Marlin Global Limited logo

Notice of Annual Meeting of Shareholders – 30 October 2020

AGM24 September 2020MLNFinancials

Notice is hereby given that the 2020 Annual Meeting of Shareholders of Marlin Global Limited (“Marlin” or
“the Company”) will be held in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland on Friday,

30 October 2020, and online via Lumi at www.web.lumiagm.com, commencing at 10:30am.

If the Company is prevented from being able to hold the Annual Meeting in person on the Meeting Date

as a result of COVID-19 restrictions, shareholders will only be able to join the meeting online at www.web.

lumiagm.com. When participating online, shareholders will require their shareholder number, found on the

enclosed proxy form, for verification purposes. Online participation details are set out below.

THE BUSINESS OF THE MEETING WILL BE:

A. Annual Report

To receive the annual report for the year ended 30 June 2020.

B. Resolutions

1. Election of Director

To re-elect Andy Coupe as a director of the Company.

The NZX Listing Rule 2.7.1 requires that a director does not hold office (without re-election) past the third annual

meeting following the director’s appointment or three years, whichever is longer.

Andy Coupe retires by rotation in accordance with the NZX Listing Rules, and being eligible, offers himself for

re-election. The board unanimously supports the re-election of Andy Coupe as an independent director. See

Explanatory Note for Resolution 1 for further information.

2. Auditor Remuneration

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

See Explanatory Note for Resolution 2 for further information.

C. General Business

To consider any other business that may properly be brought before the meeting.

Each of the resolutions being put to the meeting are proposed as ordinary resolutions and, to be passed, require approval

at the meeting by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution.

The board of Marlin recognises that the Annual Meeting of Shareholders is an important forum at which shareholders can

meet the board. We welcome your input and encourage you to submit any questions you may have in writing prior to the

meeting to:

Marlin Global Limited

Private Bag 93502, Takapuna, Auckland 0740

Phone +64 9 484 0365

enquire@marlin.co.nz

On behalf of the board

Alistair Ryan

Independent Chair

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

The Ellerslie Event Centre is situated at 80-100 Ascot Ave, Greenlane. Car parking is provided at the venue.

Attendees will be required to comply with any Ministry of Health guidelines which may be in place at the time and any venue health and

safety procedures

PROCEDURAL NOTES
1. The only persons who are entitled to vote at the meeting are those shareholders whose names are recorded in the share register of

the Company at 5.00pm on Wednesday 28 October 2020.

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

3. A proxy need not be a shareholder of the Company. If you appoint a proxy, you may either direct your proxy how to vote for you, or

you may give the proxy discretion to vote as he or she sees fit. The Chair of the meeting is prepared to act as proxy. Any undirected

votes in respect of a resolution, where the Chair (or any other director) is appointed as a proxy, will be voted in favour of the relevant

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

4. If you wish to appoint a proxy you should complete the proxy form which is enclosed with this notice of meeting. Proxy forms must be

returned to the office of Marlin’s share registrar, Computershare Investor Services Limited, either by email enquiry@computershare.

co.nz, by delivery to Level 2, 159 Hurstmere Road, Takapuna, Auckland or by mail to Private Bag 92119, Auckland 1142 so as to be

received not later than 10.30am on Wednesday 28 October 2020.

EXPLANATORY NOTE FOR RESOLUTIONS 1 – RE-ELECTION OF DIRECTOR

Andy Coupe LLB

Independent director

Term of Office

Andy Coupe was first appointed to the board on 1 March 2013 and last elected at the 2017

Annual Meeting.

Board Committees

Chair of the Investment Committee

Member of the Remuneration & Nomination Committee

Member of the Audit & Risk Committee

Biography

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

markets for over 30 years. Andy is a director of Barramundi, Kingfish, Briscoe Group, Coupe Consulting and Gentrack Group. He is

also Chair of the New Zealand Takeovers Panel and Chair of Television New Zealand. Andy’s principal place of residence is Tamahere,

Hamilton.

The board considers that Andy Coupe is an independent director for the purposes of the NZX Listing Rules. The board unanimously

supports the re-election of Andy Coupe.

EXPLANATORY NOTE FOR RESOLUTION 2 – AUDITOR REMUNERATION

PricewaterhouseCoopers is automatically re-appointed as auditor under section 207T of the Companies Act 1993. Under section 207S

of the Companies Act auditor fees and expenses must be fixed in the manner determined at the annual meeting of shareholders. This

resolution authorises the board to fix the remuneration of the auditor.

ONLINE PARTICIPATION DETAILS

Provided COVID-19 restrictions do not prevent the Company from being able to hold the Annual Meeting in person on the Meeting Date,

shareholders will be able to attend and participate in the Annual Meeting in person at Ellerslie. Shareholders may also choose to attend

and participate in the Annual Meeting online via Lumi at www.web.lumiagm.com. However, should the COVID-19 threat level be higher

than Alert Level One in Auckland on the day of the Annual Meeting, or if the Government restrictions mean that an in-person meeting

cannot take place, the Company will need to move to a fully online Annual Meeting. The Company will notify shareholders by email and a

notice on NZX and will post details on the Company’s website, if it is necessary for the Annual Meeting to take place fully online.

In order to participate remotely, shareholders should visit www.web.lumiagm.com on their desktop or mobile device and ensure that the

browser is compatible – Lumi AGM supports the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox.

If shareholders have any questions or need assistance with the online process, please contact Computershare on +64 9 488 8777

between 8.30am and 5.00pm (NZ time) Monday to Friday.

Shareholders will be able to view the presentations, vote on the resolutions to be put to shareholders and ask questions, by using their

own computers or mobile devices. Shareholders will still be able to appoint a proxy to vote for them as they otherwise would, by following

the instructions on the proxy form and this Notice of Meeting.

Please note that not all questions may be able to be answered during the meeting. In this case, questions will be followed up after the

meeting.

Details of how to participate “virtually” are provided in the accompanying Virtual Meeting Guide, with instructions for accessing the virtual

meeting. Shareholders are encouraged to review this guide and download the App prior to the Annual Meeting of Shareholders.

Shareholders will require the meeting ID (which is 354-263-641) as well as their CSN/Securityholder Number, which can be found on their

proxy form, for verification purposes.

The safety of our shareholders remains our key focus in these challenging times.

All attendees at the Annual Meeting of Shareholders will be required to sign a health declaration before entering the meeting and if anyone

is feeling unwell they must not attend the meeting in person.

2

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

Friday 30 October 2020 at 10:30am

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

Signing Instructions for Postal Forms

Individual

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

Joint Holding

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

(on behalf of all shareholders). In the case of joint shareholders, if the shareholders

appoint different proxies, the vote of the proxy appointed by the first shareholder

will be counted.

Power of Attorney

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

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

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

Companies

This form must be signed by a duly authorised Director or duly authorised officer

or attorney. Please sign in the appropriate place and indicate the office held.

How to Vote on Resolutions

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

Appointment of Proxy

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

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

of the shareholder’s choice and does not have to be a shareholder. The Chair, or

any other Director, is willing to act as a proxy for any shareholder who wishes

to appoint him or her for that purpose. Any undirected votes in respect of a

resolution, where the Chair or any other Director is appointed proxy, will be voted

in favour of the relevant resolution, other than when he or she is prohibited from

voting on that resolution. To appoint a proxy, please enter the name of your proxy

in the space allocated in ‘Step 1’ overleaf of this form.

If you do not name a person as your proxy, but otherwise complete the

proxy form in full, or your named proxy does not attend the meeting, the

Chair will be appointed your proxy and will vote in accordance with your

express direction (subject to any voting prohibitions), and any discretion

granted on how to vote will be voted in favour of the relevant resolution.

Voting of your holding

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

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

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

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

whether to vote and, if so, how.

Attending the Meeting

All shareholders will have the option to attend, vote and participate in the Annual

Shareholder Meeting either in person or, alternatively, online via an internet

connection using a laptop, tablet or smartphone. For further details see the

Virtual Meeting Guide enclosed. If a representative of a corporate security holder

or proxy is to attend the Meeting, they may need to provide evidence of your

authorisation to act prior to admission.

Your secure access information

Control Number: CSN/Securityholder Number:

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

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

outside of New Zealand).

Lodge your proxy online, 24 hours a day, 7 days a week:

Proxy/Voting Form

Want to vote online? Visit www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your vote to be effective it must be received by 10:30am on Wednesday 28 October 2020.

Lodge your proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of the Shareholders of
Marlin Global Limited to be held in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland on Friday 30 October 2020 at 10:30am and at any adjournment of

that meeting and as my proxy thinks fit on any additional resolution or amendment to resolutions so as to give effect to my/our intention as set out below where possible.

Annual Meeting of the Shareholders of Marlin Global

Limited to be held in Guineas Room 1, Ellerslie Event Centre,

Greenlane, Auckland on Friday 30 October 2020 at 10:30am.

Proxy/Corporate Representative Form

Elect Electronic Communications

Appoint a Proxy to Vote on Your Behalf

STEP 1

appointof

or failing him/her

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

Want to receive your communications quickly? Elect electronic communications by providing your email address below

Voting Instructions/Voting Form

STEP 2

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted. Unless otherwise

instructed, the proxy will vote as he/she thinks fit.

ATTENDANCE SLIP

Proxy

Discretion

Resolutions:

1. Election of Director – To re-elect Andy Coupe as a director of the company.

2.

Auditor Remuneration – To authorise the board of directors to fix the remuneration of the auditor for the ensuing year.

For

Against

Abstain

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

SIGN

or duly authorised director, officer or attorneyor Director (if more than one)

Shareholder 1Shareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

Email Address

(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)

of

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VOTING AT A GLANCE
STEP 1

Open Lumi AGM and enter the

Meeting ID shown in top right

corner

STEP 2

Enter your username and

password (CSN/Holder Number

and postcode)

STEP 3

When the poll is opened,

click and select your

desired voting direction

Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit

web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the

latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.

If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am

and 5.00pm Monday to Friday (New Zealand time).

VIRTUAL MEETING GUIDE

NEW ZEALAND RESIDENTS

Username (CSN or Holder number) and

password (postcode).

APPOINTED PROXIES

A username and password will be

provided prior to the meeting.

If you have not received your username

and password, please contact

Computershare on +64 9 488 8777

between 8.30am—5.00pm Monday to

Friday (New Zealand time).

MEETING ID

354-263-641

Remote entry to the Annual Meeting will op

en at 10.00AM

NZT on Friday 30 October 2020, with the meeting

commencing at 10.30AM NZT.

OVERSEAS RESIDENTS

Username (CSN or Holder Number);

and Password (three-character ISO3

country code) e.g. AUS is the ISO3 code

for Australia.

You can find a full list at

www.computershare.com/iso3

LOGGING IN

To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in

as a guest if you are not a shareholder in Marlin Global Limited

. Please note, if you have logged in as a guest you will not be able to ask

any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING

Once you have entered web.lumiagm.

com into your internet browser, you’ll

be prompted to enter the Meeting ID

and accept the terms and conditions.

You will then be required to enter your:

>username (CSN or Holder number);

>password (postcode, or country code

for overseas residents)

NAVIGATING LUMI AGM

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and watch the webcast.

If you would like to watch the webcast,

press the broadcast icon at the

bottom of the screen.

WATCHING THE WEBCAST

To watch the webcast, click the black

broadcast bar on screen and push

the ► button to start the webcast.

The video and/or slides will appear

shortly after (dependent on the speed

of your internet connection).

ASKING QUESTIONS

Any shareholder or appointed proxy/

representative attending the meeting

is eligible to ask questions. If you would

like to ask a question, select then

type and submit your question. It will be

sent to the board for an answer.

Please note that not all questions may

be able to be answered during the

meeting. In this case, questions will be

followed up by email after the meeting.

VOTING IN LUMI AGM

Once the poll has been opened, will

appear on the navigation bar at the

bottom of the screen—from here, the

resolution and voting choices will be

displayed.

To vote, simply select your voting

direction from the options shown on

screen. To change your vote, simply

select another direction—you can cancel

your vote by clicking ‘Cancel’.

NAVIGATING LUMI AGM - DESKTOP

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and watch the webcast.

If you would like to watch the webcast,

press the ► button to start the

webcast.

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.

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