MLN – Dividend Reinvestment Plan 2020

DIVIDEND
REINVESTMENT PLAN
OFFER DOCUMENT
JANUARY 2020
MARLIN GLOBAL LIMITED

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CONTENTS
PAGE 02 Summary
PAGE 03 1. Introduction
PAGE 03 2. The Offer
PAGE 04 3. Method of Participation
PAGE 05 4. Additional Share Entitlement
PAGE 07 5. Compliance with Laws, Listing Rules and Constitution
PAGE 07 6. Operation of the Plan
PAGE 08 7. Statements to Shareholders
PAGE 08 8. Termination, Suspension and Modification
PAGE 10 9. Reduction or Termination of Participation Where no Notice Given
PAGE 10 10. Ta x
PAG E 11 11. C o s t s
PAG E 11 12. NZX Quotation
PAG E 11 13. Governing Law
PAGE 12 14. Other Information

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SUMMARY OF KEY FEATURES
The Plan provides Shareholders with the option to apply all or a specified part of any
cash dividends payable to them in subscribing for Shares.
Participation in the Plan is optional. All Shareholders holding Shares are eligible to
participate in the Plan (subject to paragraphs 2.3 and 2.4). Normal cash dividend
payments will be made in respect of Shares not participating in the Plan.
The Shares issued under the Plan will be issued at a 3% discount to the volume weighted
average Share price calculated on all sales of Shares which take place through the NZX
Main Board on the first five trading days on which the Shares trade ex-entitlement for the
relevant dividend or distribution.
Shares Rank Equally
The Shares issued under the Plan will rank equally with existing Shares.
What you are required to do
To participate in the Plan you must:
• Complete the Participation Notice which accompanies this document. You
may elect to participate in the Plan in regard to some or all of the Shares you
hold.
• Send the completed Participation Notice to the Company’s Share Registrar:
Marlin Global Limited Share Registrar
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Private Bag 92119
Auckland 1142

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1 Introduction
This document (the Offer Document) contains the terms and conditions (Terms and
Conditions) of an offer of fully paid ordinary shares (Shares) to be issued by Marlin
Global Limited (Marlin) pursuant to a Dividend Reinvestment Plan (the Plan).
Under the Plan, Marlin will offer holders of Shares in Marlin (Shareholders) the
opportunity to reinvest dividends and other pro-rata distributions in Marlin Shares
and thereby increase their investment in Marlin. The Board proposes to issue new
Shares under the Plan, or Shares acquired from the market, at a 3% discount (or
such percentage as the board may determine) to the volume weighted average
Share price calculated on all sales of Shares which take place through the NZX
Main Board on the first five trading days on which the Shares trade ex-entitlement
for the relevant dividend or distribution.
Shareholders may elect to forgo their right to dividends or pro-rata distributions on
all or any of their Shares and receive fully paid Shares in Marlin (Additional Shares)
instead. This Offer Document sets out the Terms and Conditions of the Plan as
approved by the Board of Directors of Marlin (the Board).
This Offer Document has been prepared as at January 2020.
2 The Offer
2.1 Offer to all Shareholders
Subject to paragraphs 2.3 and 2.4, Marlin offers to all Shareholders the right to
elect to participate in the Plan.
2.2 Available Options
Shareholders may elect to participate in the Plan by exercising one of the
following options:
(a) Full Participation
If you elect full participation, participation in the Plan will apply to all of your
Shares.
(b) Partial Participation – number of Shares
If you elect partial participation using a number of Shares, participation in the
Plan will only be for the number of Shares nominated by you.
(c) Partial Participation – percentage of Shares
If you elect partial participation using a fixed percentage of your Shares,
then each time participation in the Plan occurs, the elected percentage will
be applied to the total Shares that you hold in order to determine how many
Shares (rounded up or down (as applicable) to the nearest whole number of
Shares), you have nominated to participate in the Plan.

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(d) Non-Participation
If you do not wish to participate and you wish to receive dividends or
distributions in cash, you are not required to do anything. You will continue
to automatically receive in cash any dividends or distributions paid on all of
your Shares.
2.3 Ability to Exclude Overseas Shareholders from the Plan
The Plan is not open to participation by any Shareholder resident in any jurisdiction
outside New Zealand. The Board has adopted that policy on the basis that to offer
participation in the Plan to overseas Shareholders would risk breaching the laws of
overseas jurisdictions and it would be unduly onerous to ensure compliance with
the laws of those jurisdictions.
2.4 Exclusion where Liens or Charges over Shares
Any Shares over which Marlin has a lien or charge in accordance with Marlin’s
Constitution or other requirements of law will not be eligible to participate in the Plan.
3 Method of Participation
3.1 Participation Notice
To participate in the Plan a Shareholder must:
(a) complete the Participation Notice which accompanies this Offer Document (the
Participation Notice) in accordance with the instructions on that notice; and
(b) Forward the completed Participation Notice to:
Marlin Global Limited Share Registrar
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Private Bag 92119
A U C K L A N D 1142
3.2 Participation Effective for First Record Date
The record date for payment of a dividend or other distribution will be 5.00pm on
the date fixed by the Board for determining entitlements to the dividend or other
distribution (the Record Date).
Participation in the Plan will be effective as to dividends or pro-rata distributions
payable from the first Record Date after receipt by Marlin of a properly completed
Participation Notice, or, if a Participation Notice is received after the Record Date
for a dividend or distribution but before 5.00pm on the first NZX trading day after
that Record Date (Election Date). Any Participation Notice received after 5.00pm
on an Election Date for a dividend or distribution will be effective only from the next
following dividend or distribution.

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4 Additional Share Entitlement
4.1 General
The number of Additional Shares to be issued to a Shareholder who has
elected to participate in the Plan will be:
(a) based on the net amount of the dividend or pro-rata distribution the
Shareholder would otherwise have received on the Shares which they
elected to participate in the Plan; and
(b) calculated on the basis that the issue price of the Additional Shares will be a
set percentage of the volume weighted average Share sale price over a five
trading day period, as determined in accordance with the formula set out in
paragraph 4.2, where such percentage is determined from time to time by
the Board in its absolute discretion. As at the date of this Offer Document,
the percentage is 97 per cent.
4.2 Formula for Calculation of Number of Additional Shares
The number of Additional Shares to be issued to a Shareholder who has
elected to participate in the Plan will be calculated in accordance with the
following formula:
(S x D) + B
N = ----------------------
C x E
Where:
N is the number of Additional Shares which will be acquired by a Shareholder.
S is the number of Shares in respect of which an election to participate in the
Plan has been made by the Shareholder (being either all of their Shares, a set
number of their Shares for which an election to participate in the Plan has been
made, or a percentage of their Shares for which an election to participate in the
Plan has been made).
D is the amount of the dividend or pro-rata distribution (expressed in cents and
fractions of cents, but excluding any imputation credits and after deduction of
any amounts of resident withholding or other taxes, if any, payable by Marlin in
respect of the dividend or pro-rata distribution) payable per Share which would
otherwise have been payable to the Shareholder if the Shareholder had not
elected to participate in the Plan.
B is the amount held to the order of the Shareholder under the Plan in
accordance with paragraph 4.3 below as a result of rounding the number of
Additional Shares to be issued to the Shareholder when the Plan last operated.

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C is the volume weighted average sale price for a Share (expressed in cents and
fractions of cents) calculated on all sales of Shares which take place through the
NZX Main Board on the first five trading days on which the Shares trade ex-
entitlement for the relevant dividend or distribution (as determined by the Board).
If no sales of Shares occurred during the five trading days referred to above, then
the average sale price shall be deemed to be the first sale price for a Share which
took place through the NZX Main Board following the five day trading period as
determined by the NZX.
Any volume weighted average sale price so determined may be reasonably
adjusted by the Board to allow for any bonus or dividend or other distribution
expectation. If, in the opinion of the Board, in its sole discretion, any exceptional or
unusual circumstances have artificially affected the volume weighted average sale
price so determined, the Board may make such adjustment to that sale price as it
considers reasonable.
E is the percentage determined by the Board from time to time, in its absolute
discretion. As at the date of this Offer Document the percentage is 97 per cent.
The determination of each calculation referred to above by the Board will be
binding on all Shareholders participating in the Plan.
4.3 Fractional Entitlements
Where the number of Additional Shares calculated in accordance with the formula
in paragraph 4.2 includes a fraction, then the number of Additional Shares to be
issued shall be rounded down to the nearest whole number.
Any net amount of the dividend or distribution as described in the definition of ‘D’
plus the amount ‘B’ in paragraph 4.2 which is not applied to acquire part of an
Additional Share because of this paragraph 4.3 shall be held to the order of the
Shareholder and be applied under the Plan on the Shareholder’s behalf the next
time the Plan operates.
Should a Shareholder:
• terminate his or her participation in the Plan under paragraph 8.3; or
• cease to be a Shareholder,
any amount of NZ$2.00 or more which at the time is held to the order of the
Shareholder under this paragraph 4.3 will be paid in cash to the Shareholder on
the next dividend payment date. Amounts less than NZ$2.00 which are held to the
order of the Shareholder will be forfeited.

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4.4 Share Price Information Publicly Available
Marlin will ensure that, each time the price for the Additional Shares is set under
paragraph 4.2, Marlin will have no information that is not publicly available that
would, or would be likely to, have a material adverse affect on the realisable
price of the Additional Shares if the information were publicly available.
5 Compliance with Laws, Listing Rules and Constitution
5 .1 The Plan will not operate in relation to a dividend or distribution to the extent
that the allotment of Additional Shares would breach any applicable law, the
NZX Main Board Listing Rules or any provision of Marlin’s constitution.
5.2 If, for any reason, Marlin cannot allot any Additional Shares, the relevant dividend
for each Shareholder participating in the Plan will be paid or distributed to
that Shareholder in the same manner as to non-participating Shareholders.
Shareholders will not be paid interest (if any) on any such payment.
5.3 The Plan is subject to the NZX Main Board Listing Rules and to any rules for
clearing and/or settlement which apply to the NZX Main Board from time to
time (together the Rules), and in the event of any inconsistency with the Plan,
the Rules will apply.
6 Operation of the Plan
6.1 Issue or transfer of Additional Shares
The Board will, on the dividend or distribution payment date, issue or arrange
the transfer of the Additional Shares to each Shareholder who has elected to
participate in the Plan in accordance with section 4.
6.2 Terms and Ranking of Additional Shares
Additional Shares issued to Shareholders under the Plan will be issued or
transferred on the Terms and Conditions set out in this Offer Document and,
subject to the rights of termination, suspension and modification set out in
section 8, will not be issued on any other Terms and Conditions and will all be
subject to the same rights as each other.
The Additional Shares issued to Shareholders under the Plan will, from the date
of issue, rank equally in all respects with each other and with all other Shares
on issue as at that date.

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7 Statements to Shareholders
7.1 Statements on Dividend Date
Subject to paragraphs 2.3 and 2.4, Marlin will send to each Shareholder who has
elected to participate in the Plan, as soon as practicable after each dividend or
distribution payment date, a statement detailing in respect of that Shareholder:
• the number of Shares of the Shareholder as at the relevant Record Date;
• the amount of the cash dividend used to subscribe for Additional Shares and the
amount of dividend paid in cash for Shares not nominated for participation in the
Plan (if applicable);
• the amount of any taxation deduction or withholding made;
• the number of Additional Shares issued to the Shareholder under the Plan, the
issue price of those Additional Shares and the percentage determined by the
Board under paragraph 4.1(b) (if different from the percentage stated in this Offer
Document);
• the amount held to the order of the Shareholder under paragraph 4.3;
• advice as to the amount of any imputation or other taxation credits; and
• such other matters as are required by law or the NZX Main Board Listing Rules
with respect to dividends and/or their reinvestment.
8 Termination, Suspension and Modification
8.1 Termination or Modification by Marlin
The Board may at any time and from time to time in its sole discretion:
• terminate or modify the Plan. If the Plan is modified, then a Participation Notice
will be deemed to be a Participation Notice under the Plan as modified unless
that Participation Notice is withdrawn by the Shareholder in accordance with
these Terms and Conditions; or
• suspend the operation of the Plan so that it will not apply to the whole or part of
any dividends or distributions on Shares; or
• resolve that participation in the Plan will not apply in whole or in part to any
dividend or distribution and that the dividend or distribution or the balance of the
dividend or distribution (as the case may be) will be paid in cash; or
• resolve that the price at which Additional Shares are to be issued shall be at no
discount to the market price, or shall be at a different discount to the market
price than is then applied; or

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• resolve that, in the event of the subdivision, consolidation or reclassification
of the Shares into one or more new classes of shares, that a Participation
Notice will be deemed to be a Participation Notice in respect of the Shares
as subdivided, consolidated or reclassified, unless such Participation Notice
is subsequently changed or withdrawn by the participating Shareholder in
accordance with these Terms and Conditions; or
• resolve that a Participation Notice will cease to be of any effect.
8.2 Prior Notice
Notice of any modification, suspension or termination of the Plan by the Board will
be given to all Shareholders participating in the Plan by providing notification to
Shareholders by way of announcement to NZX.
8.3 Variation or Termination by a Participating Shareholder
Participation in the Plan will continue for all future dividends and distributions to
which the Plan applies in accordance with these Terms and Conditions (unless
a Shareholder varies or terminates their Participation in accordance with these
Terms and Conditions).
A Shareholder may at any time:
• increase or decrease the number of their Shares (either by electing the number
of their Shares or electing the percentage of their Shares) which are participating
in the Plan by completing and sending a new Participation Notice to Marlin; or
• terminate their participation in the Plan by written notice to that effect to Marlin.
8.4 Variation or Termination Effective
A variation or termination under paragraph 8.3 will take effect from the first
Record Date after receipt by Marlin of the new Participation Notice or the written
termination notice (as the case may be) or, if the relevant notice is received after
a Record Date but before 5.00pm on an Election Date, from the Record Date
immediately preceding that Election Date.
A properly completed notice will need to be received by Marlin prior to 5.00pm on
the Election Date in order for that variation or termination to be effective in respect
of dividends or distributions payable in relation to the Record Date immediately
preceding that Election Date.
8.5 Death of Participating Shareholder
If a Shareholder participating in the Plan dies, participation by that Shareholder
will cease upon receipt by Marlin of notification of the Shareholder’s death in a
form acceptable to Marlin. Death of one of two or more joint Shareholders will not
automatically terminate participation in the Plan.

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9 Reduction or Termination of Participation Where no Notice Given
9.1 Dispositions where Partial Participation
If a Shareholder participating in the Plan in respect of some but not all of their
Shares disposes of some of their Shares then, unless the Shareholder notifies
Marlin otherwise in writing:
• the Shareholder will be deemed to have disposed of Shares which are not
participating in the Plan if the total number of non-participating Shares held
by them is greater than the number of Shares disposed of by them; and
• if the number of Shares disposed of is greater than the number of their
Shares which are not participating in the Plan, they will be deemed to have
disposed of all of their non-participating Shares, and the balance, if any, will
be attributed to Shares participating in the Plan.
9.2 Partial Dispositions where Full Participation
If a Shareholder with full participation in the Plan disposes of some but
not all of their Shares without giving Marlin written notice terminating the
Shareholder’s participation in the Plan, the Shareholder will be deemed to
have terminated their participation in the Plan with respect to the Shares
disposed of by them from the date Marlin registers a transfer of those Shares.
9.3 Dispositions of All of Shares
If a Shareholder participating in the Plan disposes of all of their Shares without
giving Marlin written notice terminating their participation in the Plan, the
Shareholder will be deemed to have terminated their participation in the Plan
from the date Marlin registers a transfer of those Shares.
10 Ta x
The statements below in relation to taxation are based on current New
Zealand taxation laws at the date of this Offer Document. Shareholders
should seek independent advice if they have any queries regarding the tax
treatment of the distribution.
The dividend amount should equal the amount of cash foregone under the
Plan. For income tax purposes this amount is separated into an amount which
is fully imputed and an unimputed excluded dividend amount. The excluded
dividend amount is not taxable. The treatment of the fully imputed dividend
amount is described on the next page.

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10.1 New Zealand Resident Individuals and Trustees
For Shareholders who are natural persons or trustees, fully imputed dividends
are, prima facie, not subject to tax. However, those Shareholders may elect to
be taxed on dividends to the extent that they are fully imputed and receive the
benefit of the attached imputation credits by ensuring the relevant amounts
are included in their tax assessment. It would only generally be beneficial for
Shareholders on a marginal tax rate lower than 28% to elect to do this to utilise
their lower tax rate. The excess credits that arise may be able to be utilised
against tax on other income.
10.2 New Zealand Resident Companies and other entities
New Zealand resident companies and other entities are required to include in
their tax return the fully imputed distribution and the imputation credit.
10.3 Non-resident Shareholders
For non-resident Shareholders holding less than a 10% direct voting interest in
Marlin, the fully imputed dividend is subject to non-resident withholding tax at
the rate of 15%. This should be effectively reduced to 0% if a supplementary
dividend is paid.
11 Costs
There are no charges for participation or withdrawal from the Plan or changing
the number of Shares nominated by a Shareholder which will participate in the
Plan. No brokerage or commission costs will be incurred on the issue or transfer
of Additional Shares to a Shareholder participating in the Plan.
12 NZX Quotation
The Additional Shares will be quoted on the NZX Main Board on the completion
of allotment procedures. However, NZX does not accept any responsibility for
any statement in this Offer Document.
13 Governing Law
This Offer Document and the Plan, and its operation, will be governed by the
laws of New Zealand.

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14 Other Information
14.1 Annual Report
A copy of Marlin’s most recent Annual Report is available to Shareholders free
of charge by writing to:
Marlin Global Limited
Level 1
Crown Centre
67-73 Hurstmere Road
Private Bag 93502
Takapuna
Auckland 0740
or email enquire@marlin.co.nz
or visit our website at www.marlin.co.nz
14.2 Audited Financial Statements
A copy of Marlin’s most recent annual financial statements (including the
auditor’s report on those financial statements) is available to Shareholders free
of charge by writing to Marlin at the address set out above, contacting Marlin
at the email address set out above or on Marlin’s website (refer above).