MLN Notice of Annual Meeting of Shareholders – 8 Nov 2021

Notice is hereby given that the 2021 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 Monday, 8 November 2021 and online via the Computershare
Meeting Platform https://meetnow.global/nz, 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 https://meetnow.global/nz. 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 2021.
B. Resolutions
1. Election of Director
To re-elect Carol Campbell 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.
Carol Campbell retires by rotation in accordance with the NZX Listing Rules, and being eligible, offers
herself for re-election. The board unanimously supports the re-election of Carol Campbell as an
independent director. See Explanatory Note for Resolution 1 for further information.
2. Election of New Director
To elect David McClatchy as a director of the Company.
In accordance with the governance requirements of the NZX Listing Rules and following the retirement of
Carmel Fisher from the board, David McClatchy seeks election to the board.
The board unanimously supports the election of David McClatchy as an independent director. See
Explanatory Note for Resolution 2 for further information.
3. Auditor Remuneration
To authorise the board to fix the remuneration of the auditor for the ensuing year.
See Explanatory Note for Resolution 3 for further information.
C. General Business
To consider any other business that may properly be brought before the meeting.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
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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
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 Thursday 4 November 2021.
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 Thursday 4 November 2021.
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EXPLANATORY NOTE FOR RESOLUTION 1 –
RE-ELECTION OF DIRECTOR
Carol Campbell BCom, FCA, CMInstD
Independent director
Term of Office
Carol Campbell was first appointed to the board on 5 June 2012 and last elected at
the 2018 Annual Meeting.
Board Committees
Chair of the Audit & Risk Committee
Member of the Remuneration & Nomination Committee
Member of the Investment Committee
Biography
Carol Campbell is an experienced company director who has a sound understanding of efficient board
governance and extensive financial experience. Carol is a director and Chair of the Audit and Risk committees
of Kingfish and Barramundi, and Chair of the Audit and Risk committee of Marlin. Carol also holds a number of
directorships across a broad spectrum of companies including T&G Global, New Zealand Post, Chubb Insurance
New Zealand and NZME, where she is also the Chair of the Audit and Risk committees, and she is a director of
Kiwibank. Carol is a Fellow of Chartered Accountants Australia and New Zealand. Carol had her own chartered
accountancy practice for 11 years after a successful career as a partner at Ernst & Young for over 25 years.
Carol’s principal place of residence is Auckland.
The board considers that Carol Campbell is an independent director for the purposes of the NZX Listing Rules.
The board unanimously supports the re-election of Carol Campbell.
EXPLANATORY NOTE FOR RESOLUTION 2 –
ELECTION OF NEW DIRECTOR
David McClatchy BCom
Independent director
Term of Office
David McClatchy was appointed to the board on 1 July 2021 and as required by the
Company’s Constitution and the NZX Listing Rules must be elected by shareholders
at the 2021 Annual Meeting.
Board Committees
Member of the Audit & Risk Committee
Member of the Remuneration & Nomination Committee
Member of the Investment Committee
Biography
David McClatchy is an experienced company director who has extensive investment management experience
across New Zealand and international markets over the last 35 years. David is a director of Kingfish and
Barramundi. Before returning to New Zealand in 2019, David was Group Chief Investment Officer for Insurance
Australia Group and Director and Head of IAG Asset Management. Prior to this, David had a 16-year career
with ING as Chief Executive and Chair of ING Investment Management in Australia and Chief Investment Officer
and Director of ING New Zealand. David’s principal place of residence is Tauranga.
The board considers that David McClatchy is an independent director for the purposes of the NZX Listing
Rules. The board unanimously supports the election of David McClatchy.
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EXPLANATORY NOTE FOR RESOLUTION 3 –
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 participate in the Annual Meeting online via the Computershare Meeting Platform
https://meetnow.global/nz. 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 https://meetnow.global/nz on their desktop or mobile
device and click “Go” under the Marlin meeting and then click “JOIN MEETING NOW”. By using the meeting
platform, you will be able to watch the meeting, vote and ask questions online using your smartphone, tablet or
desktop device. Please refer to the enclosed Virtual Meeting Guide for more information. You will need the latest
version of Chrome, Safari, Edge or Firefox to access the meeting. Please ensure your browser is compatible.
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 prior to the Annual Meeting of Shareholders.
Shareholders will require their CSN/Securityholder Number, which can be found on their proxy form, for verification
purposes.
The safety of our shareholders remains our key focus and if anyone is feeling unwell they must not attend the
meeting in person.
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Go online to vote, or turn over to complete the form
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.
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 resolu-
tion, 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.
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
Annual Meeting of Shareholders of Marlin Global Limited
Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland and virtually through
the Computershare online meeting platform on Monday 8 November 2021 at 10:30am.
If shareholders do not wish to attend the meeting in person at Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland,
shareholders will have the opportunity to participate in the 2021 Annual Meeting online via an internet connection (using a computer,
laptop, tablet or smartphone). The Virtual meeting will be accessible on both desktop and mobile devices. Please refer to the
Virtual Meeting Guide that accompanies this Proxy/Voting Form.
Proxy/Voting Form
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:
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 Thursday 4 November 2021.

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 and virtually through the Computershare online meeting
platform on Monday 8 November 2021 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 and virtually through the Computershare online
meeting platform on Monday 8 November 2021 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 Carol Campbell as a director of the Company.
2.
Election of Director – To elect David McClatchy as a director of the Company.
3.
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
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this information is not
provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest v
ersion of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.