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MLN – Notice of Meeting of Shareholders – 14 November 2017

AGM19 October 2017MLNFinancials

THE BUSINESS OF THE MEETING WILL BE:
1. Annual Report

To receive the annual report for the year ended 30 June 2017.

2. Election of Director

To re-elect Andy Coupe as a director of Marlin Global. Andy Coupe retires by rotation in accordance with the

company’s constitution and being eligible, offers himself for re-election. The Board supports the re-election of Andy

Coupe as an independent director.

(See Explanatory Note 1 for biographical detail.)

3. Auditor Remuneration

To authorise the Board of Directors to fix the remuneration of the auditor for the ensuing year.

4. General Business

To consider any other business that may properly be submitted to an annual meeting.

In each case, the resolutions of the meeting are ordinary resolutions, to be approved by a simple majority of the votes of

shareholders entitled to vote and voting.

The Board of Marlin Global recognises that the Annual Meeting of Shareholders is an important forum at which

shareholders can meet the Board. We welcome your input and encourage you to submit any questions you may have in

writing prior to the meeting to:

Marlin Global Limited

Private Bag 93502, Takapuna, Auckland 0740

Phone +64 9 484 0365

enquire@marlin.co.nz


The Ellerslie Event Centre is situated at 80-100 Ascot Ave, Greenlane.

Car parking is provided at the venue.

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

Notice is hereby given that an Annual Meeting of Shareholders of Marlin Global Limited

(“Marlin Global” or “the company”) will be held in Guineas Room 1, Ellerslie Event Centre,

Greenlane, Auckland on Tuesday 14th November 2017 at 10:30am.

PROCEDURAL NOTES
1. A shareholder may attend the meeting and vote or may appoint a proxy to attend the meeting and vote in place of

the shareholder.

2. A proxy need not be a shareholder of the company. The Chair of the Meeting is prepared to act as proxy. Any

undirected votes in respect of a resolution, where the Chair is appointed as a proxy, will be voted in favour of the

relevant resolution, other than when he or she is prohibited from voting on that resolution.

3. If you wish to appoint a proxy you should complete the proxy form which is enclosed with this notice of meeting.

Proxy forms must be returned to the office of Marlin Global’s share registrar, Computershare Investor Services

Limited, either by fax to 64 9 488 8787, by delivery to Level 2, 159 Hurstmere Road, Takapuna, Auckland or by mail

to Private Bag 92119, Auckland 1142 so as to be received not later than 10.30am on Sunday 12 November 2017.

EXPLANATORY NOTE 1 – ELECTION OF DIRECTOR

Andy Coupe LLB

Independent Director

Term of Office

Andy Coupe was first appointed to the Marlin Global board on 1 March 2013 and last

elected at the 2013 Annual Meeting.

Board Committees

Chair of the Investment Committee

Member of the Audit & Risk Committee

Member of the Remuneration & Nomination Committee

Biography

Andy Coupe has extensive commercial and capital markets experience having worked in a number of sectors within

the financial markets over the last 30 years. Andy was formerly a consultant in investment banking at UBS New Zealand

Limited, where his role principally encompassed equity capital markets, involving numerous initial public offerings and

secondary market transactions, and takeover transactions. Andy is Chair of Farmright, Solid Energy New Zealand

and the New Zealand Takeovers Panel. He is Deputy Chair of Television New Zealand and also a director of Kingfish,

Barramundi, Gentrack Group, Briscoes Group and Coupe Consulting. Andy is a chartered member of the New Zealand

Institute of Directors. Andy’s principal place of residence is Hamilton.

The Board of the Company considers that Andy Coupe will be an Independent Director for the purposes of the NZX Main

Board Listing Rules if re-elected to the Board. The Board supports the re-election of Andy Coupe.

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Annual Meeting of Shareholders of Marlin Global Limited
Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland

Tuesday 14 November 2017 at 10:30am

Go online to vote, or turn over to complete the form

Lodge your vote

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

Your secure access information

Control Number: CSN/Securityholder Number:

PLEASE NOTE: For security reasons it is important that you keep your CSN/Securityholder Number confidential. To vote online

you will need the above Control Number, your CSN/Securityholder Number and postcode (or country of residence if you reside

outside of New Zealand).

Proxy/Voting Form/Admission Card

Vote online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your vote to be effective it must be received by 10:30am on Sunday 12 November 2017.

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

Where the holding is in more than one name, all of the shareholders must sign.

Power of Attorney

If the form is signed under a power of attorney, a certificate of non-revocation

must be completed and a certified copy of the power of attorney must be

produced to the company unless it has already been noted by the company.

Companies

A corporation may sign under the hand of a duly authorised officer.

Mailing Instructions

If mailing the proxy form from within New Zealand, use the enclosed reply

paid envelope.

If mailing the proxy form from outside New Zealand, affix the necessary

postage from the country of mailing.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

1) As a shareholder you may attend the meeting and vote, or you may appoint a

proxy to attend the meeting and vote on your behalf. A proxy can be any

person of the shareholder’s choice and does not have to be a shareholder.

2) The Chair of the meeting, or any other Director, is willing to act as proxy for any

shareholder who wishes to appoint him or her for that purpose. Any undirected

votes in respect of a resolution, where the Chair or any other Director is

appointed proxy, will be voted in favour of the relevant resolution, other than

when he or she is prohibited from voting on that resolution.

3) To appoint a proxy, please enter the name of your proxy in the space allocated

in ‘Step 1’ overleaf of this form. If you do not name a person as your proxy or

your named proxy does not attend the meeting, the Chair will be appointed

your proxy and may only vote in accordance with your express direction.

Voting of your holding

Direct your proxy how to vote or give the proxy discretion as to how to vote on

the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION

box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the

proxy shall act on a resolution the proxy will exercise the proxy’s discretion as to

whether to vote and, if so, how.

If you propose to ATTEND the Annual Meeting:

Bring this admission card, proxy form and voting instructions/ballot paper to the

share registry at the entrance to the meeting.

If you do NOT propose to attend the Annual Meeting:

Please complete and sign the proxy and voting instruction sections in ‘Step 1’

and ‘Step 2’ overleaf of this form, sign the form and return it to the share

registrar.

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf

STEP 1

hereby appointof

or failing him/herof

I/We being a shareholder/s of Marlin Global Limited

ATTENDANCE SLIP

Annual Meeting of Shareholders of Marlin Global Limited to

be held in Guineas Room 1, Ellerslie Event Centre, Greenlane,

Auckland on Tuesday 14 November 2017 at 10:30am.

Signature of Securityholder(s) This section must be completed.

SIGN

or Sole Director and Sole Company Secretaryor Directoror Director/Company Secretary

Securityholder 1Securityholder 2Securityholder 3

Contact Name Contact Daytime Telephone Date

Proxy

Discretion

Items of Business - Voting Instructions/Ballot Paper

STEP 2

Please note: Instruct your proxy to vote by placing an “X” in the relevant box. If you want your proxy to decide how to vote on that resolution, please mark

the box “Proxy Discretion”. If you mark the “Abstain” box for an item, you are directing your proxy not to vote on your behalf on a show of hands as a poll

and your votes will not be counted in computing the required majority.

Resolutions to:

1. Re-elect Andy Coupe as a Director of Marlin Global Limited

2. Authorise the Board of Directors to fix the remuneration of the auditor for the ensuing year


For

Against

Abstain

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders of

Marlin Global Limited to be held in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland on Tuesday 14 November 2017 at 10:30am and at any adjournment

of that meeting, and to vote on any resolutions to amend any of the resolutions, on any resolution so amended and on any other resolution proposed at the Annual Meeting (or

any adjournment of that Annual Meeting) so as to give effect to my/our intention as set out below where possible.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.