julian's Avenue, Saint Peter Port, Guernsey, GY11WA on 4 September 2025 at 10.00 a.m. for the transaction of the following business:

ORDINARY BUSINESS

To consider and, if thought fit, pass the following resolutions, each of which will be proposed as an ordinary resolution:

    1. To receive the Financial Statements and Directors' Report for the year ended 31 March 2025.
    1. To approve the Directors' Remuneration Policy as outlined in the Annual Report to 31 March 2025.
    1. To approve the Directors' Remuneration Report for the year ended 31 March 2025.
    1. THAT Henry Strutt be re-elected as a Director of the Company.
    1. THAT Edward Buttery be re-elected as a Director of the Company.
    1. THAT Trudi Clark be re-elected as a Director of the Company.
    1. THAT Charles Maltby be re-elected as a Director of the Company.
    1. THAT Rebecca Brosnan be re-elected as a Director of the Company.
    1. THAT Gordon French be re-elected as a Director of the Company.
    1. THAT Alexander Slee be re-elected as a Director of the Company.
    1. THAT Yam Lay Tan be re-elected as a Director of the Company.
    1. THAT Camilla Pierrepont be re-elected as a Director of the Company.
    1. THAT Deloitte LLP (the "Auditors"), who have indicated their willingness to continue in office, be re-appointed as Auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the Company.
    1. THAT the Directors be authorised to determine the remuneration of the Auditors for their next period of office.
    1. THAT the Company's dividend policy be approved.

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions which will be proposed as extraordinary resolutions:

    1. THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") to make market acquisitions (as defined in the Law) of its ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), provided that:
    2. a. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is such number as represents 14.99% of the Ordinary Shares in issue immediately following the passing of this resolution;
    3. b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 US\$ cent;
    4. c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) 5% above the average market value of an Ordinary Share for the five business days prior to the day the purchase is made and (ii) the value of an Ordinary Share calculated on the basis of the higher of the price quoted for the last independent trade and the highest independent bid for any number of the Ordinary Shares on the trading venue where the purchase is carried out;
    5. d. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2026 or 15 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time; and
    6. e. the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract.
    1. THAT the Directors of the Company be and are hereby empowered to issue the following shares in the Company or rights to subscribe for such shares in the Company for cash as if the pre-emption provisions contained under Article 8 of the Company's articles of incorporation did not apply to any such issues provided that this power shall be limited to the issue of the below-mentioned shares or of rights to subscribe for the below-mentioned shares:
    2. (i) up to a maximum number of 33 million Ordinary Shares;

that such power shall expire on the earlier of the conclusion of the next annual general meeting of the Company or on the expiry of 15 months from the passing of this Resolution except that the Company may before such expiry make offers or agreements which would or might require Ordinary Shares or rights to subscribe for such shares in the Company to be issued after such expiry and notwithstanding such expiry the Directors may issue Ordinary Shares or rights to subscribe for such shares in the Company in pursuance of such offers or agreements as if the power conferred hereby had not expired.

BY ORDER OF THE BOARD Level 5, St Julian's Court Matt Falla St Julian's Avenue Company Secretary6 August 2025 St Peter Port

St Peter Port Guernsey GY1 1WA

Explanatory Notes

Resolutions 4 to 12: Election of Directors

Resolutions 4 to 12, which are ordinary resolutions, propose the re-election of each of the Directors of the Company in accordance with the UK Corporate Governance Code ("UK Code") and the requirement in the Company's Articles that all Directors are subject to annual re-election.

As explained in the Chairman's Statement of the annual report and audited consolidated financial statements for the year ending 31 March 2025 (the "Annual Report"), Mrs. Sandra Platts notified the Company that she will not stand for re‑election by shareholders and will retire at the 2025 AGM.

Having reviewed the performance of the Board and the leadership needs of the Company, the Board believes that each of the existing Directors seeking re-election should continue in their role as they bring a breadth of current and relevant business expertise to the Board. The Board remains satisfied that the individual contributions of each of the current Directors are, and would continue to be, important to the Company's long-term sustainable success. Biographical details for each of the current Directors standing for election and details of their individual contributions to the operation of the Board during the year are contained in the Annual Report.

Resolutions 13 and 14: Re-appointment and remuneration of the auditors

Deloitte LLP was appointed as the Company's external auditor on 6 December 2023. During the period under review the Audit and Risk Committee assessed the effectiveness of the External Auditor and their independence of the Company and its Directors and was satisfied that the audit process was performed to a high standard, and that there were no circumstances likely to impair the External Auditor's continued independence. Accordingly, the Directors are recommending the re-appointment of Deloitte LLP as external auditor.

Resolution 15: Approval of dividend policy

Under the Articles, the Board is authorised to approve the payment of interim dividends without the need for the prior approval of the Company's shareholders. Having regard to corporate governance best practice relating to the payment of interim dividends, the Board has decided to seek express approval from shareholders of its dividend policy which is to pay four interim dividends per year (excluding special dividends).

Resolution 16: Market acquisitions

This resolution gives the Company authority to make market acquisitions of the Company's own Ordinary Shares, up to a maximum of 14.99% per annum of the Company's Ordinary Shares in issue (as at the time immediately following the passing of the resolution) and subject to minimum and maximum purchase prices as set out in parts b. and c. of resolution 16. This authority will only be invoked if, after taking proper advice, the Directors consider that benefits will accrue to shareholders generally.

Pursuant to the Companies (Guernsey) Law, 2008 as amended, companies are permitted to hold shares acquired by way of a repurchase in treasury, rather than having to cancel them. The Directors may use the authority to purchase shares and hold them in treasury (and subsequently sell or transfer them out of treasury as permitted in accordance with legislation) rather than cancel them, subject to institutional guidelines applicable at the time.

The Board intends only to make purchases of the Company's own Ordinary Shares in circumstances where doing so would be accretive to existing shareholders. The Board only intends to undertake purchases after careful consideration and in consultation with advisers to ensure that doing so would benefit long-term shareholders.

Resolution 17: Authority to issue Ordinary Shares and Disapplication of pre-emption under the Articles

The Articles require that the Company shall not issue Ordinary Shares, nor sell them from treasury, for cash on any terms without first making an offer to existing holders. However, business opportunities may arise where the Directors require the flexibility to finance the transaction through the issue of Ordinary Shares without a pre-emptive offer to existing shareholders which can only be possible if shareholders have granted a limited waiver of their pre-emption rights. Accordingly, Resolution 17 provides the authority to the Directors to allot Ordinary Shares for cash without first offering them to existing holders on a pro rata basis, up to a limit of 10% of the number of Ordinary Shares in issue immediately following the passing of this resolution. The Directors only intend to use the authority to issue Ordinary Shares pursuant to the authority granted by resolution 17 to take advantage of market opportunities as they arise and if they believe it would be advantageous to the Company's shareholders to do so.

Notes to the Notice of AGM

    1. A shareholder is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not also be a shareholder of the Company.
    1. Shareholders will find enclosed a form of proxy for use in connection with the AGM (and any adjournment). The form of proxy should be completed in accordance with the instructions. To be valid, the form of proxy (together with the power of attorney or other authority, if any, under

which it is executed or a notarially certified copy of such power or authority) must be deposited at the offices of the Company's registrars at the following address:

Computershare Investor Services (Guernsey) Limited (the "Registrar") c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by email: #UKCSBRS.ExternalProxyQueries@ computershare.co.uk by 10.00 a.m. on 2 September 2025. Where a form of proxy is given by email the power of attorney or other authority, if any, under which it is executed or a notarially certified copy of such power or authority must be deposited at the offices of the Company's Registrars at the above address by the appointed time. A space has been included in the form of proxy to allow shareholders to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the form of proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrar, on their helpline number: 0370 707 4040 from within the UK or on +44 370 707 4040 if calling from outside the UK for additional forms of proxy, or you may photocopy the form of proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of ordinary shares in the Company in respect of which the proxy is appointed. All forms of proxy should be returned together in the same envelope.

    1. Shareholders can also vote online at www.investorcentre. co.uk/eproxy using your unique Control Number and PIN set out in the enclosed Proxy Form.
    1. In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior will be accepted, seniority being determined in the order in which the names appear on the register of shareholders of the Company.
    1. The quorum for the AGM shall be two or more members present in person or by proxy and holding 5% or more of the voting rights available at such meeting. To allow effective constitution of the meeting, if it is apparent to the chair that no shareholders will be present in person or by proxy, other than by proxy in the chair's favour, then the chair may appoint a substitute to act as proxy in his stead for any shareholder, provided that such substitute proxy shall vote on the same basis as the chair.
    1. The total issued share capital of the Company as at the date of this Notice of AGM is 330,215,878 Ordinary Shares. Pursuant to the Articles, on a show of hands every member (being an individual) present in person or by proxy or (being a corporation) present by a duly authorised representative shall have one vote on a show of hands, and one vote per Ordinary Share on a poll (other than the Company itself where it holds its own shares as treasury shares). As at the date of this Notice of AGM, there are no outstanding warrants and/or options to subscribe for Ordinary Shares and there are no treasury shares in issue.
    1. An ordinary resolution of the members (or of a class of members) of the Company means a resolution passed by a simple majority.
    1. A special resolution of the members (or of a class of members) of the Company means a resolution passed by a majority of not less than 75%.
    1. An extraordinary resolution of the members (or of a class of members) of the Company means a resolution passed by a majority of not less than 75%.
    1. A corporate shareholder may by resolution of its board or other governing body, authorise such person or persons as it thinks fit to act as its representative at the AGM. Where a person is authorised to represent a corporate shareholder, he may be required to produce a certified copy of the resolution from which he derives his authority.
    1. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at 6.00 p.m. on 2 September 2025 or, in the event of any adjournment, at 6.00 p.m. on the date which is two days before the time of the adjourned meeting. Changes to entries on the register of shareholders after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
    1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM (and any adjournments thereof) by utilising the procedures described in the CREST manual (the "CREST Manual"). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service providers, who will be able to take the appropriate action on their behalf.
    1. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Registrar, by the latest time for receipt of proxy appointments specified in this notice of AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
    1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST members is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 34 of the Uncertificated Securities (Guernsey) Regulations 2009.
  • Unless otherwise requested, the Annual Report will not be posted to shareholders but has been published on the Company's website: https://www.taylormaritime.com/ investor-centre/financial-esg-reports/.

Registered Office

Level 5 St Julian's Court St Julian's Avenue St Peter Port Guernsey GY1 1WA

www.taylormaritime.com

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