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Marlin Global Annual Report and Section 209C provided

Annual Report20 September 2018MLNFinancials

ANNUAL REPORT
30 JUNE 2018

MARLIN GLOBAL LIMITED

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2018

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03About Marlin

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

19Marlin Portfolio Stocks

28Board of Directors

29Corporate Governance Statement

35Directors’ Statement of Responsibility

36Financial Statements Contents

53Independent Auditor’s Report

57Shareholder Information

59Statutory Information

61Glossary

63Directory

CONTENTS

Alistair Ryan / Chair Carmel Fisher / Director

This report is dated 21 September 2018 and is

signed on behalf of the Board of Marlin Global

Limited by Alistair Ryan, Chair, and Carmel

Fisher, director.

CALENDAR

Next Dividend Payable

28 September 2018

Annual Shareholders’

Meeting, Ellerslie Event

Centre, Auckland 10:30am

31 October 2018

Interim Period End

31 December 2018

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ABOUT MARLIN GLOBAL

INVESTMENT OBJECTIVES

INVESTMENT APPROACH

Marlin Global Limited (“Marlin” or “the company”) is a listed investment company

that invests in quality, growing companies based outside New Zealand and Australia.

The Marlin portfolio is managed by Fisher Funds Management Limited (“Fisher

Funds” or “the Manager”), a specialist investment manager with a track record of

successfully investing in quality, growth companies. Marlin listed on NZX Main Board

on 1 November 2007 and may invest in companies that are listed on any approved

stock exchange (excluding New Zealand or Australia) or unlisted companies not

incorporated in New Zealand or Australia.

The investment philosophy of Marlin is summarised by the following broad principles:

• invest as a medium to long-term investor exiting only on the basis of a fundamental

change in the original investment case;

• invest in companies that have a proven track record of growing profitability; and

• construct a diversified portfolio of investments, based on the ‘STEEPP’ investment

criteria (see page 18).

The key investment objectives of Marlin are to:

• achieve a high real rate of return, comprising both income and capital growth,

within risk parameters acceptable to the directors; and

• provide access to a diversified portfolio of international quality, growth stocks

through a single tax efficient investment vehicle.

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During the year ended 30 June 2018 (cents per share)

DIVIDENDS PAID

29 September 2017

22 December 2017

29 March 2018

29 June 2018

1.83

cps

1.87

cps

1.93

cps

1.96

cps

AT A GLANCE

For the 12 months ended 30 June 2018

Net profit

$

23.8m

Total shareholder

return

+21.5

%

Adjusted NAV return

+23.2

%

As at 30 June 2018

Share price

$

0.86

NAV per share

$

1.02

Adjusted NAV

per share

$

2.00

MARLIN GLOBAL LIMITED
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PayPal

6

%

Alphabet

7

%

Alibaba

Group

5

%

TJX

Companies

5

%

Essilor

5

%

LARGEST INVESTMENTS

As at 30 June 2018

As at 30 June 2018

SECTOR SPLIT

Information Technology 33%

Healthcare 23%

Consumer 22%

Industrials 10%

Financials 8%

Energy 2%

The portfolio also holds cash.

Alistair Ryan
Chair

DIRECTORS’ OVERVIEW

“Marlin’s investment

strategy of focusing

on quality, growing

companies proved

rewarding”

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We are pleased to report that Marlin has
delivered another strong result for shareholders

for the 2018 financial year, returning 23.2%

1

on

an after fees and tax basis, well ahead of its

benchmark

2

which rose 17.1%.

Global markets gained again in the 12 months to

30 June 2018, with the MSCI World Index up 9%. The

US market led the way with strong economic growth,

low unemployment and President Trump’s corporate

tax cuts supporting the 12% gain in the S&P 500

Index. Despite gains for the year, there was significant

turbulence along the way. Market jitters in February and

March were caused by trade tensions and concerns

regarding increasing interest rates and inflation. In this

environment Marlin’s investment strategy of focusing

on quality, growing companies proved rewarding. The

strong investment returns in 2018 translated to an

excellent net profit result of $23.8m.

Shareholders experienced a strengthening share price

over the 2018 financial year with the share price rising

seven cents. Although delivering an adjusted NAV

return of 23.2% for the 12 months to 30 June 2018, the

share price discount to NAV widened to 13.7% as at 30

June 2018. As a result, total shareholder return which

includes the change in share price, dividends paid per

share and the impact of warrants was 21.5% for the

2018 period, (2017: 9.1%).

Revenues and Expenses

The 2018 net profit result comprised gains on

investments of $25.8m, dividend and interest income

of $0.8m, other income of $2.1m (a result of a refund

of GST and related use of money interest) and, a

small tax benefit of $0.1m, less operating expenses of

$5.0m. Fisher Funds was paid a performance fee of

$2.7m for the portfolio’s performance, consistent with

the terms of the Management Agreement. Operating

expenses were $1.1m higher than the corresponding

period mainly due to a larger performance fee being

earned by the Manager.

Capital Management

Marlin continues to distribute 2.0% of average net asset

value per quarter. For the 12 months to 30 June 2018,

7.59 cents per share paid in dividends, and the next

dividend will be 2.05 cents per share to be paid on 28

September 2018 with a record date of 13 September

2018. Marlin continues to offer its dividend reinvestment

plan where shareholders are able to reinvest all or part

of any cash dividends in fully paid ordinary shares.

Share buybacks present an opportunity to enhance

shareholder value and are utilised when the share price

to NAV is sufficiently deep. During the 2018 financial

year, Marlin took advantage of the increasing discount

and acquired approximately 3.8m shares on market

under the buyback programme. Shares acquired under

the buyback programme are held as treasury stock and

reissued under the dividend reinvestment plan

3

.

Earlier this year a new warrant issue was announced

as part of Marlin’s capital management programme.

Eligible shareholders who held Marlin shares on 1 May

2018 were issued one warrant for every four Marlin

shares held. Warrants give holders the right, but not

the obligation, to purchase additional shares in Marlin

at a pre-determined exercise price. The offer also

aims to raise additional funds for investment in Marlin’s

portfolio so as to improve operational efficiency. The

exercise price is $0.83, which will be adjusted down for

dividends declared, and the final exercise price will be

announced in March 2019. The exercise date is 12 April

2019. Warrants are currently quoted on the NZX Main

Board under the ticker code ‘MLNWC’.

Conclusion

2018 was another successful year for Marlin and

we look forward to discussing performance and

the portfolio with shareholders in more depth at the

upcoming Annual Shareholders’ Meeting which will

be held on Wednesday 31 October at 10.30am at the

Ellerslie Event Centre in Auckland.

All shareholders are encouraged to attend the Annual

Shareholders’ Meeting, with those who are unable to

attend invited to cast their vote on resolutions prior to

the meeting.

We would like to thank shareholders for your

continued support of Marlin and look forward to

meeting many of you.

On behalf of the board,

Alistair Ryan / Chair

Marlin Global Limited

21 September 2018

1

Adjusted NAV return

2

S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZD)

³ To participate in the dividend reinvestment plan, a completed participation notice must be received by Marlin before the

next record date. Full details of the dividend reinvestment plan can be found in the Marlin Dividend Reinvestment Plan Offer

Document, a copy of which is available at www.marlin.co.nz/investor-centre/capital-management-strategies/

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DIRECTORS' OVERVIEW CONTINUED
Company Performance

For the year ended 30 June 201820172016201520145 years

(annualised)

Total Shareholder Return21.5%9 .1%(0.3%)14.6%28.5%14.2%

Adjusted NAV Return23.2%16.8%(6.7%)15.4%11. 9 %11.6%

Dividend Return9.6%8.6%8.6%8.9%10.4%

Net Profit $23.8m$15.7m($6.9m)$14.7m$11.1m

Basic Earnings per Share20.20cps13.51cps-6.22cps13.56cps10.46cps

OPEX ratio4.2%3.8%1.5%3.5%3.0%

OPEX ratio (before performance fee)1.8%2.1%1.5%2.2%2.2%


As at 30 June20182017201620152014

Audited NAV$1.02$0.89$0.83$0.97$0.91

Adjusted NAV$2.00$1.62$1.39$1.49$1.29

Share price$0.86$0.79$0.79$0.87$0.83

Warrant price$0.06-$0.004--

Share price discount to NAV¹13.7%11. 2 % 4.8% 10.3%8.8%


Portfolio Performance

For the year ended 30 June201820172016201520145 years

(annualised)

Gross Performance Return26.6%22.4%(3.8%)19.9%16.0%15.7%

Blended Index ²17.1%19.2%(3.9%)31.6%12.5%14.7%

Performance fee hurdle³7. 0 %7. 2 %7. 9 %8.7%7. 8 %

NB: All returns have been reviewed by an independent actuary.

¹ Share price discount to NAV (including warrant price on a pro-rated basis)

² Blended index: World Small Cap Gross Index until 30 September 2015 & S&P Large Mid Cap/S&P Small Cap Index (hedged

50% to NZD) from 1 October 2015. Returns shown gross in NZ dollar terms.

³ The performance fee hurdle is the Benchmark Rate (NZ 90 Day Bank Bill Index +5%)

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Total Shareholder Return
June

2007

June

2008

June

2009

June

2010

June

2011

June

2012

June

2014

June

2013

Share Price/Total Shareholder Return

June

2015

$

1.00

$

1.20

$

0.80

$

0.60

$

0.40

$

1.60

$

0.20

$

0.00

$

1.40

June

2016

June

2018

$

2.00

$

1.80

June

2017

Share Price Total Shareholder Return

Non-GAAP Financial Information

Marlin uses the following non-GAAP measures:

• adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation

decisions after fees and tax,

• adjusted NAV return – the net return to an investor after fees and tax,

• gross performance return – the Manager’s portfolio performance in terms of stock selection and currency

hedging before fees and tax,

• total shareholder return – the return to an investor who reinvests their dividends, and if in the money, exercises

their warrants at warrant maturity date for additional shares,

• OPEX ratio – the percentage of Marlin’s assets used to cover operating expenses, excluding tax and

brokerage, and

• dividend return – how much Marlin pays out in dividends each year relative to its share price.

All references to the above measures in this Annual Report are to such non-GAAP measures. The calculations

applied to non-GAAP measures are described in the Marlin Non-GAAP Financial Information Policy and in the

Glossary on page 61. A copy of the policy is available at http://marlin.co.nz/about-marlin/marlin-policies/.

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“We are pleased
the Marlin portfolio

outperformed its

global benchmark

and delivered strong

double-digit returns

for the year”

Ashley Gardyne

Senior Portfolio Manager

MANAGER’S REPORT

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Marlin had another solid year in 2018, supported by buoyant equities markets and the strong
performance by a number of long-term holdings including MasterCard, PayPal, Alibaba and

Alphabet. Marlin’s portfolio returned 26.6% before fees and tax¹ for the year, comparing favourably

with the global benchmark² which gained 17.1%.

Our investment philosophy is to invest in quality

companies that have the ability to grow earnings over

time. These companies have competitive advantages

that protect them from competition and technological

disruption (we call these advantages moats). They

must also have the prospect of delivering materially

higher earnings five and ten years from now. We also

want a management team that has significant skin in

the game and a solid track record. Here we are looking

for a history of management decisions that show

they are running the businesses to maximise long

term value, rather than simply trying to hit short term

metrics. But investing in these businesses alone won’t

drive outperformance – we also need to buy them

when the market isn’t fully appreciating the earnings

potential of these companies. This is all easier said

than done.

Our investment criteria means we are highly selective

and has led to a relatively concentrated portfolio.

Examples that we discuss below include technology

and payments companies like Alphabet, PayPal and

Mastercard that we believe have underappreciated

growth potential; and healthcare companies like

Abbott Laboratories and Edwards Lifesciences

that have long-standing and highly regarded CEOs.

In these latter examples, both CEOs have significant

skin in the game and are driving growth via constant

innovation and astute capital allocation.

From time-to-time our approach also leads us to

opportunities like adidas and Facebook, where an

opportunity presents itself as a result of the market’s

undue focus on short-term noise. When we invested

in adidas in late 2014, we were attracted by its strong

and resurgent brand and ambitious US growth plans.

We also thought the market was overly despondent

about its emerging market exposure. While adidas has

worked out well for us since we invested in late 2014,

with its share price more than tripling, the jury appears

to still be out on the recent investment in Facebook.

We have a more constructive view than the market on

Facebook and discuss this later in the report.

We are an active investor and while the individual

investments we hold will change through time, we

believe the investment process we have developed

and refined over the years should ultimately help us

deliver good outcomes for Marlin investors.

¹ Gross performance return

2

S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZD)

30%

25%

20%

15%

10%

5%

0%

3 years

(annualised)

1 year5 years

(annualised)

Since

inception

Marlin Gross Performance Global Benchmark

27%

17%

14%

10%

16%

15%

11%

8%

Global share markets had another strong year, with

the US market again the standout as it extended its

bull run to nine years. For the year to 30 June 2018,

the MSCI World Index gained 9%, while the US

market was up 12% on the back of a strong domestic

economy and corporate tax cuts that drove an

acceleration in corporate earnings growth.

While markets rose over the year, these gains masked

a pick-up in volatility witnessed in February, when

global markets fell close to 10% in one week. This

drop was driven by rising inflation and interest rates,

with concerns that the end of nine years of low interest

rates could hit asset valuations. Risks of a potential

trade war also spooked markets on a number of

occasions, and recent threats of additional tariffs by

the US continue to hang over markets.

Given the volatile environment, we were pleased the

Marlin portfolio outperformed its global benchmark

2


and delivered strong double-digit returns for the

year. We believe Marlin’s performance relative to the

global benchmark over the longer term (shown below)

demonstrates the value that Fisher Funds’ investment

process can add.

Chart 1: Marlin annualised returns: Gross

Performance vs Global Benchmark (to 30 June)

A proven investment process

While the year was a good one for the Marlin portfolio,

there are always good years and bad years in financial

markets. Chasing short-term returns often leads to

disappointment and instead we focus our efforts on

implementing an investment process that has been

proven to deliver good outcomes over the long run.

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MANAGER’S REPORT CONTINUED
Highly selective collection of growing businesses

While there is a long list of companies we could consider investing in globally, we are highly selective and at

year end held only 25 companies in the portfolio.

After a period of higher turnover in the portfolio since I took over as portfolio manager in January 2017, I

now expect the rate of change to be slower. We expect to hold most companies now in the portfolio for the

long-term, and will let compounding do the hard work for us. Given this, I want to provide a bit more detail

on some of our largest long-term holdings. Why we own them, and why we think they will prove to be great

compounders of capital in the years ahead.

Alphabet

Alphabet is the holding company that owns Google,

the world’s leading internet search provider and the

largest global advertising platform by advertising

revenue. Beyond search they have six other

products with over one billion users, including

YouTube, Gmail, Maps and Chrome.

As you will know, many of us are becoming addicted

to our mobile phones and according to comScore

the average US mobile user spends almost three

hours a day on mobile devices! In this world

where people increasingly go to their phone for

information and entertainment, rather than reading

the newspaper or watching TV, advertisers need to

move advertising budgets to digital platforms. Whilst

Alphabet has already been a significant beneficiary

of this trend, its dominance in mobile search,

combined with Google Maps, provide new ways for

advertisers to target customers in a local setting.

YouTube is also going from strength-to-strength as

faster broadband speeds have resulted in a boom in

mobile video consumption, and advertisers are now

starting to pay up for video ad slots.

We also like Alphabet’s long-term focus, which is

rare in a market where many companies are more

focused on quarterly targets. Management’s focus

on reinforcing its moat has resulted in some astute

capital allocation decisions over the years. The

acquisitions of Android in 2005 for an estimated

$50 million and YouTube for $1.65 billion now look

like the deals of the century (together they are now

probably worth over 100x what they cost).

As a result of search and YouTube ad growth, we

believe Alphabet will grow its earnings significantly

faster than the market over the next three to five

years (15% pa+), despite trading at only a modest

premium to market multiples after adjusting for

Alphabet’s cash balance and its investments

in cloud and its Other Bets (self-driving cars,

healthcare, connected homes etc.)

Mastercard

Mastercard is a good example of a business that the

market has continually underappreciated. We first

invested three years ago and wish we had invested

sooner. Despite being a household name, its share

price has increased 40-fold since its IPO in 2006 –

an average return of 37% per annum over the last 12

years! The market has underappreciated just how

well placed MasterCard is to benefit from the move

away from cash towards credit and debit cards.

While we have been earlier adopters of debit and

credit cards in New Zealand, you may notice that

when you travel to the US or Europe a lot of people

still like to use cash and ‘tap and pay’ is generally

still unavailable. In fact, over 50% of transactions

globally still occur in cash, which gives us comfort

there are still years of growth ahead.

Mastercard’s moat is based on its global network

of over 2.4 billion cards in use and 30 million

merchants where they are accepted, which

would be nearly impossible for a new entrant to

replicate. This network effect has kept new players

from entering the market and essentially given

Mastercard and Visa a duopoly.

One of the beauties of Mastercard’s business is a

cost base that is largely fixed (some server, staff and

marketing costs), meaning expenses don’t increase

meaningfully when revenues grow. This has resulted

in operating margins increasing to over 55% and

is likely to continue driving earnings growth that

is higher than revenue growth in the years ahead.

Over the last 10 years, Mastercard has grown

revenue and earnings per share (EPS) by 12% and

17% respectively. The business also requires very

limited capital to grow, allowing them to return most

of its cash to shareholders each year in the form of

dividends and share buybacks.

Overall, we see a business with a wide moat, that is

difficult to disrupt, and has many years of profitable

growth ahead. We expect revenue growth of more

than 10% per annum and EPS growth of over 15%

over the medium term.

Refer chart 2

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Chart 2: Mastercard recurring earnings per
share (USD)

Chart 3: China ecommerce GMV (trillion yuan)

Alibaba

Alibaba is a Chinese internet juggernaut and the

dominant e-commerce platform with c.70% market

share (largely via its Taobao and Tmall platforms).

Alibaba has more active users and sells more

merchandise each year than Amazon.

We believe Alibaba is well placed to benefit from

growth in online commerce in China, which is

supported by increasing internet penetration (due

to mobile devices), a growing middle class, a lack

of traditional retail infrastructure compared to more

developed markets, and a growing preference

for online shopping. Despite Alibaba’s scale, the

number of active users on its e-commerce platforms

has still grown by 22% over the last year and the

volume of goods sold on its websites grew 28%.

Despite Alibaba’s strong share price performance

since we invested in 2015, we still believe the

market isn’t fully appreciating the company’s growth

prospects. As well as its e-commerce business,

Alibaba owns a third of the largest digital payments

business in China, AliPay, and the largest cloud

services platform in China. Alibaba’s cloud business,

Aliyun, has nearly 50% market share in China and

over the last year has grown its business by 100%.

If you take all of these businesses into account,

then we are investing in Alibaba’s core e-commerce

business at a valuation multiple in line with slow

growing offline retailers like H&M and Inditex/Zara.

Alibaba continues to reinvest aggressively in its

business, particularly in its logistics capabilities (via

its Cainao subsidiary), its cloud business, and in a

number of retail concepts like its small format Hema

supermarkets which blend offline and online retail.

We believe these investments are planting the seeds

for longer-term growth, while its core e-commerce

business should deliver revenue and earnings

growth of more than 20% per annum in the interim.

Refer chart 3 above

PayPal

PayPal was spun-off from eBay in 2015 and is a

leading online payments platform with over 240

million user accounts and 20 million merchant

customers. PayPal allows users to transact securely

online and with significantly less friction than entering

credit card details for cash transactions (reducing

shopping cart abandonment for retailers).

PayPal has long been a beneficiary of the shift

to e-commerce, which on its own supports

double-digit revenue growth. PayPal’s solutions

become increasingly important as consumers

embrace smartphones (rather than PCs) for

making purchases and transferring funds. PayPal’s

‘OneTouch’ product is rapidly being adopted

by merchants as it allows mobile users to make

payment with one click (no re-entering passwords,

credit card details or shipping addresses), which

helps merchants increase customer conversion.

PayPal also owns the most popular peer-to-peer

payment platforms in the US (Venmo), which allows

users to easily repay friends for meals and rent,

or to transfer money to family members. Venmo

is extremely popular among millennials and its

payment volume jumped over 80% in the last year.

Because PayPal is largely focused on online

payments, we see PayPal outgrowing MasterCard

and expect organic revenue growth of more than

15% per annum over the medium term. As PayPal

is a scalable business, we also see the potential

for ongoing margin expansion and would expect

earnings to grow at over 20% per annum over

the next five years. Despite PayPal’s strong share

price performance, we still see significant long-

term upside.

Refer to chart 4

5.00

4.00

3.00

2.00

1.0 0

0.00

2007

2008

2009

2010

2 011

2012

2013

2014

2015

2016

2017

17% annual growth

Source: iResearch

12

10

8

6

4

2

0

28% annual growth

2020e2019e2018e20172016201520142013

10.8

9.1

7. 5

6.1

4.7

3.8

2.8

1.9

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Chart 4: PayPal active user and payment volume growth
MANAGER’S REPORT CONTINUED

Performance of portfolio holdings

As shown below, approximately 70% of Marlin’s portfolio companies delivered positive returns over the year. More

importantly, 60% of Marlin’s positions outperformed the global benchmark.

Chart 5: Portfolio company returns – year to 30 June 2018

250

200

150

100

50

0

Active users (m)

20172016201520142013

500

400

300

200

100

0

Payment Volume (bn)

20172016201520142013

Total Shareholder Return (%)

-25 -15 -5 5 15 25 35 45 55 65 75

Mastercard

Amazon.com

PayPal

William Demant

Zoetis

Descartes

Icon

Alibaba

Worldpay

Abbott Labs

Core Labs

TJ X

Hexcel

Edwards Lifesciences

Alphabet

Cognizant

Facebook

adidas

Essilor

Ecolab

Brembo

Fresenius

eBay

Blackhawk

Graco

UPS

Park24

LKQ

Signature Bank

Cerner

NIKE

Expedia

Pandora

Sarine

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Performance highlights and lowlights
Two of the top performers for the year were payments

companies Mastercard (+63%) and PayPal (+55%).

PayPal was buoyed by strong e-commerce growth and

the increasing preference for digital wallets like PayPal

by online shoppers (for both security and ease of use).

This strong growth and good cost control contributed

to PayPal’s 22% revenue and 28% EPS growth over the

last fiscal year.

Mastercard has also been supported by e-commerce,

but also more broadly by the move away from cash at

point of sale as discussed earlier. The global rollout of

technologies like PayPass/PayWave, the use of services

like Uber (no cash accepted), and banks and airlines

providing generous rewards points are all contributing

to the rapid growth of credit and debit card usage.

These structural trends, combined with a pickup in

the global economy over the last year, drove 16%

revenue growth for MasterCard. As a large portion of

Mastercard’s cost base is fixed, Mastercard levered this

top line growth into 21% EPS growth.

Amazon (+58%) was also a very strong performer on

the back of continued e-commerce market share gains

and an acceleration in growth in its profitable cloud

computing business, Amazon Web Services (AWS).

Expedia (-19%) dragged on performance. Its decision

to hire additional staff to aggressively expand its hotel

offering in Europe and Asia (outside its US stronghold)

and the decision to move its IT infrastructure to the

cloud are providing a drag on near-term profitability.

We believe these are the right decisions and they

demonstrate a focus by new CEO (Mark Okerstrom) on

prioritising long-term growth over short-term margins.

Despite this step up in investment, Expedia is still

expected to grow earnings of 7-12% in 2018, before

reaccelerating in 2019.

Sarine’s performance (-25%) was disappointing and

was impacted by both a weak diamond market and the

entrance of a competing inclusion mapping service in

its core Indian market. The competitor has been using

pirated Sarine software and while Sarine filed a lawsuit

in India seeking an injunction and damages, it has had

a significant impact on Sarine’s business. We exited

Sarine during the year as we became concerned with

this dynamic and the reality that the market is now more

mature and slower growing than when we first invested

in Sarine.

Pandora (-24%) was a new holding during the year and

needless to say it has not performed as we expected.

Pandora is one of the leading jewellery brands globally,

both in terms of brand recognition and sales, and when

we invested, we believed the short-term deterioration

in sales would prove transitory. The increased focus

on innovation and new rose gold and gold plated

charms would lift growth. However, recent results have

been dragged down by slowing growth in China, and

overall weak like-for-like sales globally have shown

that its new collections are having limited impact.

Following recent results, it has become apparent to

us that despite management’s best efforts, Pandora’s

profitability is unlikely to return to previous levels. It

appears the demand for charms is weakening and

more competition has been entering the branded

jewellery space. Since year end, we have decided

to exit Marlin’s position in Pandora. In investing it is

important to admit when you have made a mistake

and we have taken some valuable lessons from this

investment.

Portfolio additions and exits

2018 was a year of higher than usual portfolio turnover

as we completed the portfolio restructuring started

in January 2017. We would expect turnover to be

lower going forward. During the year we identified and

added five new companies to the portfolio, funded by

the exit of nine existing holdings.

Portfolio additionsPortfolio exits

HexcelWorldPay

Signature BankGraco

TJX CompaniesPark 24

FacebookNike

PandoraBrembo

Blackhawk Network

Sarine

Amazon

William Demant

Note: Hexcel, Signature Bank, WorldPay, Graco, Park 24,

Nike and Brembo were discussed in the interim report and

are not discussed below.

Portfolio additions

TJX Companies (TJX) is an off-price US retailer that

sells branded clothing, such as Nike and Ralph Lauren,

accessories and selected homeware at a 20%-60%

discount to a full-price retailer. TJX can sell inventory

cheaper than other retailers as it sources stock from

store closures, order cancellations and manufacturer

overruns. The company has a longstanding

management team with a strong track record and

have grown earnings per share at an average rate of

16% per annum over the last 20 years (and grew in

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MANAGER’S REPORT CONTINUED
19 of those years). We believe TJX has a good growth

runway for new stores openings and should be able to

grow earnings at close to 10% per annum, while paying a

steady and increasing dividend.

We added Facebook to the Marlin portfolio in April at

the height of drama around data privacy and Cambridge

Analytica. Facebook owns four of the most dominant

social networking and messaging platforms in the world

(Facebook, Instagram, Messenger and WhatsApp)

and has an unparalleled ability to deliver an audience

of over 2 billion users to advertisers. The average US

user spends over an hour a day on Facebook and

Instagram combined and the decline of TV viewing

means advertisers are increasingly having to find potential

customers on these platforms. Facebook’s data means

it can offer advertisers a level of targeting like no one

else, which when combined with Facebook’s huge reach,

should allow Facebook to capture a significant share of

advertising budgets as they move online.

Portfolio exits

We exited US based digital gift card distributor

Blackhawk Networks following a takeover offer by

US private equity firm Silver Lake at a 24% premium.

Blackhawk is a business in which we saw considerable

long-term growth prospects and while we are sad to see

Blackhawk leave the portfolio, we believe the premium

paid is fair.

As discussed above, we exited Sarine as we became

concerned with increased competition in the Indian

market. We also have some reservations about the length

of the growth runway still available to Sarine and believe

the market is significantly more mature than when Marlin

first invested in Sarine in 2009.

Hearing aid manufacturer William Demant has delivered

strong results since we initiated the position in March

2017, with its new Oticon Opn range of hearing aids

driving market share gains and better than expected

organic growth (10% organic revenue growth and 20%

net income growth in 2017). Going forward, the company

expects growth to be lower and more in line with the 5%

industry growth. William Demant’s share price was up

55% since adding it to the portfolio and when we exited

it was trading at a very elevated valuation (28x PE) for a

company with expected revenue growth of only 5%. We

decided to exit our position and reinvest the proceeds

elsewhere in the portfolio.

The decision to exit Amazon was a difficult one as we

admire Amazon, its founder Jeff Bezos, and the wide

moats it is building around its retail and cloud businesses.

However, the share price has more than doubled since

we invested two years ago and we believe the market

is getting ahead of itself. Specifically, investors may

be overly optimistic about the margin levels Amazon

can ultimately achieve in its retail business, particularly

given future retail growth will be increasingly

dependent on less profitable categories (like grocery).

Amazon appears priced to perfection, with little room

for hiccups.

Portfolio positioning

After these changes, as at 30 June 2018, the Marlin

portfolio comprised 25 companies, diversified across a

range of sectors and countries.

Chart 6: Marlin portfolio - Sector split

as at 30 June 2018

Chart 7: Marlin portfolio - Geographical split

as at 30 June 2018

The Marlin portfolio also holds cash.

18

%

WEST EUROPE

75

%

NORTH AMERICA

5

%


ASIA

33

%


TECHNOLOGY

10

%

INDUSTRIALS

22

%


CONSUMER

23

%


HEALTHCARE

8

%

FINANCIALS

2

%


ENERGY

The Marlin portfolio also holds cash.

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Outlook
While still not firing on all cylinders, we would

characterise the global economy as strong and

growing steadily. US economic growth has

accelerated recently, with the most recent GDP

growth reading of 4.1% the best in 4 years. Low

US unemployment is also spurring wage increases

and supporting consumer spending. The bulk of

the Marlin portfolio is currently invested in the US,

where this solid economic backdrop contributed to

corporate revenue and earnings growth of 9% and

25% respectively in the most recent quarter. While

not as strong as the US, the European economy also

continues to grow and jobs are being created.

While the economic environment is clearly supportive

of the share market, there are also some risks

looming. Equity market valuations are high relative

to history and increasing interest rates and inflation

could put pressure on the price investors are willing

to pay for equities. We saw this happen briefly

in February, when volatility spiked and markets

dropped. A prolonged trade war between the US

and China would also impact growth if businesses

hold off investing until visibility improves.

There are always risks on the horizon, but on balance

we retain a positive outlook. We are investing for the

long-term and don’t try and time the market. While

the market can be volatile, we see good growth

prospects for the companies in our portfolio and

believe that collectively they will deliver good returns

for shareholders over the long run.

Ashley Gardyne / Senior Portfolio Manager

Fisher Funds Management Limited

21 September 2018

Headquarters Company% Holding

CanadaDescartes Systems 3.2%

ChinaAlibaba Group4.8%

DenmarkPandora2.4%

FranceEssilor International4.7%

Germanyadidas3.0%

Fresenius Medical

Care

4.6%

Ireland Icon3.5%

United States

Abbott Laboratories3.6%


Alphabet6.9%


Cerner Corporation 4.2%


Cognizant4.2%


Core Laboratories2.0%


eBay 3.4%


Ecolab3.0%


Edwards

Lifesciences

2.5%


Expedia4.4%

Facebook4.3%


Hexcel Corporation 3.6%


LKQ3.8%


Mastercard4.6%


PayPal 5.8%


Signature Bank3.5%

TJX Companies5.4%


UPS2.9%


Zoetis 3.7%


Equi t y Tot a l98.0%


NZ dollar cash1.2%


Total foreign cash2.3%


Ca s h Tot a l3.5%


Forward foreign

exchange contracts

-1.5%


TOTAL100.0%

Portfolio Holdings Summary as at

30 June 2018

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STRENGTH OF THE BUSINESS

What is the company’s competitive advantage? Is it sustainable? Is the company a market leader?

Does it have a dominant position? A strong business is one that can maintain its profit margins by

employing a unique strategy.

TRACK RECORD

How has the company performed in the past? Has the company performed under the same

management team? Has it grown organically or by acquisition? How did the company react during a

downturn? Fisher Funds prefers to buy established companies that have executed well in the past.

EARNINGS HISTORY

How fast has the company been able to grow its earnings in the past? How consistent has earnings

growth been? Fisher Funds prefers to buy companies that exhibit secular growth characteristics

where the company has proven its ability to provide a high or improving return on invested capital.

THE STEEPP PROCESS

Fisher Funds employs an investment analysis model that it calls the STEEPP process to analyse existing

and potential portfolio companies. This analysis gives each company a score against a number of criteria

that Fisher Funds believes need to be present in a successful portfolio company. All companies are

then ranked according to their STEEPP score to broadly determine their portfolio weighting (or indeed

whether they make the grade to be a portfolio company in the first place).

The STEEPP criteria are as follows:

S

T

E

Applying this STEEPP analysis, Fisher Funds constructed a portfolio for Marlin which comprised 25 securities as at 30 June 2018.

EARNINGS GROWTH FORECAST

What is the company’s earnings growth forecast over the next three to five years? What is the

probability of achieving the forecast? What does Fisher Funds expect the company’s earnings

potential to be? Fisher Funds notices that too many analysts focus on short-term earnings. As

long-term growth investors, Fisher Funds thinks about where the company’s earnings could be

in three to five years.

PEOPLE/MANAGEMENT

Who are the management team and how long have they been in their roles? Who are the directors,

what is their history with the company, and what do they bring to the board? What is the depth of

management in the organisation and is there a succession plan for the key executive roles? Do

the management team own shares in the business and how are they rewarded? Has the board

and management exhibited good corporate behaviour in the areas of environmental, social and

governance considerations? For Fisher Funds, the quality of the company management and its

corporate governance is of paramount importance.

PRICE/VALUATION

How much of the future earnings growth is already reflected in the share price? Where does

the current share price sit in relation to Fisher Funds’ worst to best case valuation range? A

company will generate a higher score where the market price currently reflects little of that

company’s upside potential.

E

P

P

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+28

%

Total Shareholder Return

+13

%

Total Shareholder Return

+32

%

Total Shareholder Return

GERMANY

What does it do?

Adidas is the largest European

and second largest global

sportswear manufacturer.

Why do we own it?

Adidas is one of the world’s

leading brands and has a strong

track record of growth. After

going through a difficult period

due to factors that were largely

outside the company’s control,

management have turned the

business around and are now

growing revenues and earnings

rapidly. Adidas is taking market

share in the lucrative US market,

and we see many years of growth

ahead.

UNITED STATES

What does it do?

Abbott Laboratories is a global

healthcare company with leading

market positions in medical

devices, infant formula, adult

nutrition, diagnostics and branded

generic drugs.

Why do we own it?

Abbott Laboratories is well placed

with market leading positions in a

number of growing end markets

driven by an aging population and

emerging market growth. Abbott

Laboratories has a long track

record of profitable investment into

fast growing healthcare segments

and we expect them to continue

to reinvest in the business to

strengthen its competitive position

and drive continued growth over

the long term.

CHINA

What does it do?

Alibaba is the largest e-commerce

player in China with an overall

online shopping market share of

around 60%.

Why do we own it?

Alibaba is the online marketplace

leader in China and is almost

four times larger than its nearest

competitor. It has sustainable

competitive advantages through

its extensive network and

scale. Alibaba is also a major

beneficiary of strong online

shopping growth in China due to

continued urbanisation, increasing

incomes and a poor physical retail

infrastructure in many Chinese

cities. Alibaba is expected to grow

revenue in excess of 25% per

annum over the next few years.

MARLIN PORTFOLIO

COMPANIES

The following is a brief introduction to each of your portfolio companies, with a description of why

Fisher Funds believes they deserve a position in the Marlin portfolio. Total shareholder return is

for the year to 30 June 2018 and is based on the closing price for each company plus any capital

management initiatives. For companies that are new to the portfolio in the year, total shareholder

return is from the first purchase date to 30 June 2018.

Total shareholders return in local currency sourced from Factset.

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+21

%

Total Shareholder Return

UNITED STATES

What does it do?

Alphabet is the holding company

which owns the world’s leading

internet search provider, Google.

Google is the world’s most

visited website and the largest

global advertising platform by

advertising revenue.

Why do we own it?

Alphabet has wide moats arising

from its dominant position

in online search, significant

intellectual property and a strong

brand. We believe Alphabet will

grow strongly as global advertising

budgets gradually shift from

television to digital formats.

UNITED STATES

What does it do?

Cognizant is a leading IT services

company providing information

technology, consulting and

business services to a range of

large global companies.

Why do we own it?

Cognizant is a wide moat

company that is deeply

ingrained with its customers

as a partner in IT and wider

business strategy. Cognizant

has invested heavily to position

itself to benefit as businesses

become more digital – using

IT to implement social, media,

analytics and cloud applications.

Furthermore, Cognizant has a

strong management team and a

great track record of growth and

innovation.

UNITED STATES

What does it do?

Cerner is the world’s largest

healthcare information technology

provider with a range of solutions

for all the software needs of

healthcare organisations including

electronic medical records,

practice management, billing

systems, as well as applications

in the area of population health

management (data analytics

which predicts medical care

requirements for patient

populations).

Why do we own it?

Cerner’s software is critical to

its clients’ operations. Switching

costs are high and switching

tendencies are very low. It has

superior technology that has

allowed it to continuously win

market share as the industry

consolidates. Cerner has a

strong track record and attractive

growth outlook as a result of

increasing IT requirements in the

healthcare sector.

-10

%

Total Shareholder Return

+20

%

Total Shareholder Return

MARLIN PORTFOLIO COMPANIES CONTINUED

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CANADA

What does it do?

Descartes is a logistics software

business which allows businesses

to plan, book and track freight

movements globally.

Why do we own it?

Descartes business moat

is centred on its Global

Logistics Network (GLN). The

GLN connects supply chain

participants, in real time, giving

visibility and control of movement

of goods across increasingly

regulated and complex global

supply chains. This network would

be very difficult to replicate and is

highly valuable for shippers.

UNITED STATES

What does it do?

Core Laboratories is a US based

oil services company specialising

in enhanced oil production and

oil reservoir management with an

ultimate goal of maximising the

efficiency of hydrocarbon recovery

by oil companies.

Why do we own it?

Core Laboratories is a rare, wide

moat company in the energy

sector given its unique and difficult

to replicate library of oilfield

data that is used by its clients to

increase the extraction and return

from oilfields. Core Laboratories

offers a strong value proposition

to its clients, allowing them to

generate higher returns through

improved production efficiency at

relatively low cost. The company

has a track record of generating

strong cash flow and returning this

to shareholders.

+27

%

Total Shareholder Return

+36

%

Total Shareholder ReturnTotal Shareholder Return

UNITED STATES

What does it do?

eBay is one of the world’s largest

online marketplaces and brings

merchants and consumers

together through online websites

and mobile applications. eBay has

over 175 million active users.

Why do we own it?

eBay has an enviable track record

of value creation, generates

strong cashflow, and through

new initiatives in data analysis

and improving features on their

website, is expected to accelerate

revenue growth and grow

earnings at double digit rates over

the next three to five years.

+4

%

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Total Shareholder ReturnTotal Shareholder ReturnTotal Shareholder Return

UNITED STATES

What does it do?

Ecolab is a market leader in

providing cleaning and sanitising

solutions for the foodservice,

hospitality and healthcare

industries. It also provides

chemicals and technologies

to the water treatment and oil

production industries.

Why do we own it?

Ecolab offers a strong value

proposition for its vast client

base, with its product innovations

resulting in reduced energy and

water usage, lower labour costs

and reduced downtime. Ecolab

is a high quality company that

invests significantly more than

its competitors in developing

innovative products and this has

resulted in continued market

share gains. Ecolab has an

excellent record of stable growth

and strong growth prospects.

+7

%

FRANCE

What does it do?

Essilor is the leading global

manufacturer of corrective lenses,

selling to optometrists and other

eyewear retailers. More recently,

Essilor has expanded into branded

sunglasses and online retail,

where it owns a number of leading

eyewear e-commerce sites.

Why do we own it?

Essilor is the market leader and

continues to drive innovation in

corrective lenses. They are well

positioned to take advantage

of the structurally growing

prescription eyewear market,

driven by an aging population and

increased adoption in emerging

markets. Essilor’s proposed

merger with Luxottica, the largest

manufacturer and retailer of

frames and sunglasses, will create

a dominant industry player from

manufacturing through to retail.

UNITED STATES

What does it do?

Edwards Lifesciences is the global

market leader in the treatment of

heart valve disease, which impacts

millions of people worldwide and

carries a poor prognosis if left

untreated. Edward’s main product

allows for the treatment of this

disease without the need for risky

open heart surgery.

Why do we own it?

Edwards Lifesciences continues

to lead the industry in innovation,

investing in the development of

new products which both improve

medical outcomes for patients and

help doctors treat a wider range

of previously untreated patients

using a lower risk approach. With

a dominant market share and

continued investment in research

and development, Edwards

Lifesciences is well positioned for

long-term growth.

+23

%

+10

%

MARLIN PORTFOLIO COMPANIES CONTINUED

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Total Shareholder ReturnTotal Shareholder ReturnTotal Shareholder Return

UNITED STATES

What does it do?

Facebook owns four of the most

dominant social networking and

messaging platforms in the world

– the Facebook app, Instagram,

Messenger and WhatsApp. It

monetises these platforms by

selling advertising slots to millions

of businesses globally.

Why do we own it?

The average US user spends over

an hour a day on Facebook and

Instagram combined. This high

user engagement, combined with

Facebook’s unparalleled ability

to deliver an audience of over 2

billion users to advertisers, has

created one of the most valuable

advertising platforms in the

world. We see significant growth

ahead as Facebook captures a

considerable share of advertising

dollars as media budgets move

away from TV and towards digital

platforms.

UNITED STATES

What does it do?

Expedia is the largest online travel

agent in the US and is ranked

in the top two in most markets

globally. Expedia aims to provide

the latest technology and the

widest selection of top vacation

destinations, cheap tickets,

hotel deals, car rentals and in-

destination activities.

Why do we own it?

Expedia has a solid long-term

growth outlook coming from a

combination of travel industry

growth and an increasing

tendency to book travel online.

Additionally, the online travel

agency industry has consolidated

to two main players who now

have considerable size and hotel

network advantages, which act

as a highly effective barrier to new

entrants. We expect Expedia to

grow earnings at double digit rates

over the next few years.

-19

%

+15

%

GERMANY

What does it do?

Fresenius is a market leader

in the global dialysis industry.

They are also the only vertically

integrated player, providing both

equipment and services to the

dialysis market.

Why do we own it?

Fresenius has strong growth

prospects globally as kidney

disease becomes more

prevalent in an aging population.

Fresenius’ depth of knowledge

and data around dialysis should

allow them to improve patient

outcomes while reducing the

overall cost of treatment for

the growing global dialysis

population.

+4

%

Purchased during the year

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Total Shareholder ReturnTotal Shareholder ReturnTotal Shareholder Return

UNITED STATES

What does it do?

Hexcel is a leading supplier of

advanced composite materials

(like carbon fibre) for aerospace,

wind turbines and automobiles.

Advanced composites are

generally lighter and stronger

than traditional materials such

as aluminum, which has seen

the composite content of aircraft

and other industrial applications

increase significantly over time.

Why do we own it?

The aerospace composite

industry has high barriers to

entry due to scale, the close

integration of processes with its

aerospace manufacturer clients,

and the lengthy qualification

processes required to be able

to supply Airbus and Boeing’s

aircraft programmes. Only a

few manufacturers are qualified

to supply composite parts and

materials to these aerospace

customers.

+24

%

Purchased during the year

UNITED STATES

What does it do?

LKQ is the largest distributor of

alternative replacement parts to

repair cars and trucks in the US

and Europe.

Why do we own it?

LKQ’s customer value proposition

is strong, as alternative parts

cost 20%-50% less than new

parts and have been growing in

popularity with auto repair shops

and insurers. LKQ is the only

nationwide distributor of these

parts in the US and is growing its

footprint in Europe. We believe

LKQ can grow strongly over the

next few years as it takes market

share and integrates recent

acquisitions in Europe.

IRELAND

What does it do?

Known as a contract research

organisation (CRO), Icon provides

specialised services in clinical trial

management for pharmaceutical

and biotechnology companies.

Why do we own it?

The increasing complexity and

regulatory requirements of clinical

trial management are forcing

pharmaceutical and biotechnology

companies all over the world

to seek the help of specialist

CROs such as Icon. Icon’s global

footprint and broad strengths in

clinical management make it one

of only a few companies qualified

to provide these services. Growth

is being driven by the shift to

outsourcing, growth in the number

of drugs being tested, and larger

trials required by regulatory bodies

such as the FDA.

+36

%

-3

%

MARLIN PORTFOLIO COMPANIES CONTINUED

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UNITED STATES

What does it do?

MasterCard is the second largest

payment network in the world,

operating in 210 countries and

supporting more than 2 billion

cards across its network.

Why do we own it?

MasterCard’s growth outlook is

underpinned by the secular shift

to electronic payments and away

from cash, particularly in emerging

markets where MasterCard

has significant presence.

These structural growth drivers

combined with increasing margins

and high cash flow generation

(allowing for substantial share

buybacks) support a strong

growth outlook over the medium

to long term.

+63

%

Total Shareholder ReturnTotal Shareholder ReturnTotal Shareholder Return

UNITED STATES

What does it do?

Signature Bank is a specialist

regional bank, lending largely

to wealthy families and private

businesses in and around New

York. They have a sticky deposit

base that comes from managing

transactional business accounts

for businesses like law firms,

accounting firms and property

management companies.

Why do we own it?

Signature Bank has an

uncomplicated relationship

driven business model and

industry leading profitability.

Its ability to attract and retain

senior bankers from other firms

through an attractive profit sharing

compensation model has allowed

them to grow loans and deposits

at over 20% pa over the last 10

years. They also have a very

strong history of credit control.

Signature Bank is still a small bank

in a very large market and we

see many more years of growth

ahead.

UNITED STATES

What does it do?

PayPal is a global leader in online

payments.

Why do we own it?

We are attracted to PayPal due to

its broad based and sustainable

competitive advantages and

strong growth prospects. PayPal

has technology, scale and global

network advantages which give

it a considerable edge over its

competitors. Furthermore, PayPal

benefits from continued growth in

e-commerce.

+55

%

-8

%

Purchased during the year

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Total Shareholder ReturnTotal Shareholder Return

UNITED STATES

What does it do?

United Parcel Service (UPS) is the

world’s largest package delivery

company and operates in over

220 countries and territories with

its fleet of over 100,000 ground

vehicles and 500 aircraft.

Why do we own it?

The market dynamics of the global

freight industry are compelling,

with high barriers to entry given

the need for a large international

network and delivery route density

to be competitive. Despite the

size of its business, we believe

UPS is well-positioned for robust

growth, supported by the growth

in e-commerce activity and

increasing cross-border trade

volumes in Asia and Europe.

UNITED STATES

What does it do?

TJX Companies (TJX) is an

off-price retailer with stores in

the US, Canada, Europe and

Australia. The company sells

branded clothing, such as Nike

and Ralph Lauren, accessories

and homeware at a 20%-60%

discount to a full-price retailer.

TJX can sell inventory cheaper

than other retailers as it sources

stock from store closures, order

cancellations and manufacturer

overruns.

Why do we own it?

The company has a longstanding

management team with a strong

track record. TJX has a significant

runway for new store openings,

which should help drive earnings

growth of close to 10% per

annum while paying a steady and

increasing dividend.

+24

%

-1

%

Purchased during the year

MARLIN PORTFOLIO COMPANIES CONTINUED

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Total Shareholder Return

UNITED STATES

What does it do?

Zoetis is a leader in the animal

health space - an industry

with attractive attributes. It is

the worlds largest producer of

medicine and vaccines for pets

and livestock.

Why do we own it?

Zoetis has a wide moat built

around intellectual property, brand

recognition and a large direct

sales force, giving it access to key

decision makers like veterinarians.

The growth runway is underpinned

by a number of secular growth

drivers, including increased

global protein requirements,

increased pet ownership and the

‘humanisation’ of pets.

+37

%

PANDORA

The Marlin portfolio held shares in

Pandora as at 30 June; however,

as discussed on page 15 this

position has now been exited.

-24

%

Purchased during the year

Total Shareholder Return

Pictured left to right: Carol Campbell, Andy Coupe, Carmel Fisher and Alistair Ryan.
ALISTAIR RYAN MComm (Hons), CA

Chair of the Board

Chair of Remuneration and Nominations Committee

Independent Director

Alistair Ryan is an experienced company director

and corporate executive with extensive corporate

and finance sector experience in the listed company

sector in New Zealand and Australia. He is a director of

Kingfish, Barramundi, Kiwibank, Christchurch Casinos,

Evolve Education and Metlifecare. Alistair had a 16-year

career with SKYCITY Entertainment Group Limited

(from pre-opening and pre-listing in 1996 through

2012). Alistair was a member of the senior executive

team, holding the positions of General Manager

Corporate, Company Secretary and Chief Financial

Officer. Prior to SKYCITY, Alistair was a Corporate

Services Partner with international accounting firm

Ernst & Young, based in Auckland. He is a Fellow of

Chartered Accountants Australia and New Zealand.

Alistair’s principal place of residence is Auckland.

Alistair was first appointed to the Marlin board on

10 February 2012.

ANDY COUPE LLB

Chair of Investment Committee

Independent Director

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 a director of Kingfish,

Barramundi, Briscoe Group, Coupe Consulting and

Gentrack Group. He is also Chair of Farmright, the

New Zealand Takeovers Panel and Deputy Chair of

Television New Zealand. Andy’s principal place of

residence is Hamilton.

Andy was first appointed to the Marlin board on

1 March 2013.

CAROL CAMPBELL BCom, CA

Chair of Audit and Risk Committee

Independent Director

Carol Campbell is a chartered accountant and a

member of Chartered Accountants Australia and New

Zealand. Carol has extensive financial experience and

a sound understanding of efficient board governance.

Carol holds a number of directorships across a broad

spectrum of companies, including T&G Global, New

Zealand Post, Asset Plus and NZME where she is also

Chair of the Audit and Risk Committee. Carol is also

a director of Kingfish and Barramundi. Carol was a

director of The Business Advisory Group, a chartered

accountancy practice, for 11 years and prior to that

a partner at Ernst & Young for over 25 years. Carol’s

principal place of residence is Auckland.

Carol was first appointed to the Marlin board on

5 June 2012.

CARMEL FISHER BCA

Director

Carmel Fisher established Fisher Funds Management

Limited in 1998. Carmel’s interest and involvement in

the New Zealand share market spans nearly 30 years

and she is widely recognised as one of New Zealand’s

pre-eminent investment professionals. Carmel’s

career started when she left Victoria University with

an accounting degree to spend four years in the

sharebroking industry. She then managed funds for

Prudential Portfolio Managers and Sovereign Asset

Management before launching Fisher Funds. Carmel

is also a director of Kingfish, Barramundi and New

Zealand Trade & Enterprise. Carmel’s principal place of

residence is Auckland.

Carmel was first appointed to the Marlin board on

30 January 2004.

BOARD OF DIRECTORS

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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28

For the year ended 30 June 2018
CORPORATE

GOVERNANCE STATEMENT

Marlin’s board recognises the importance of good

corporate governance and is committed to ensuring that

the company meets best practice governance principles

to the extent that it is appropriate for the nature of

the Marlin operations. Strong corporate governance

practices encourage the creation of value for Marlin

shareholders, while ensuring the highest standards of

ethical conduct and providing accountability and control

systems commensurate with the risks involved.

The board is responsible for establishing and

implementing the company’s corporate governance

frameworks, and is committed to fulfilling this role in

accordance with best practice having appropriate

regard to applicable laws, the NZX Corporate

Governance Best Practice Code (“NZX Code”) and

the Financial Markets Authority Corporate Governance

- Principles and Guidelines. The board oversees

the management of Marlin, with the day-to-day

management responsibilities of Marlin being delegated

to Fisher Funds Management Limited (“Fisher Funds” or

“the Manager”).

As at 30 June 2018, Marlin was in compliance with the

NZX Code, with the exception of recommendations 4.3

and 5.3 for the reasons explained under the relevant

principles.

The corporate governance policies and procedures, and

board and committee charters, are regularly reviewed

by the board against the corporate governance

standards set by NZX, any regulatory changes, and

developments in corporate governance practices.

The Marlin constitution and each of the charters, codes

and policies referred to in this section are available on

the Marlin website (www.marlin.co.nz ) under the “About

Marlin” “Policies” section.

Principle 1 – Code of ethical behaviour

Directors should set high standards of ethical

behaviour, model this behaviour and hold

management accountable for these standards being

followed throughout the organisation.

Code of Ethics & Standards of Professional

Conduct

Marlin’s Code of Ethics & Standards of Professional

Conduct details the ethical and professional behavioural

standards required of the directors and those

employees of the Manager who work on Marlin matters.

The Code of Ethics & Standards of Professional

Conduct covers a wide range of areas including:

standards of behaviour, conflicts of interest, proper

use of company information and assets, compliance

with laws and policies, reporting concerns and

receiving gifts.

Any person who becomes aware of a breach or

suspected breach of the Code of Ethics & Standards

of Professional Conduct is required to report it

immediately in accordance with the procedure set

out in the Code of Ethics & Standards of Professional

Conduct.

Training on the Code of Ethics & Standards of

Professional Conduct is included as part of the

induction process for new directors and employees

of the Manager.

Securities Trading Policy

The Securities Trading Policy details the trading

restrictions on persons nominated by Marlin

(including its directors and employees of the Manager

who work on Marlin matters) in Marlin shares and

other securities.

In relation to Marlin shares, nominated persons, with

the permission of the board of Marlin, may trade

in Marlin shares only during the trading window

commencing immediately after Marlin’s weekly

disclosure of its net asset value to the New Zealand

Stock Exchange (“NZX”) and ending at the close

of trading two days following the net asset value

disclosure.

Nominated persons may not trade in Marlin shares

when they have price sensitive information that is not

publicly available.

Conflicts of Interest Policy

The Conflicts of Interest Policy outlines the board’s

policy on conflicts of interest. The policy details the

process to be adopted for identifying conflicts of

interests and managing any such conflicts.

Principle 2 – Board composition and

performance

To ensure an effective board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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29

CORPORATE GOVERNANCE STATEMENT CONTINUED
Board charter

Marlin’s board operates under a written charter which

defines the respective functions and responsibilities

of the board, focusing on the values, principles and

practices that provide the corporate governance

framework.

The board has overall responsibility for all decision

making within Marlin. The board is responsible for

the direction and control of Marlin and is accountable

to shareholders and others for Marlin’s performance

and its compliance with the appropriate laws and

standards. The board has delegated the day-to-day

management of Marlin to the Manager.

The board uses committees to address certain

matters that require detailed consideration. The board

retains ultimate responsibility for the function of its

committees and determines their responsibilities. The

board is assisted in meeting its responsibilities by

receiving reports and plans from Fisher Funds and

through its annual work programme.

Directors have access to key employees of the

Manager who are connected to the activities of

Marlin and can request any information they consider

necessary for informed decision making.

Nomination and appointment of directors

In accordance with Marlin’s constitution and NZX

Listing Rules, one third of the directors are required

to retire by rotation and may offer themselves for

re-election by shareholders each year. Procedures

for the appointment and removal of directors are also

governed by the constitution. The Remuneration and

Nominations Committee is responsible for identifying

and nominating candidates to fill director vacancies for

board approval.

Written agreement

The company provides a letter of appointment to

each newly appointed director setting out the terms

of their appointment. The letter includes information

regarding the board’s responsibilities, expectations of

directors, tenure and independence, expected time

commitments, indemnity and insurance provisions,

declaration of interests and confidentiality. New

directors are required to consent to act as a director.

Director information and independence

The board comprises four directors with diverse

backgrounds, skills, knowledge, experience and

perspectives. Information about each director including

a profile of experience is available on page 28 of this

Annual Report and also on the Marlin website.

The board takes into account guidance provided

under the NZX Main Board/Debt Market Listing Rules

in determining the independence of directors. Director

independence is considered annually. Directors have

undertaken to inform the board as soon as practicable

if they think their status as an independent director has

or may have changed.

As at 30 June 2018, the board considers that Alistair

Ryan (Chair), Carol Campbell and Andy Coupe are

independent directors. As at 30 June 2018, the board

considers that Carmel Fisher is not an independent

director by virtue of the Management Agreement

between Marlin and Fisher Funds, and her being a

director of Fisher Funds.

Information in respect of directors’ ownership interests

is available on page 59.

Diversity

Marlin has a formal Diversity Policy. The board views

diversity as including but not being limited to, skills,

qualifications, experience, gender, race, age, ethnicity

and cultural background. The board recognises that

having a diverse board will enhance effectiveness in

key areas.

All appointments to the board will be based on merit,

and will include consideration of the board’s diversity

needs, including gender diversity. Under the policy,

the principal measurable diversity objective is to

embed gender diversity as an active consideration in

all succession planning for board positions. During the

year, there were no appointments to the board.

The board’s gender composition was as follows:

NumberProportion

2018 positionFemaleMaleFemaleMale

Directors2250%50%

Corporate

Manager

1100%

NumberProportion

2017 positionFemaleMaleFemaleMale

Directors2250%50%

Corporate

Manager

1100%

The board believes that Marlin has achieved the

objectives set out in its Diversity Policy for the year

ended 30 June 2018.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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30

Director training
All directors are responsible for ensuring they remain

current in understanding their duties as directors.

To ensure ongoing education, directors are regularly

informed of developments that affect the company’s

industry and business environment.

Assessment of director performance

The Remuneration and Nominations Committee

conducts a formal review of director, committee and

board performance annually. Appropriate strategies

for improvement are recommended to the board as

and when required. The Chair of the board also has

discussions with directors on individual performance.

Separation of the Chair and Chief Executive

Marlin delegates its management personnel requirements

to Fisher Funds pursuant to an Administration Services

Agreement. The Chair of Marlin is a different person to the

Chief Executive of Fisher Funds.

Principle 3 – Board committees

The board should use committees where this will

enhance its effectiveness in key areas, while still

retaining board responsibility.

The board has three standing committees: the Audit and

Risk Committee, the Remuneration and Nominations

Committee and the Investment Committee.

Each committee operates under a charter approved by

the board. The charter of each committee is reviewed

annually.

Director meeting attendance

A total of eight board meetings, two Audit and

Risk Committee meetings, one Remuneration and

Nominations Committee meeting and two Investment

Committee meetings were held in 2018. Director

attendance at board meetings and committee member

attendance at committee meetings is shown below.

DirectorBoard

Audit and

Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

8/82/21/12/2

Andy

Coupe

8/82/21/12/2

Carmel

Fisher*

8/82/21/12/2

Alistair

Ryan

8/82/21/12/2

*Carmel Fisher was an attendee at the Audit and Risk

Committee meetings.

Audit and Risk Committee

The Audit and Risk Committee Charter sets out the

objectives of the Audit and Risk Committee, which

are to provide assistance to the board in fulfilling its

responsibilities in relation to the company’s financial

reporting, internal controls structure, risk management

systems and the external audit function.

The Audit and Risk Committee focuses on audit and risk

management and specifically addresses responsibilities

relative to financial reporting and regulatory compliance.

The Audit and Risk Committee is accountable for

ensuring the performance and independence of the

external auditor, including that the external auditor or

lead audit partner is changed at least every five years.

The Audit and Risk Committee also reviews the

appropriateness of any non audit services and

recommends to the board which services, other

than the statutory audit, may be provided by

PricewaterhouseCoopers as auditor.

The auditor has a clear line of direct communication

at any time with either the Chair of the Audit and Risk

Committee or the Chair of the board, both of whom are

independent directors. During the year, the Audit and

Risk Committee held private sessions with the auditor.

The Audit and Risk Committee currently comprises

independent directors Carol Campbell (Chair), Alistair

Ryan and Andy Coupe, all of whom have appropriate

financial experience and an understanding of the

industry in which Marlin operates.

The Audit and Risk Committee may have in attendance

the Corporate Manager and/or other employees of the

Manager and such other persons including the external

auditor as it considers necessary to provide appropriate

information and explanations.

Remuneration and Nominations Committee

The Remuneration and Nominations Committee Charter

sets out the objectives of the Remuneration and

Nominations Committee which are to set and review

the level of directors’ remuneration, ensure a formal

rigorous and transparent procedure for the appointment

of new directors to the board, and evaluate the balance

of skills, knowledge and experience on the board.

The Remuneration and Nominations Committee also

assesses the performance of directors, the board and

board sub-committees.

The Remuneration and Nominations Committee

currently comprises independent directors Alistair

Ryan (Chair), Carol Campbell, Andy Coupe and non-

independent director Carmel Fisher.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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31

CORPORATE GOVERNANCE STATEMENT CONTINUED
Investment Committee

The Investment Committee Charter sets out the

objective of the Investment Committee which is to

oversee the investment management of Marlin to

ensure the portfolio is managed in accordance with

the investment mandate and with the long-term

performance objectives of Marlin.

The Investment Committee currently comprises

independent directors Andy Coupe (Chair), Carol

Campbell, Alistair Ryan and non-independent director

Carmel Fisher.

Takeover response protocols

The board has adopted a formal Takeover Response

Protocol as an internal framework that sets out the

process to be followed if there is a takeover offer for

Marlin.

Principle 4 – Reporting and disclosure

The board should demand integrity in financial and

non-financial reporting, and in the timeliness and

balance of corporate disclosures.

Continuous Disclosure

Marlin is committed to promoting investor confidence

by providing complete and equal access to information

in accordance with the NZX Listing Rules. Marlin has

a Continuous Disclosure Policy designed to ensure

this occurs. The Corporate Manager is responsible

for ensuring compliance with the NZX continuous

disclosure requirements and overseeing and co-

ordinating disclosure to the exchange.

Charters and policies

The key corporate governance documents, including

policies and charters, are available on Marlin’s website

under the “About Marlin” “Policies” section.

Financial Reporting

Marlin believes its financial reporting is balanced,

clear and objective. Marlin is committed to ensuring

integrity and timeliness in its financial and non-financial

reporting, ensuring the market and shareholders are

provided with an objective view on the performance of

the company.

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting, including

the accuracy, completeness and timeliness of financial

statements. The Audit and Risk Committee reviews

half-yearly and annual financial statements and

makes recommendations to the board concerning

accounting policies, areas of judgement, compliance

with accounting standards, stock exchange and legal

requirements and the results of the external audit.

As at 30 June 2018, Marlin does not have a formal

environmental, social and governance (ESG)

framework. Marlin will continue to assess whether it is

appropriate that an ESG framework is adopted in the

future.

Principle 5 – Remuneration

The remuneration of directors and executives should

be transparent, fair and reasonable.

Directors’ Remuneration

The Director Remuneration Policy sets out the

structure of the remuneration to non-executive

directors, the review process and reporting

requirements.

Directors’ fees are determined by the board on

the recommendation of the Remuneration and

Nominations Committee within the aggregate amount

approved by shareholders. The current directors’

fee pool limit of $125,000 (plus GST if any) was

approved by shareholder resolution at the 2015 Annual

Shareholders’ Meeting.

Each year the Remuneration and Nominations

Committee reviews the level of directors’ remuneration.

The Remuneration and Nominations Committee

considers the skills, performance, experience and level

of responsibility of directors when undertaking the

review, and is authorised to obtain independent advice

on market conditions.

The following table sets out the remuneration received

by each director from Marlin for the year ended 30

June 2018.

Directors’ remuneration* for the 12 months

ended 30 June 2018

A B Ryan (Chair)$50,000

(1)

C A Campbell$ 3 7, 5 0 0

(2)

R A Coupe$ 3 7, 5 0 0

(3)

*excludes GST

(1) $5,000 of this amount was applied to the purchase of

6,303 shares under the Marlin share purchase plan.

(2) $3,750 of this amount was applied to the purchase of

4,727 shares under the Marlin share purchase plan. C

A Campbell receives $5,000 as Chair of Audit and Risk

Committee.

(3) $3,750 of this amount was applied to the purchase of

4,727 shares under the Marlin share purchase plan. R A

Coupe receives $5,000 as Chair of Investment Committee.

For the 2018 financial year, Carmel Fisher did not

receive a director’s fee.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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32

Details of remuneration paid to directors are also
disclosed in note 4 to the financial statements. The

directors’ fees disclosed in the financial statements

include a portion of non-recoverable GST expensed

by Marlin.

Directors’ Shareholding - Share Purchase Plan

A Share Purchase Plan was introduced by the board

in 2012 which requires each director to allocate

10% of their annual director’s fee to the purchase

(on market) of Marlin shares. Once an individual

director’s shareholding reaches 50,000 shares,

the director can elect whether to continue with the

plan. The intention of the Share Purchase Plan is to

further align the interests of directors with those of

shareholders.

CEO Remuneration

Marlin delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement. Consequently,

Fisher Funds is responsible for non-director

remuneration matters.

Principle 6 – Risk management

Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The board should regularly verify that

the issuer has appropriate processes that identify

and manage potential and material risks.

Risk management framework

The board has overall responsibility for Marlin’s

system of risk management and internal control.

Marlin has in place policies and procedures to

identify areas of significant business risk and

implements procedures to manage those risks

effectively.

Key risk management tools used by Marlin include

the Audit and Risk Committee function, outsourcing

of certain functions to service providers, internal

controls, financial and compliance reporting

procedures, and processes and business continuity

planning. Marlin also maintains insurance policies

that it considers adequate to meet its insurable risks.

The Audit and Risk Committee and board receive

regular reports on the operation of risk management

policies and procedures. Significant risks are

discussed at each board meeting, and/or as

required.

In addition to Marlin’s policies and procedures in place

to manage business risks, Fisher Funds has its own

comprehensive risk management framework. The

board is informed of key changes to Fisher Funds’

framework.

Health and Safety

Marlin’s Manager operates under a Health and Safety

Policy. Under this policy, Fisher Funds assumes

responsibility for the health and safety of its employees.

Principle 7 – Auditors

The board should ensure the quality and

independence of the external audit process.

Marlin’s Audit and Risk Committee makes

recommendations to the board on the appointment

of the external auditor. The Audit and Risk Committee

monitors the independence and effectiveness of the

external auditor and approves and reviews any non-

audit services performed by the external auditor. An

External Auditor Independence Policy which documents

the framework of Marlin’s relationship with its external

auditor was adopted in August 2018.

The Audit and Risk Committee meets with the external

auditor to approve their terms of engagement, audit

partner rotation (at least every five years) and audit fee,

and to review and provide feedback in respect of the

annual audit plan. The Audit and Risk Committee holds

private sessions with the auditor.

Marlin’s current external auditor is

PricewaterhouseCoopers (“PwC”), and was appointed

by shareholders at the 2008 annual meeting in

accordance with the provisions of the Companies Act

1993 (“the Act”). PwC is automatically reappointed as

auditor under Part 11, Section 207T of the Act.

The Audit and Risk Committee has assessed PwC

to be independent and confirmed that the non-audit

services provided in relation to confirming the amounts

used in the performance fee calculation has not

compromised PwC’s independence.

PwC, as external auditor of the 2018 financial

statements, is invited to attend this year’s annual

meeting and will be available to answer questions

about the conduct of the audit, preparation and

content of the auditor’s report, accounting policies

adopted by Marlin, and their independence in relation

to the conduct of the audit.

Marlin delegates the day-to-day management

responsibilities to Fisher Funds and the designated

Corporate Manager is responsible for operational and

compliance risks across Marlin’s business.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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33

CORPORATE GOVERNANCE STATEMENT CONTINUED
Principle 8 – Shareholder rights and relations

The board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the is su e r.

Information for shareholders

The board recognises the importance of providing

shareholders with comprehensive, timely and equal

access to information about its activities. The board

aims to ensure that shareholders have available to

them all information necessary to assess Marlin’s

performance.

Marlin’s website, www.marlin.co.nz, provides

information to shareholders and investors about the

company. Marlin’s ‘Investor Centre’ contains a range

of information including periodic and continuous

disclosures to the NZX, half year and annual reports

and content related to the Annual Shareholders’

Meeting. The website also contains information about

Marlin’s directors, copies of key corporate governance

documents and general company information.

The board recognises that other stakeholders may

have an interest in Marlin’s activities. While there are

no specific stakeholders’ interests that are currently

identifiable, Marlin will continue to review policies in

consideration of future interests.

Communicating with shareholders

Marlin communicates regularly with its shareholders

through its monthly and quarterly updates. The

company receives questions from shareholders from

time to time, and has processes in place to ensure

shareholder communications are responded to within a

reasonable timeframe. The company’s website sets out

Marlin’s appropriate contact details for communications

from shareholders. Marlin also provides options for

shareholders to receive and send communications by

post or electronically.

Shareholder voting rights

In accordance with the Companies Act 1993, Marlin’s

Constitution and the NZX Main Board Listing Rules,

Marlin refers major decisions which may change the

nature of Marlin to shareholders for approval. Marlin

conducts voting at its shareholder meetings by way of

poll and on the basis of one share, one vote.

Notice of annual meeting

The 2018 Marlin Notice of Annual Meeting will be

available on the Marlin website at least 28 days prior to

the meeting.

This year’s meeting will be held at 10.30am on 31

October 2018, at the Ellerslie Event Centre in Auckland.

Full participation of shareholders is encouraged at the

annual meeting and shareholders are encouraged to

submit questions in writing prior to the meeting.

Management Agreement Renewal

The Management Agreement between Marlin and

Fisher Funds is subject to renewal every five years. The

Management Agreement is next subject to renewal in

2022.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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34

For the year ended 30 June 2018
DIRECTORS’ STATEMENT

OF RESPONSIBILITY

We present the financial statements for Marlin Global Limited for the year ended 30 June 2018.

We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the

Company as at 30 June 2018 and its financial performance and cash flows for the year ended on that date.

We have ensured that the accounting policies used by the Company comply with generally accepted

accounting practice in New Zealand and believe that proper accounting records have been kept. We have

ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.

We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and

detect fraud and other irregularities.

The Marlin board authorised these financial statements for issue on 20 August 2018.

Alistair Ryan Carmel Fisher

Carol Campbell Andy Coupe

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ANNUAL REPORT

2018

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35

FINANCIAL
STATEMENTS CONTENTS

37Statement of Comprehensive Income

38Statement of Changes in Equity

39Statement of Financial Position

40Statement of Cash Flows

41Notes to the Financial Statements

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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2018

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3637

The accompanying notes form an integral part of these financial statements.
Notes 2018 2017

$000 $000

Interest income 40 31

Dividend income 767 808

Net changes in fair value of financial assets and liabilities2 25,787 19,455

Other income3 2,096 3

Total net income 28,690 20,297

Operating expenses4 (4,954) (3,880)

Operating profit before tax 23,736 16,417

Total tax benefit/(expense)5 86 (730)

Net operating profit after tax 23,822 15,687


Other comprehensive income 0 0

Total comprehensive income after tax 23,822 15,687

Basic earnings per share720.20c13.51c

Diluted earnings per share720.08c13.51c

STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2018

MARLIN GLOBAL LIMITED

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MARLIN GLOBAL LIMITED

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2018

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3637

STATEMENT OF
CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2018

MARLIN GLOBAL LIMITED

Attributable to shareholders of the company

Notes

Share

Capital

(Accumulated

Deficits)/

Retained

Earnings

Tot al

Equity

$000$000 $000

Balance at 1 July 2016 10 8 ,13 8 (13,883)94,255

Comprehensive income

Profit for the year 0 15,687 15,687

Other comprehensive income 0 0 0

Total comprehensive income for the year ended 30 June 2017 0 15,687 15,687


Transactions with owners

Shares issued for warrants exercised6 1,13 9 0 1,13 9

Share buybacks6 (529) 0 (529)

Dividends paid6 0 ( 7, 9 14 ) ( 7, 9 14 )

New shares issued under dividend reinvestment plan6 2,896 0 2,896

Shares issued from treasury stock under dividend

reinvestment plan

6 392 0 392

Total transactions with owners for the year ended 30 June 2017 3,898 ( 7, 914) (4,016)

Balance at 30 June 2017 112 ,0 3 6 (6 ,110 ) 105,926


Comprehensive income

Profit for the year 0 23,822 23,822

Other comprehensive income 0 0 0

Total comprehensive income for the year ended 30 June 2018 0 23,822 23,822


Transactions with owners

Share buybacks6 ( 3 ,12 2) 0 ( 3 ,12 2)

Warrant issue costs6 (21) 0 (21)

Dividends paid6 0 (8,928) (8,928)

New shares issued under dividend reinvestment plan6 542 0 542

Shares issued from treasury stock under dividend

reinvestment plan

6 3 ,18 5 0 3 ,18 5

Total transactions with owners for the year ended 30 June 2018 584 (8,928) (8,344)

Balance at 30 June 2018 112 ,6 2 0 8,784 121,404

The accompanying notes form an integral part of these financial statements.

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ANNUAL REPORT

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3839

STATEMENT OF
FINANCIAL POSITION

AS AT 30 JUNE 2018

MARLIN GLOBAL LIMITED

Notes 2018 2017

$000 $000

SHAREHOLDERS' EQUITY6121,404105,926

Represented by:

ASSETS

Current Assets

Cash and cash equivalents10 4,287 4,865

Trade and other receivables8 173 150

Financial assets at fair value through profit or loss2 121,220 103,235

Current tax receivable5 192 0

Total Current Assets 125,872 108,250


Non-current Assets

Deferred tax asset5 208 0

Total Non-current Assets 208 0

TOTAL ASSETS 126,080 108,250

LIABILITIES

Current Liabilities

Financial liabilities at fair value through profit or loss 2 1,715 96

Current tax payable5 0 300

Trade and other payables 9 2,961 1,928

Total Current Liabilities 4,676 2,324

TOTAL LIABILITIES 4,676 2,324

NET ASSETS 121,404 105,926

These financial statements have been authorised for issue for and on behalf of the board by:


A B Ryan C A Campbell

Chair Chair of the Audit and Risk Committee

20 August 2018 20 August 2018

The accompanying notes form an integral part of these financial statements.

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3839

STATEMENT OF
CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2018

MARLIN GLOBAL LIMITED

Notes20182017

$000 $000

Operating Activities

Sale of investments 48,730 43,031

Interest received 40 32

Dividends received 782 818

Other income 2,038 0

Purchase of investments ( 3 9, 311) (38,560)

Operating expenses (3,912) (1,662)

Other expenses 0 (103)

Ta xe s pa id (613) (1,15 9 )

Net cash inflows from operating activities10 7,75 4 2,397

Financing Activities

Proceeds from warrants exercised 0 1,13 9

Warrant issue costs (21) 0

Share buybacks ( 3 ,16 0 ) (491)

Dividends paid (net of dividends reinvested) (5,201) (4,626)

Net cash outflows from financing activities (8,382) (3,978)

Net decrease in cash and cash equivalents held (628) (1,581)

Cash and cash equivalents at beginning of the year 4,865 6,321

Effects of foreign currency translation on cash balance 50 125

Cash and cash equivalents at end of the year10 4,287 4,865

The accompanying notes form an integral part of these financial statements.

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4041

NOTES TO THE
FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

MARLIN GLOBAL LIMITED

NOTE 1 BASIS OF ACCOUNTING

Reporting Entity

Marlin Global Limited (“Marlin” or “the company”) is listed on the NZX Main Board, is registered in

New Zealand under the Companies Act 1993 and is a FMC Reporting Entity under the Financial

Markets Conduct Act 2013.

The company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.

Basis of Preparation

These financial statements have been prepared in accordance with the requirements of Part 7

of the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand

Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS) as appropriate for profit-oriented entities, and

International Financial Reporting Standards (IFRS).

The financial statements have been prepared on the historical cost basis, as modified by the fair

valuation of certain assets as identified in specific accounting policies and in the accompanying

notes. The financial statements are presented in New Zealand dollars, rounded to the nearest one

thousand dollars.

The financial statements include GST where it is charged by other parties as it cannot be reclaimed.

Foreign Currency Transactions and Translations

Foreign currency transactions are converted into New Zealand dollars using exchange rates

prevailing at transaction date. Foreign currency assets and liabilities are translated into New Zealand

dollars using the exchange rates prevailing at the balance date.

Foreign exchange gains or losses relating to the financial assets and liabilities at fair value through

profit or loss are presented in the Statement of Comprehensive Income within “Net changes in fair

value of financial assets and liabilities”.

Foreign exchange gains and losses relating to cash and cash equivalents, trade and other

receivables, and trade and other payables are presented in the Statement of Comprehensive Income

within “Other income”.

Accounting Policies

Accounting policies that summarise the recognition and measurement basis used and are relevant

to an understanding of the financial statements, are provided throughout the notes to the financial

statements and are designated by a

symbol.

The accounting policies adopted have been consistently applied to all years presented, unless

otherwise stated. NZ IFRS 9: Financial Instruments is a standard relevant to the company which is

not yet effective and has not yet been applied in preparing the financial statements. Based on the

company’s assessment, NZ IFRS 9 is not expected to have a material impact on the classification

and measurement of the company’s financial assets. Minor changes are expected to disclosures

about the company’s financial assets, particularly in the year of adoption of the new standard.

There are no other accounting standards that have been issued but are not yet effective that are

expected to have a material impact on these financial statements.

Critical Judgements, Estimates and Assumptions

The preparation of financial statements requires the directors to make judgements, estimates and

assumptions that affect the application of policies and reported amounts of assets and liabilities,

income and expenses. Judgements are designated by a

j

symbol in the notes to the financial

statements. There were no material estimates or assumptions required in the preparation of these

financial statements.

Authorisation of Financial Statements

The Marlin board of directors authorised these financial statements for issue on 20 August 2018.

No party may change these financial statements after their issue.

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FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 2 INVESTMENTS

Investments are initially recognised at fair value and are subsequently revalued to reflect changes

in fair value. Net changes in the fair value of investments are recognised in the Statement of

Comprehensive Income.

Listed equity investments are classified as designated investment assets at fair value through profit

or loss. Forward foreign exchange contracts are classified as held for trading financial assets at fair

value through profit or loss.

Forward foreign exchange contracts can be used as economic hedges for equity investments

against currency risk. Therefore, they are accounted for on the same basis as those investments

and are recognised at their fair value.

All purchases and sales of investments are recognised at trade date, which is the date the

company commits to purchase or sell the investment and transaction costs are expensed as

incurred. When an investment is sold, any gain or loss arising on the sale is included in the

Statement of Comprehensive Income. Realised gains or losses are calculated as the difference

between the sale proceeds and the carrying amount of the item.

Dividend income from investments is recognised in the Statement of Comprehensive Income when

the company’s right to receive payments is established (ex-dividend date).


j

Marlin has classified all its investments at fair value through profit or loss. This designation on

inception is to provide more relevant information given that the investment portfolio is managed,

and performance evaluated, on a fair value basis, in accordance with a documented investment

strategy.

The fair value of listed equity investments traded in active markets are based on last sale prices

at balance date, except where the last sale price falls outside the bid-ask spread for a particular

investment, in which case the bid price will be used to value the investment.

The fair value of forward foreign exchange contracts is determined by using valuation techniques

based on spot exchange rates and forward points supplied by The World Markets Company PLC

via Thomson Reuters.

2018 2017

$000$000

Financial assets and liabilities at fair value through profit or loss

Financial Assets:

Investments designated at fair value through profit or loss

International listed equity investments121,19 4103,047

Financial assets at fair value through profit or loss - held for trading

Forward foreign exchange contracts26188

Total financial assets at fair value through profit or loss121,220103,235


Financial Liabilities:

Financial liabilities at fair value through profit or loss - held for trading

Forward foreign exchange contracts 1,71596

Total financial liabilities at fair value through profit or loss 1,71596

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NOTE 2 INVESTMENTS CONTINUED
2018 2017

$000$000

Net changes in fair value of financial assets and liabilities

Investments designated at fair value through profit or loss

International equity investments 21,99219,775

Foreign exchange gains/(losses) on equity investments 7,16 2(2,077)

Total gains on designated financial assets 2 9,15 417,6 9 8

Investments at fair value through profit or loss - held for trading

(Losses)/gains on forward foreign exchange contracts(3,367)1,757

Total (losses)/gains on financial assets and liabilities held for

trading

(3,367)1,757

Net changes in fair value of financial assets and liabilities25,78719,455

The fair value of thirteen stocks was determined using the bid price (2017: eight stocks).

The notional value of forward foreign exchange contracts held at 30 June 2018 was $49,287,240

(30 June 2017: $40,740,999).

Investments recognised at fair value are categorised according to a fair value hierarchy that shows

the extent of judgement used in determining their fair value. Where unadjusted quoted prices

are used, the investments are categorised as Level 1. When inputs derived from quoted prices

are used, the investments are categorised as Level 2 and, if inputs are not based on observable

market data they are categorised as Level 3.


j

All equity investments held by Marlin are categorised as Level 1 and all forward foreign exchange

contracts are classified as Level 2 in the fair value hierarchy.

There were no financial instruments classified as Level 3 at 30 June 2018 (30 June 2017: none).

NOTE 3 OTHER INCOME

2018 2017

$000$000

GST refund (note 11)1,86 00

Foreign exchange gains on cash and cash equivalents2363

Total other income2,0963

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NOTE 4 OPERATING EXPENSES
2018 2017

Management fee (note 11) 1,468 1,453

Performance fee (note 11) 2,713 1,645

Administration services (note 11) 159 159

Directors' fees (note 11) 132 144

Brokerage 138 103

Custody and accounting fees 92 138

Investor relations and communications 92 93

NZX fees 41 42

Professional fees 43 37

Auditor's fees:

Statutory audit and review of financial statements 35 33

Non-assurance services

1

5 2

Regulatory fees 9 3

Other operating expenses 27 28

Total operating expenses 4,954 3,880

1

Non-assurance services relate to agreed upon procedures performed in respect of the performance fee

calculation. No other fees were paid to the auditor during the year (2017: nil).

NOTE 5 TA X ATION

Marlin is a Portfolio Investment Entity (“PIE”) for tax purposes.

Taxation expense comprises both current and deferred tax. Current tax is the expected tax

payable on the taxable income for the year, using tax rates enacted at balance date, and any

adjustment to tax payable in respect of previous years. Current tax for current and prior periods

is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax (if

any) is recognised as the differences between the carrying amounts of assets and liabilities in the

financial statements and the amounts used for taxation purposes. A deferred tax asset is only

recognised to the extent it is probable it will be utilised.

2018 2017

$000$000

Taxation expense is determined as follows:

Operating profit before tax 23,73616,417

Non-taxable realised gain on financial assets and liabilities (19,466)(10,877)

Non-taxable unrealised gain on financial assets and liabilities (9,688)(6,821)

Fair Dividend Rate income 5,3054,568

Exempt dividends subject to Fair Dividend Rate (764)(816)

Non-deductible expenses and other 573136

Prior period adjustment (2)0

Taxable (loss)/income (306)2,607

Tax at 28% (86)730

Taxation expense comprises:

Current tax 121730

Deferred tax (206)0

Prior period adjustment (1)0

Total tax (benefit)/expense (86)730

FOR THE YEAR ENDED 30 JUNE 2018

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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NOTE 5 TAXATION CONTINUED
2018 2017

$000$000

Current tax balance

Opening balance(300)(729)

Current tax movements(121)(723)

Ta x pa id6131,15 9

Credits used0(7)

Current tax receivable/(payable)192(300)


Deferred tax balance

Opening balance 0 0

Current year losses 206 0

Other 2 0

Deferred tax asset 208 0


j

A deferred tax asset has been recognised as it is probable that future tax profits will be available to

utilise the loss.

Imputation credits

The imputation credits available for subsequent reporting periods total $1,105 (2017: $304,435). This

amount represents the balance of the imputation credit account at the end of the reporting period,

adjusted for imputation credits that will arise from the receipt of dividends recognised as a receivable

at 30 June 2018.

NOTE 6 SHAREHOLDERS’ EQUITY

Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new

shares and warrants are shown in equity as a deduction.

When shares are acquired by the company, the amount of consideration paid is recognised directly

in equity. Acquired shares are classified as treasury stock and presented as a deduction from

share capital. When treasury stock is subsequently sold or reissued, the cost of treasury stock is

reversed and the realised gain or loss on sale or reissue, net of any directly attributable incremental

transaction costs, is recognised within share capital.

Marlin has 119,304,538 fully paid ordinary shares on issue (2017: 118,431,288). All ordinary shares

rank equally and have no par value. All shares carry an entitlement to dividends and one vote is

attached to each fully paid ordinary share.

Buybacks

Marlin maintains an ongoing share buyback programme. As at 30 June 2018, Marlin had acquired

3,781,447 (2017: 678,997) shares under the programme which allows up to 5% of the ordinary shares

on issue (as at the date 12 months prior to the acquisition) to be acquired. Shares acquired under the

buyback programme are held as treasury stock and subsequently reissued to shareholders under

the dividend reinvestment plan. There was no treasury stock held at balance date (2017: 165,681

shares held as treasury stock).

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FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 6 SHAREHOLDERS’ EQUITY CONTINUED

Warrants

On 2 May 2018, 29,684,140 new Marlin warrants were allotted and quoted on the NZX Main Board on

3 May 2018. One new warrant was issued to all eligible shareholders for every four shares held on

record date (1 May 2018). The warrants are exercisable at $0.83 per warrant, adjusted down for

dividends declared during the period up to the exercise date of 12 April 2019. Warrant holders can

elect to exercise some or all of their warrants on the exercise date subject to a minimum exercise of

500 warrants.

On 14 July 2015, 27,546,716 Marlin warrants were allotted and quoted on the NZX Main Board on

15 July 2015. On 5 August 2016, 1,419,270 warrants were exercised at $0.81 per warrant and the

remaining 26,127,446 warrants lapsed.

Dividends

Dividend distributions to the company’s shareholders are recognised as a liability in the financial

statements in the period in which the dividends are declared by the Marlin board.

Marlin has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid

during the year comprised:

2018

$000

Cents per

share

2017

$000

Cents per

share

29 Sep 20172,15 61.8330 Sep 20161, 9741.72

22 Dec 20172,19 01.8722 Dec 20161,9911.72

29 Mar 20182,2661.9331 Mar 20171,9391.66

29 Jun 20182,3161.9 629 Jun 20172,0101.71

8,9287.597, 9146.81

Dividend Reinvestment Plan

Marlin has a dividend reinvestment plan which provides shareholders with the option to reinvest all

or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-day volume

weighted average share price from the date the shares trade ex-entitlement. During the year ended

30 June 2018, 4,654,697 ordinary shares (2017: 4,321,386 ordinary shares) were issued in relation

to the plan for the quarterly dividends paid. To participate in the dividend reinvestment plan, a

completed participation notice must be received by Marlin before the next record date.

NOTE 7 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the

company by the weighted average number of ordinary shares on issue during the year. Diluted

earnings per share assumes conversion of all dilutive potential ordinary shares in determining the

denominator.

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NOTE 7 EARNINGS PER SHARE CONTINUED
2018 2017


Basic earnings per share

Profit attributable to owners of the company ($'000)23,82215,687

Weighted average number of ordinary shares on issue net of treasury stock ('000) 117, 9 5 9116 ,112

Basic earnings per share20.20c13.51c


Diluted earnings per share

Profit attributable to owners of the company ($'000)23,82215,687

Weighted average number of ordinary shares on issue net of treasury stock ('000) 117, 9 5 9116 ,112

Diluted effect of warrants on issue ('000)6530

118 , 612116 ,112

Diluted earnings per share20.08c13.51c

NOTE 8 TRADE AND OTHER RECEIVABLES

Trade and other receivables are classified as loans and receivables and are initially recognised at fair

value, and subsequently measured at amortised cost less any provision for impairment. Receivables are

assessed on a case-by-case basis for impairment.


j

The fair value of trade and other receivables is equivalent to their carrying amount.

2018 2017

$000$000

Interest receivable04

Dividends receivable923

Other receivables and prepayments164123

Total trade and other receivables173150

NOTE 9 TRADE AND OTHER PAYABLES

Trade and other payables are classified as other financial liabilities and are initially recognised at fair

value, and subsequently measured at amortised cost.


j

The fair value of trade and other payables is equivalent to their carrying amount.

2018 2017

$000$000

Related party payable (note 11)2,8561,788

Other payables and accruals105102

Share buyback payable038

Total trade and other payables2,9611,928

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FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 10 CASH AND CASH FLOW RECONCILIATION

Cash and Cash Equivalents

Cash and cash equivalents are classified as loans and receivables and comprise cash on deposit

at banks and short-term money market deposits.

2018 2017

$000$000

Cash - New Zealand dollars 1,487 2,206

Cash - International currency 2,800 2,659

Cash and Cash Equivalents 4,287 4,865


Reconciliation of Net Operating Profit after Tax to Net Cash Flows

from Operating Activities

Net operating profit after tax 23,822 15,687

Items not involving cash flows:

Unrealised gains on cash and cash equivalents (50) (125)

Unrealised gains on revaluation of investments (7,906) (6,567)

( 7, 9 5 6 ) (6,692)

Impact of changes in working capital items

Increase in trade and other payables 1,033 173

(Increase)/decrease in trade and other receivables (23) 588

Change in current and deferred tax (700) (429)

310 332

Items relating to investments

Amount paid for purchases of investments ( 3 9, 311) (38,560)

Amount received from sales of investments 48,730 43,031

Realised gains on investments ( 17, 8 7 9 ) (12,887)

Increase in unsettled purchases of investments 0 1,578

Decrease in unsettled sales of investments 0 (54)

(8,460) (6,892)

Other

Decrease/(increase) in share buybacks payable 38 (38)

38 (38)

Net cash inflows from operating activities 7,75 4 2,397

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NOTE 11 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant

influence over the other party in making financial or operational decisions.

Transactions with related parties

The Manager of Marlin is Fisher Funds Management Limited (“Fisher Funds” or “the Manager”). Fisher

Funds is a related party by virtue of the Management Agreement and having a director in common. In

return for the performance of its duties as Manager, Fishers Funds is paid the following fees:

(i) Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and

payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the

Manager’s interests with those of the Marlin shareholders. For every 1% underperformance (relative

to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by 0.1%,

subject to a minimum 0.75% per annum management fee.

(ii) Performance fee: Fisher Funds may earn an annual performance fee of 15% (plus GST) of

excess returns over and above the performance fee hurdle return (being the change in the NZ 90 Day

Bank Bill Index plus 5%) subject to achieving the High Water Mark (“HWM”).

The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset

value per share (after adjustment for capital changes and distributions) at the end of any previous

calculation period in which a performance fee was payable, multiplied by the number of shares on

issue at the end of the period.

In accordance with the terms of the Management Agreement, when a performance fee is earned it is

paid within 30 days of the balance date and, subject to all regulatory requirements, the Manager will

use 25% of the performance fee to acquire shares in Marlin on-market within 90 days of receipt of the

performance fee.

Performance fees paid to the Manager are recognised as an expense in the Statement of

Comprehensive Income in line with a typical operating expense.

At 30 June 2018 the Manager had achieved a return in excess of the performance fee hurdle return

and the HWM. For the year ended 30 June 2018, excess returns of $17,818,934 (2017: $11,267,111)

were generated and the net asset value per share before the deduction of a performance fee was

$1.02 (2017: $0.90), which exceeded the HWM after adjustment for capital changes and distributions

of $0.83 (2017: $0.82). Accordingly, the company has expensed a performance fee of $2,712,933

(including GST) for the year ended 30 June 2018 (30 June 2017: $1,645,381).

(iii) Administration fee: Fisher Funds provides corporate administration services and a fee is

payable monthly in arrears.

2018 2017

$000$000

Fees earned and payable:

Fees earned by the Manager for the year ending 30 June

Management fees 1,468 1,453

Performance fees 2,713 1,645

Administration services 159 159

Total fees earned by the Manager 4,340 3,257


Fees payable to the Manager at 30 June

Management fees 130 130

Performance fees 2,713 1,645

Administration services 13 13

Total fees payable to the Manager 2,856 1,788

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FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 11 RELATED PARTY INFORMATION CONTINUED

Investments by the Manager

The Manager held shares in, and received dividends from, the company at 30 June 2018 which total

1.08% of the total shares on issue (2017: 0.69%) and 1.07% of the total warrants on issue (2017: n/a).

Investment transactions with related parties

Off-market transactions between Marlin and other funds managed by Fisher Funds take place for

the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are

conducted after the market has closed at last sale price (on an arm’s length basis). Purchases for the

year ended 30 June 2018 totalled $nil (2017: $nil) and sales totalled $488,980 (2017: $nil).

GST Refund

Fisher Funds historically charged Marlin GST at the standard GST rate on the provision of investment

services. Last year the Inland Revenue Department (“IRD”) confirmed that the lower GST fund manager

rate of 1.5% could be charged to Marlin (and this rate has been applied since 1 August 2017).

During April 2018, Marlin received from Fisher Funds $1,875,253, being a refund of overcharged GST of

$1,747,301 plus use of money interest (“UOMI”) of $127,952 on the provision of investment services to

Marlin for the eight year period from 1 August 2009 to 31 July 2017.

In the Statement of Comprehensive Income, the portion of the GST refund relating to historical years

of $1,731,576 and UOMI of $127,952, which totals $1,859,528, has been recognised as other income,

with the balance of $15,726 relating to the current year recognised as a reduction in management fee

expense. The GST refund and UOMI was excluded from the performance fee calculation as it was not

generated by investment activity.

Directors

The directors of Marlin are the only key management personnel and they earn a fee for their services.

The directors’ fee pool is $125,000 (plus GST if any) per annum. The amount paid to directors is

disclosed in note 4 under directors’ fees (currently only independent directors earn a director’s fee).

The directors also held shares in the company at 30 June 2018 which total 0.71% of total shares on

issue (30 June 2017: 0.43% of the total shares on issue) and 0.70% of total warrants on issue (30 June

2017: n/a). Dividends were also received by the directors as a result of their shareholding.

NOTE 12 FINANCIAL RISK MANAGEMENT

The company is subject to a number of financial risks which arise as a result of its investment activities,

including market risk, credit risk and liquidity risk.

The Management Agreement between Marlin and Fisher Funds details permitted investments. Financial

instruments currently recognised in the financial statements also comprise cash and cash equivalents,

forward foreign exchange contracts, trade and other receivables and trade and other payables.

Market Risk

All equity investments present a risk of loss of capital, often due to factors beyond the company’s

control such as competition, regulatory changes, commodity price changes and changes in general

economic climates domestically and internationally. The Manager moderates this risk through careful

stock selection and diversification, daily monitoring of the market positions and regular reporting to the

board of directors. In addition, the Manager has to meet the criteria of authorised investments within the

prudential limits defined in the Management Agreement.

The country in which Marlin’s exposure is 10% or greater of the portfolio is the United States 73% (2017:

United States 62%).

The maximum market risk resulting from financial instruments is determined as their fair value.

Price Risk

Price risk is the risk of gains or losses from changes in the market price of investments. The company is

exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. There were no

companies individually comprising more than 10% of Marlin’s total assets at 30 June 2018 (30 June 2017:

none).

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NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
Market Risk (continued)

Interest Rate Risk

Interest rate risk is the risk of movements in interest rates. Surplus cash is held in interest bearing

foreign currency and New Zealand bank accounts. The company is therefore exposed to the risk of

gains or losses or changes in interest income from movements in both international and New Zealand

interest rates. There is no hedge against the risk of movements in interest rates.

Currency Risk

Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because

of changes in foreign exchange rates. The company holds assets denominated in international

currencies and it is therefore exposed to currency risk as the value of cash held in international

currencies will fluctuate with changes in the relative value of the New Zealand dollar. The company

mitigates this risk by entering into forward foreign exchange contracts as and when the Manager

deems it appropriate. At any time during the year the portfolio may be hedged by an amount deemed

appropriate by the Manager.

Sensitivity Analysis

The table below summarises the impact on net operating profit after tax and shareholders’ equity to

reasonably possible changes arising from market risk exposure at 30 June as follows:

2018 2017

$000$000

Price risk

1


Investments designated at fair value (listed)Carrying value121,19 4103,047

Impact of a 10% change in market prices: +/- 12,11910,305

Interest rate risk

2


Cash and cash equivalentsCarrying value4,2874,865

Impact of a 1% change in interest rates: +/- 4349

Currency risk

3


Cash and cash equivalentsCarrying value2,8002,659

Impact of a +10% change in exchange rates(255)(242)

Impact of a -10% change in exchange rates311296

Investments designated at fair value (listed)Carrying value121,19 4103,047

Impact of a +10% change in exchange rates(11, 018 )(9,367)

Impact of a -10% change in exchange rates13,46611, 4 5 0

Financial assets and liabilities held for tradingCarrying value(1,689)92

Impact of a +10% change in exchange rates4,481(2, 217 )

Impact of a -10% change in exchange rates(5,476)2,708

Net foreign currency payables/receivablesCarrying value 11023

Impact of a +10% change in exchange rates(10)(2)

Impact of a -10% change in exchange rates123

1

A variable of 10% was selected for price risk as this is a reasonably expected movement based on historic

trends in equity prices.

2

A variable of 1% was selected as this is a reasonably expected movement based on past overnight cash rate

movements. The percentage movement for the interest rate sensitivity relates to an absolute change in the

interest rate rather than a percentage change in interest rate.

3

A variable of 10% was selected as this is a reasonably expected movement based on historic trends in

exchange rate movements.

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FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED

Market Risk (continued)

Credit Risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial

loss to the company. In the normal course of its business, the company is exposed to credit risk from

transactions with its counterparties.

Other than cash at bank and short-term unsettled trades, there are no significant concentrations of

credit risk. The company does not expect non-performance by counterparties, therefore no collateral

or security is required.

Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions in

listed securities are paid for on delivery according to standard settlement instructions. The company

invests cash with banks registered in New Zealand and internationally which carry a minimum short-

term credit rating of S&P A-1+ (or equivalent).

The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the

Statement of Financial Position.

Liquidity Risk

Liquidity risk is the risk that the assets held by the company cannot readily be converted to cash in

order to meet the company’s financial obligations as they fall due. The company endeavours to invest

the proceeds from the issue of shares in appropriate investments while maintaining sufficient liquidity

(through daily cash monitoring) to meet working capital and investment requirements.

Liquidity to fund investment requirements can be augmented through the procurement of a debt

facility from a registered bank to a maximum value of 20% of the gross asset value of the company.

There were no such debt facilities at 30 June 2018 (2017: nil).

Capital Risk Management

The company’s objective is to prudently manage shareholder capital (share capital, reserves, retained

earnings and borrowings (if any)).

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends

paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares and

secure borrowings in the short-term.

The company was not subject to any externally imposed capital requirements during the year.

Since announcing a long-term distribution policy in August 2010, the company continues to pay 2% of

average net asset value each quarter.

NOTE 13 NET ASSET VALUE

The audited net asset value per share of Marlin as at 30 June 2018 was $1.02 (30 June 2017: $0.89),

calculated as the net assets of $121,403,922 divided by the number of shares on issue of 119,304,538.

NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2018

(2017: nil).

NOTE 15 FINANCIAL REPORTING BY SEGMENTS

The company operates in a single operating segment, being international financial investment.

There has been no change to the operating segment during the year.

NOTE 16 SUBSEQUENT EVENTS

The Board declared a dividend of 2.05 cents per share on 20 August 2018. The record date for this

dividend is 13 September 2018 with a payment date of 28 September 2018.

There were no other events which require adjustment to or disclosure in these financial statements.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of Marlin Global Limited

Marlin Global Limited’s financial statements comprise:

 the statement of financial position as at 30 June 2018;

 the statement of comprehensive income for the year then ended;

 the statement of changes in equity for the year then ended;

 the statement of cash flows for the year then ended; and

 the notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the financial statements of Marlin Global Limited (the Company), present fairly, in all

material respects, the financial position of the Company as at 30 June 2018, its financial performance

and its cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) ISAs

(NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of

our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Company including agreed upon procedures in relation to

the performance fee calculation. The provision of these other services has not impaired our

independence.


 

 

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of Marlin Global Limited

Marlin Global Limited’s financial statements comprise:

 the statement of financial position as at 30 June 2018;

 the statement of comprehensive income for the year then ended;

 the statement of changes in equity for the year then ended;

 the statement of cash flows for the year then ended; and

 the notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the financial statements of Marlin Global Limited (the Company), present fairly, in all

material respects, the financial position of the Company as at 30 June 2018, its financial performance

and its cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) ISAs

(NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of

our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Company including agreed upon procedures in relation to

the performance fee calculation. The provision of these other services has not impaired our

independence.


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ANNUAL REPORT

2018

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MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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PwC 6

Our audit approach

Overview


An audit is designed to obtain reasonable assurance about whether the

financial statements are free from material misstatement.

Overall materiality: $607,000, which represents approximately 0.5% of net

assets. We used this benchmark because, in our view, this is an appropriate

benchmark for a Fund.

We agreed with the Audit and Risk Committee that we would report to them

misstatements identified during our audit above $56,000 as well as

misstatements below that amount that, in our view, warranted reporting for

qualitative reasons.

Because of the significance of the investments to the financial statements, we

have determined that there is one key audit matter: valuation and existence of

investments designated at fair value through profit or loss.


Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Company materiality for the financial statements as a whole as set out above.

These, together with qualitative considerations, helped us to determine the scope of our audit and the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in the aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and

our application of materiality. As in all of our audits, we also addressed the risk of management

override of internal controls including among other matters, consideration of whether there was

evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Company, the

type of investments held by the Company, the use of third party service providers, the accounting

processes and controls, and the industry in which the Company operates.

The Directors are responsible for the governance and the control activities of the Company. The

Directors have delegated certain responsibilities to Fisher Funds Management Limited (the

Investment Manager) and Trustees Executors Limited (the Administrator). The Company has also

appointed Trustees Executors Limited (the Custodian) to act as Custodian of the Company’s

investments.

In establishing our overall audit approach we assessed the risk of material misstatement, taking into

account the nature, likelihood and potential magnitude of any misstatement. As part of our risk

assessment, we considered the Company’s interaction with the Investment Manager and

Administrator and the control environment in place at the Administrator and the Custodian.


MARLIN GLOBAL LIMITED

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2018

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PwC 7

Key audit matter

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: valuation and existence of investments designated at fair value through profit or

loss. The matter was addressed in the context of our audit of the financial statements as a whole, and

in forming our opinion thereon, and we do not provide a separate opinion on the matter.

Key audit matter How our audit addressed the key audit matter

Valuation and existence of investments

designated at fair value through profit or loss

Investments designated at fair value through

profit or loss (the Investments) are valued at

$121.2 million and represent 96% of total

assets.

Further disclosures on the Investments are

included at note 2 to the financial statements.

This was an area of focus for our audit and the

area where significant audit effort was

directed.

As at 30 June 2018, all Investments are in

companies that are listed on stock exchanges

outside of New Zealand and Australia and are

actively traded with readily available, quoted

market prices. The market prices are quoted in

foreign currencies, which are then translated to

New Zealand dollars using the applicable

exchange rate at 30 June 2018.

All Investments are held by the Custodian on

behalf of the Company and administered by

the Administrator.

Our audit procedures included updating our

understanding of the business processes employed by

the Company for accounting for, and valuing, their

investment portfolio.

We obtained confirmation from the Custodian that

the company was the registered owner of all recorded

investments.

Our procedures also included obtaining the

Administrator’s and Custodian’s Internal Controls

Report for Custody, Investment Accounting and

Registry services for the periods ended 30 September

2017 and 31 March 2018. The Administrator and

Custodian have confirmed that there has been no

material change to their control environment in the

period from 1 April 2018 to 30 June 2018.

Our audit procedures over the valuation of the

Investments included agreeing the price for all

Investments held at 30 June 2018, and the exchange

rate at which they have been converted from the

foreign currency to New Zealand dollars, to

independent third party pricing sources. We had no

matters arising from the procedures performed.


Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. The annual report is expected to be made available

to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information included in the annual

report and we do not and will not express any form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other

information when it becomes available and, in doing so, consider whether the other information is

materially inconsistent with the financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to the Directors.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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55

 
PwC 8

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the Directors either intend to liquidate the Company or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs (NZ ) and ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.


For and on behalf of:





Chartered Accountants Auckland

20 August 2018

 


PwC8

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparingthe financial statements, the Directors are responsible for assessing the Company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the Directors either intend to liquidate the Company or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/

This description forms part of ourauditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.

For and on behalf of:

Chartered AccountantsAuckland

21 August 2017


MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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56

Spread of Shareholders as at 08 August 2018
Holding Range# of Shareholders# of Shares% of Total

1 to 99910742,5340.04

1,000 to 4,999328792,4420.67

5,000 to 9,9997114 , 5 8 7, 9 9 23.85

10,000 to 49,9991,77636,656,26230.72

50,000 to 99,99930719,958,03616.73

100,000 to 499,99922038,391,7183 2.17

500,000 +1918,875,55415.82

TOTAL3,468119, 3 0 4 , 5 3 8100%

20 Largest Shareholders as at 08 August 2018

Holder Name# of Shares% of Total

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>3 ,18 7, 4 6 22.67

ANTHONY JOHN SIMMONDS + MAUREEN SIMMONDS + HERON HILL

TRUSTEE COMPANY LIMITED <AJ & M SIMMONDS FAMILY A/C>

1,821,1481.52

HETTINGER NOMINEES LIMITED1,446,3451.21

FNZ CUSTODIANS LIMITED1,396,5481.17

ASB NOMINEES LIMITED <339992 A/C>1, 273 ,1421.07

THOMAS VINCENT BRIEN + JILLIAN MAUREEN BRIEN1, 0 6 2,18 80.89

ANTHONY JOHN SIMMONDS + MAUREEN SIMMONDS <AJ & M

SIMMONDS PARTNERSHIP A/C>

944,0430.79

CUSTODIAL SERVICES LIMITED <A/C 4>861,4220.72

BRYAN THOMAS SEDDON + DOROTHY EDITH ALLISON SEDDON800,0000.67

ZONDA TRUSTEES LIMITED7 9 7, 5 0 00.67

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>699,4000.59

GERARDUS VAN DEN BEMD6 5 7,7 2 00.55

RUSSELL IAN MOLLER6 25 ,10 00.52

PETER JOHN MOLLER + VICTOR ROSS ALEXANDER BEDFORD +

JEAN ELSPETH MOLLER <JEM FAMILY A/C>

595,7000.50

EDWARD ALLAN HUDSON586,5000.49

DONALYN KATHLEEN STANLEIGH GLOVER + KAY ADELA NIEPOLD

+ VERON ICA HOUSE LIMITED <GLOVER INVESTMENT A/C NO 1>

543,6270.46

WILLIAM FRANCIS GLOVER + VERONICA HOUSE LIMITED + KAY

ADELA NIEPOLD <GLOVER INVESTMENT A/C NO 2>

543,6270.46

JOHN HASTIE + ERICA DAWNE HASTIE525,0000.44

LEVERAGED EQUITIES FINANCE LIMITED509,0820.43

B A & M MASSEY TRUSTEES LIMITED464,3870.39

TOTAL19,339,94116.21

SHAREHOLDER INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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57

SHAREHOLDER INFORMATION CONTINUED
Spread of Warrant Holders as at 08 August 2018

Holding Range# of Warrant Holders# of warrants% of Total

1 to 99934119 5 ,74 90.66

1,000 to 4,9991,6 0 83,956,01313.33

5,000 to 9,9996694,334,92014.6 0

10,000 to 49,9995259,965,90133.58

50,000 to 99,999593,941,58513.28

100,000 to 499,999315,210,92417. 5 5

500,000 +32,079,0487. 0 0

TOTAL3,23629,684,140100%

20 Largest Warrant Holders as at 08 August 2018

Holder Name# of Warrants% of Total

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>8 6 7, 9 7 02.92

ANTHONY JOHN SIMMONDS + MAUREEN SIMMONDS + HERON HILL

TRUSTEE COMPANY LIMITED <AJ & M SIMMONDS FAMILY A/C>

694,0042.34

FNZ CUSTODIANS LIMITED517, 0 741.74

HETTINGER NOMINEES LIMITED353,3161.19

ASB NOMINEES LIMITED <339992 A/C>318,2861.07

JENNIFER GAYE SIMPSON25 6 ,7 740.87

THOMAS VINCENT BRIEN + JILLIAN MAUREEN BRIEN2 3 7, 2 6 20.80

ANTHONY JOHN SIMMONDS + MAUREEN SIMMONDS <AJ & M

SIMMONDS PARTNERSHIP A/C>

230,6130.78

COLIN HUGH NOTLEY + JAN MARIE NOTLEY <ALPINE CHATEAU A/C>220,0000 .74

LEVERAGED EQUITIES FINANCE LIMITED209,9390.71

CUSTODIAL SERVICES LIMITED <A/C 4>200,2290.68

RONALD BRUCE MACINTYRE200,0000.67

BRYAN THOMAS SEDDON + DOROTHY EDITH ALLISON SEDDON200,0000.67

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>174, 8 5 00.59

ROGER WILLIAM CLARK16 2,1510.55

ROSS SINCLAIR QUAYLE161,5780.54

GERARDUS VAN DEN BEMD160,6690.54

KINRICH HOLDINGS LIMITED160,0000.54

RUSSELL IAN MOLLER152,7010.51

PETER JOHN MOLLER + VICTOR ROSS ALEXANDER BEDFORD +

JEAN ELSPETH MOLLER <JEM FAMILY A/C>

145,5190.49

TOTAL5,622,93518.94

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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Directors’ Relevant Interests in Equity Securities as at 30 June 2018
STATUTORY INFORMATION

Interests Register

Marlin is required to maintain an interests register in which the particulars of certain transactions and matters

involving the directors must be recorded. The interests register for Marlin is available for inspection at its registered

office. Particulars of entries in the interests register as at 30 June 2018 are as follows:

Ordinary SharesWarrants

Held

Directly

Held by Associated

Persons

Held

Directly

Held by Associated

Persons

A B Ryan

(1)

60,44814,767

C M Fisher

(2)

699,400174, 8 5 0

C A Campbell

(3)

45,33511, 075

R A Coupe

(4)

31,4517, 6 8 3

(1) A B Ryan purchased 6,303 shares on market in the year ended 30 June 2018 as per the Marlin share purchase plan

(purchase price $0.79). A B Ryan received 5,377 shares in the year ended 30 June 2018, issued under the dividend

reinvestment plan (average issue price $0.81). A B Ryan was issued 14,767 warrants in the year ended 30 June 2018.

(2) Associated persons of C M Fisher purchased 300,000 shares on market in the year ended 30 June 2018. Associated

persons of C M Fisher were issued 174,850 warrants in the year ended 30 June 2018.

(3) C A Campbell purchased 4,727 shares on market in the year ended 30 June 2018 as per the Marlin share purchase plan

(purchase price $0.79). C A Campbell received 4,033 shares in the year ended 30 June 2018, issued under the dividend

reinvestment plan (average issue price $0.81). C A Campbell was issued 11,075 warrants in the year ended 30 June 2018.

(4) R A Coupe purchased 4,727 shares on market in the year ended 30 June 2018 as per the Marlin share purchase plan

(purchase price $0.79). R A Coupe received 2,797 shares in the year ended 30 June 2018, issued under the dividend

reinvestment plan (average issue price $0.81). R A Coupe was issued 7,683 warrants in the year ended 30 June 2018.

Directors’ Indemnity and Insurance

Marlin has arranged directors’ and officers’ liability insurance covering directors acting on behalf of Marlin. Cover

is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful acts

committed while acting for Marlin. The types of acts that are not covered include dishonest, fraudulent, malicious

acts or omissions, wilful breach of statute or regulations.

Marlin has granted an indemnity in favour of all current and future directors of the Company in accordance with its

constitution.

Directors Holding Office

Marlin’s directors as at 30 June 2018 were:

• A B Ryan (Chair)

• C M Fisher

• C A Campbell

• R A Coupe

During the year, there were no appointments to the board.

In accordance with the Marlin Global constitution, at the 2017 Annual Shareholders’ Meeting, Andy Coupe retired

by rotation and being eligible was re elected. Carol Campbell retires by rotation at the 2018 Annual Shareholders’

Meeting and being eligible, offers herself for re-election.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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STATUTORY INFORMATION CONTINUED
Directors’ Relevant Interests

The following are relevant interests of Marlin Global’s directors as at 30 June 2018:

A B RyanKingfish LimitedChair

Barramundi Limited Chair

Christchurch Casinos LimitedDirector

Metlifecare LimitedDirector

Evolve Education Group LimitedChair

Audit Oversight CommitteeMember

Kiwibank LimitedDirector

C M Fisher Kingfish LimitedDirector

Barramundi LimitedDirector

NZTE LimitedDirector

Fisher Funds Management LimitedDirector

C A CampbellKingfish LimitedDirector

Barramundi LimitedDirector

T&G Insurance LimitedDirector

Hick Bros Civil Construction Limited & associated companies Director

Woodford Properties LimitedDirector

alphaXRT LimitedDirector

New Zealand Post LimitedDirector

NZME LimitedDirector

Key Assets NZ LimitedDirector

Kiwibank LimitedDirector

Nica Consulting LimitedDirector

NPT LimitedDirector

Key Assets FoundationTrustee

Cord Bank LimitedDirector

Bankside Chambers LtdDirector

Chubb Insurance New Zealand LimitedDirector

R A CoupeKingfish LimitedDirector

Barramundi LimitedDirector

New Zealand Takeovers PanelChair

Coupe Consulting LimitedDirector

Farmright LimitedChair

Gentrack Group LimitedDirector

Briscoe Group Limited Director

Television New Zealand LimitedDeputy Chair

Auditor’s Remuneration

During the 30 June 2018 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers New Zealand.

$000

Statutory audit and review of financial statements35

Non assurance services5

PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under the

Auditor Regulation Act 2011.

Donations

Marlin Global did not make any donations during the year ended 30 June 2018.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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Net Asset Value (NAV)
The NAV per share represents the market value of the total assets of Marlin (investments and cash) less any

liabilities (expenses and tax), divided by the number of shares on issue. The NAV is calculated at the close of

business each Wednesday and at month end. The NAV is reviewed by PwC at interim period end and audited at the

end of each financial year. The NAV is announced to the NZX each Thursday and at month end.

This metric is useful as it reflects the underlying value of the investment portfolio.

Adjusted Net Asset Value (Adjusted NAV)

The adjusted NAV per share represents the total assets of Marlin (investments and cash) minus any liabilities

(expenses and tax) divided by the number of shares on issue and adds back dividends paid to shareholders and

adjusts for the impacts of shares issued under the dividend reinvestment plan at the discounted reinvestment price,

shares bought off the market (share buy-backs) at a price different to the NAV and warrants exercised at a price

different to the NAV at the time exercised.

Adjusted NAV assumes all dividends are reinvested in the company’s dividend reinvestment plan and excludes

imputation credits.

This metric is useful as it reflects the underlying performance of the investment portfolio adjusted for dividends,

share buy-backs and warrants, which are a capital allocation decisions and not a reflection of the portfolio’s

performance.

Adjusted NAV Return

The Adjusted NAV Return is the percentage change in Adjusted NAV and is calculated monthly, so the Adjusted

NAV Return for multi-month periods is the compounded monthly returns. The Adjusted NAV Return is the net return

to an investor after fees and tax.

The Adjusted NAV calculation and the Adjusted NAV Return are reviewed by an independent actuary at each interim

and annual reporting period.

Gross Performance Return

Gross Performance Return is an estimated investment return on a before tax and before expenses basis. It is

calculated monthly and is appropriate for assessing the Manager’s performance against an index or benchmark.

The monthly gross performance is calculated by adding together the interest, dividend income and investment

gains (or losses) generated by Marlin’s portfolio of investments over the month. The Gross Performance Return

represents the gross performance divided by Marlin’s opening asset value for the month plus the net cash flow for

the month, assuming it was paid mid-month. The result is expressed as a percentage. The Gross Performance

Return for multi-month periods are the compounded monthly returns.

The Gross Performance Return is used to compare the Manager’s performance against a benchmark index return

(which are also on a gross basis with no fees, costs or tax).

This metric reflects the Manager’s portfolio performance in terms of stock selection and hedging of currency

movements.

The Gross Performance Return is reviewed by an independent actuary at each interim and annual reporting period.

GLOS SARY

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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Total Shareholder Return (TSR)
The TSR combines the share price performance, the warrant price performance (when warrants are on issue), the

net value of converting warrants into shares, and dividends paid to shareholders.

TSR assumes:

• all dividends paid are reinvested in the company’s dividend reinvestment plan at the discounted reinvestment

price and excludes imputation credits.

• all shareholders that have received warrants (for free), have subsequently exercised their warrants at the

warrant expiry date and bought shares (if they were in the money).

This metric is useful as it reflects the return of an investor who reinvests their dividends and, if in the money,

exercises their warrants at warrant maturity date for additional shares. No metric has been included for investors

who choose other investment options. The TSR is reviewed by an Independent Actuary at each Interim and Annual

reporting period.

Operating expense (OPEX) ratio

The OPEX ratio represents total expenses, excluding brokerage and tax, divided by Marlin’s average net asset value

for the period. The result is expressed as a percentage.

This metric is useful when comparing Marlin’s expenses to other investment vehicles.

The OPEX ratio may also be reported on an excluding performance fees basis.

The OPEX ratio is reviewed by an independent actuary at each annual reporting period.

Dividend return

The dividend return is calculated by dividing the dollar value of dividends paid per share by the opening share price.

This metric is useful as it indicates how much Marlin pays out in dividends each year relative to its share price.

The dividend return is reviewed by an independent actuary at each interim and annual reporting period.

GLOSSARY CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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Registered Office
Marlin Global Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

Directors

Independent Directors

Alistair Ryan (Chair)

Carol Campbell

Andy Coupe

Director

Carmel Fisher

Corporate Manager

Wayne Burns

Manager

Fisher Funds Management

Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

Share Registrar

Computershare Investor

Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

A u c k l a n d 1142

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

For more information

For enquiries about transactions, changes of address and dividend payments, contact the share registrar

above. Alternatively, to change your address, update your payment instructions and to view your investment

portfolio including transactions online, please visit: www.investorcentre.com/NZ

For enquiries about Marlin contact

Marlin Global Limited

Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622

Private Bag 93502, Takapuna, Auckland 0740

Phone: +64 9 484 0365 | Fax: +64 9 489 7139 | Email: enquire@marlin.co.nz

Auditor

PricewaterhouseCoopers

New Zealand

Level 8

188 Quay Street

A u c k l a n d 1142

Solicitor

Bell Gully

Level 21

48 Shortland Street

Auckland 1010

Banker

ANZ Bank New Zealand Limited

23-29 Albert Street

Auckland 1010

Nature of Business

The principal activity of

Marlin is investment in

quality, growing companies

based outside New Zealand

and Australia.

The information contained in this annual report is provided for information purposes only and does not constitute an offer,

invitation, basis for a contract, financial advice, other advice or recommendation to conclude any transaction for the purchase

or sale of any security, loan or other instrument. In particular, the information contained in this annual report is not financial

advice for the purposes of the Financial Advisers Act 2008 and should not be relied upon when making an investment decision.

Professional financial advice from an authorised financial adviser should be taken before making an investment.

DIRECTORY

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2018

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SHAREHOLDER COMMUNICATIONS
Section 209C Notice


Electronic Annual Reports



Dear Shareholder,


We are pleased to advise that the Marlin Annual Report for the year ended 30 June 2018 is available on our website

at http://www.marlin.co.nz/investor-centre/reports-and-annual-meetings/. Future Annual Reports and Interim Reports

will be publically available from the same website.


Even though the Annual Report and Interim Report are available electronically, you can request that a printed copy of the

Annual Report and Interim Report (when available) be mailed to you free of charge by ticking the box below and returning

this form to Computershare in the enclosed reply paid envelope. If you make this request, we will send you a hard copy of

the Annual Report and Interim Report each year until you request us not to or you stop being a shareholder.






Keeping in touch online


We provide a number of communications to keep you informed as a Marlin shareholder: Monthly Updates, Quarter Update

Newsletters, Annual Meeting presentations, Annual Reports and Interim Reports. Each of these communications can be

found on our website www.marlin.co.nz under the heading Investor Centre.


You can choose to receive email notification of when the reports are available to view online by entering your email

address below and returning this form in the enclosed reply paid envelope; or fax to (09) 488 8787; or scan and email

to ecomms@computershare.co.nz







Alternatively, you can elect your preferences for shareholder communications online, by visiting

www.investorcentre.com/nz. Select ‘My profile’ and click on the ‘Update’ button on the communication preferences tile.

You will need your CSN or Holder Number and FIN to initially access Investor Centre and register your account. Once you

have registered your account you will access this service with your own User ID and Password.


Please remember that our website, www.marlin.co.nz, contains a lot of useful information, such as the weekly NAV,

current share price, portfolio performance, market announcements and key policies which is a resource established

for you as a shareholder. Please use the website, and if there is any additional information that you would find

valuable on the website don’t hesitate to let us know by emailing us at enquire@marlin.co.nz


If you have any questions about changing how you receive shareholder communications, please contact

Computershare using the contact details at the top of this form.






Provide your email address here

Yes, I’d like to receive all Marlin shareholder communications electronically. These communications include the

Annual and Interim Reports, payment advices, meeting documentation and any other company related

information which is appropriate to be sent electronically.


Update your information:

Yes, I would like to receive, free of charge, a printed copy of Marlin’s Annual and Interim Reports (when

available) each year.


Enquiries:



By Mail:

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142

Phone: +64 9 488 8777

Fax: +64 9 488 8787

Email: ecomms@computershare.co.nz

Online:

www.investorcentre.com/nz

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.