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Marlin Global 2022 Annual Report

Annual Report22 September 2022MLNFinancials

ANNUAL REPORT
30 JUNE

2022

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2022

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2

03About Marlin

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

20Marlin Portfolio Companies

28Board of Directors

29Corporate Governance Statement

37Directors’ Statement of Responsibility

38Financial Statements

57Independent Auditor’s Report

61Shareholder Information

62Statutory Information

65Directory

CONTENTS

Andy Coupe / Chair Carol Campbell / Director

This report is dated 12 September 2022 and is

signed on behalf of the Board of Marlin Global

Limited by Andy Coupe, Chair, and Carol

Campbell, Director.

CALENDAR

Next Dividend Payable

23 September 2022

Annual Shareholders’

Meeting, Ellerslie Event

Centre, Auckland 10:30am

4 November 2022

Interim Period End (1H23)

31 December 2022

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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 pages 18 and 19).

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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DIVIDENDS paid during the year ended 30 June 2022 (cents per share)

DIVIDENDS PAID

9.68cps (2021: 8.84cps)

24 SEPTEMBER 2021

17 DECEMBER 2021

25 MARCH 2022

23 JUNE 2022

2.52

cps

2.54

cps

2.49

cps

2.13

cps

AT A GLANCE

For the 12 months ended 30 June 2022

Net loss

-

$

60.4m

As at 30 June 2022

Share price

$

1.12

Gross

performance

return

-24.9

%

NAV per share

$

0.89

Total

shareholder

return

-2 7. 6

%

Adjusted NAV

return

-25.6

%

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LARGEST INVESTMENTS

As at 30 June 2022

As at 30 June 2022

SECTOR SPLIT

Meta

Platforms

8

%

Alphabet

8

%

PayPal

7

%

Amazon

7

%

Alibaba Group

7

%

Consumer Discretionary 32%

Communication Services 24%

Information Technology 23%

Healthcare 12%

Financials 8%

Cash 1%

As at 30 June 2022

GEOGRAPHICAL SPLIT

North America 77%

Asia 12%

West Europe 9%

South America 1%

Cash 1%

These are the five largest percentage holdings in the Marlin portfolio. The full Marlin portfolio and percentage holding data

as at 30 June 2022 can be found on page 17.

Andy Coupe
Chair

DIRECTORS’ OVERVIEW

“We are

disappointed to

report that the

tough year for

international equity

markets, combined

with defensive and

cyclical stocks

being favoured over

growth stocks, has

seen Marlin end the

financial year with a

loss of $60.4 million.”

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It has been a very tough year for international
equity markets – particularly in the second half

of the financial year. Global uncertainty about the

ongoing implications of Covid, inflationary concerns,

rising interest rates, and the political uncertainty in

Europe, following Russia’s invasion of Ukraine, have

dominated market sentiment and this conflict has

negatively impacted the supply chain and pushed

energy prices higher. The economic and earnings

backdrop, combined with a fall in consumer

confidence, has seen defensive stocks (utilities) and

cyclical stocks (energy and banks) strongly favoured

over growth stocks (technology and healthcare),

as investors seek refuge from the twin concerns of

inflation and recession, which has put downward

pressure on the share prices of the growth stocks in

the Marlin portfolio.

Despite the Manager’s best assessment of longer-term

growth opportunities, the performance of the Marlin

portfolio has been disappointing and recorded a loss

of $60.4m. The Total Shareholder Return

1

was down

27.6%, reflecting in part the lower share price, and the

Adjusted NAV return

2

was down 25.6%. The Gross

Performance return

3

of -24.9% was well behind the

Company’s benchmark index

4

, which was down 12.8%.

However, the board is encouraged that, despite the

difficult international equity environment, the majority of

the companies within the Marlin portfolio are delivering

solid earnings. This underlying business performance

allows the board to have confidence in the investment

strategy and the medium-term resilience of the portfolio,

as evidenced by the portfolio outperforming the

Company’s benchmark index over each of the last three

and five years.

As we often see during periods of macroeconomic

change, equity markets are driven as much by

sentiment as fundamentals. Investors are unwilling to

look beyond the clouds and noise on the horizon and

instead rush for the stability of cover. These selloffs

can be indiscriminate in nature and consequently,

companies may be sold-off regardless of longer-

term fundamentals. High-quality, established, and

profitable companies have seen their share prices sold

down alongside their more speculative counterparts.

The Manager believes that the disconnect between

the near-term international equity sentiment and the

underlying strong fundamentals of growth stocks, like

those in the Marlin portfolio, is seeing stocks priced

with little or no consideration for the high-quality

earning profiles of the businesses and their robust

growth runways.

Revenues and Expenses

The 2022 result comprised loss on investments

of $59.2m, dividend, interest, and other income of

$0.7m, less operating expenses and tax of $1.9m.

Overall operating expenses and tax were $6.9m

lower than the previous year 2021, principally due

to lower management fees, a tax benefit rather than

an expense and the prior year’s operating expenses

including a performance fee.

The management agreement fee rebate formula has

reduced the annual management fee from 1.25%pa to

0.75%pa, a saving of $1.1m

5

. This adjustment occurred

because the gross performance return of the portfolio

for the year was below the change in the S&P/NZX

Bank Bill 90 day index for the year (0.8%).

Dividends

The Marlin directors have maintained the Company’s

distribution policy of 2% of NAV per quarter. The

directors recognise that the regularity of the tax-

effective quarterly dividends is important for many

shareholders. Over the 12-month period to 30 June

2022, Marlin paid 9.68 cents per share in dividends.

The next dividend will be 1.85 cents per share,

payable on 23 September 2022 with a record date of 8

September 2022.

Marlin has a dividend reinvestment plan which provides

ordinary shareholders with the option to reinvest all or

part of any cash dividends in fully paid ordinary shares.

Full details of the dividend reinvestment plan

6

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/.

1

Total shareholder return - the return combines the share price performance, the warrant price performance, the net value of converting any

warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the company’s dividend reinvestment plan,

and that shareholders exercise their warrants, (if they were in the money), at warrant expiry date.

2

The adjusted NAV (net asset value) return is the percentage change in the adjusted net asset value, (being the underlying performance of the

investment portfolio adjusted for dividends [and other capital management initiatives] and after expenses, fees and tax).

3

Gross performance return – the Manager’s portfolio performance in terms of stock selection & currency hedging before expenses, fees and tax. It

is an appropriate return measure for assessing the Manager’s performance against an index or benchmark.

4

The benchmark index is the S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZ$).

5

The management fee reduces by 0.10% for each 1.0% pa that the gross return (expressed as a percentage of the gross asset value at the beginning

of the financial year) achieved on the portfolio, is less than the change in the S&P/NZX Bank Bill 90 Day Index over the year, down to a minimum

management fee of 0.75%pa.


6

Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Marlin or Computershare Investor Services

Limited.

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DIRECTORS' OVERVIEW CONTINUED
Company Performance

For the year ended 30 June202220212020201920185 years

(annualised)

Total Shareholder Return-27.6%88.5%21.5%15.5%21.5%18.4%

Adjusted NAV Return-25.6%40.3%16.6%6.8%23.2%9.9%

Dividend Return

1

7. 0 %6.9%8.3%8.9%9 .1%

Net Profit ($60.4m)$69.2m$22.6m$8.4m$23.8m

Basic Earnings per Share-31.34cps39.55cps15 .18 c p s6.68cps20.20cps

OPEX Ratio1.1%3 .1%2.9%1.9%4.2%

OPEX Ratio (before performance fee)1.1%1.7%1.9%1.9%1.8%


As at 30 June20222021202020192018

NAV (as per financial statements)$0.89$1.28$1.03$0.96$1.02

Adjusted NAV$2.60$3.49$2.49$ 2.13$2.00

Share Price$1.12$1.6 0$0.98$0.90$0.86

Warrant Price -$0.26$ 0 .10 -$0.06

Share Price (Premium)/Discount to NAV

2

(25.8%)(30.5%)2.9%6.2%13.7%

Warrants

Marlin has a regular warrant programme. On 20 May

2022, warrant holders had the option to convert their

warrants into shares at an exercise price of $1.18 per

warrant. On the exercise date, the Marlin share price on

the NZX main board closed at $1.17, slightly below the

exercise price. As a result, on the exercise date, only

4.8m out of a possible 47.3m warrants were converted

into Marlin shares. The additional funds were invested

during May in Marlin’s investment portfolio of stocks.

Share Buybacks

The Share Buyback programme

7

is another part of

Marlin’s capital management programme. Under the

Share Buyback Policy, share buybacks only occur when

the share price discount to NAV exceeds 8%. During the

12 months to 30 June 2022, there were no buybacks

(FY21:Nil).

Annual Shareholders’ Meeting

The 2022 annual meeting will be held on Friday 4

November at 10:30am at the Ellerslie Event Centre in

Auckland and online. All shareholders are encouraged to

attend, with those who are unable to attend either form

of the meeting invited to cast their vote on the Company

resolutions prior to the meeting.

Director Retirement – Alistair Ryan

After 10 years as Chair of Marlin Global Limited, Alistair

Ryan has retired from the board, effective from 31 May

2022. In that time he has overseen changes in both the

board and portfolio manager, and importantly, changes

to the management agreement with Fisher Funds which

have benefited shareholders. Alistair has been a popular

and much respected Chair and we wish him well in his

retirement.

Director Election – Fiona Oliver

The board has appointed Fiona Oliver as an

independent director with effect from 1 June 2022.

In accordance with the Marlin constitution and NZX

Listing Rules, Fiona will stand for election at this year’s

Annual Shareholders’ Meeting. The board unanimously

supports Fiona’s election.

Conclusion

The 2022 financial year has been an extremely

challenging period for Marlin and doubtless a

disappointing one for shareholders. Central banks, like

the Federal Reserve, are trying to tame persistently high

inflation by increasing interest rates and recessionary

fears are growing, which is certainly not a favourable

backdrop for global equities. Market conditions like

these continue to reinforce the Manager’s strategy of

focusing on well-managed, quality businesses, whose

sustainable competitive advantages enable them to

adapt and respond to an ever-changing environment

over the medium to long-term.

We would like to thank you for your continued support

and look forward to seeing many of you at our annual

meeting on 4 November.

On behalf of the board,

Andy Coupe, Chair

Marlin Global Limited

12 September 2022

7

Shares purchased under the buyback programme are held as treasury stock and subsequently reissued to shareholders under the dividend

reinvestment plan. (Share buybacks only occur when the share price to NAV discount exceeds 8%).

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Total Shareholder Return
Nov

2008

Nov

2009

Nov

2010

Nov

2011

Nov

2012

Nov

2014

Nov

2013

Share Price/Total Shareholder Return

Nov

2015

$

2.00

$

1.00

$

0.00

Nov

2016

Nov

2008

Nov

2019

Nov

2020

Nov

2021

$

3.00

$

4.00

$

5.00

Nov

2017

Nov

2018

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 dividends (and other

capital management initiatives), and after expenses, fees and tax,

• adjusted NAV return – the percentage change in the adjusted net asset value,

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

hedging, before expenses, fees and tax,

• total shareholder return – the return combines the share price performance, the warrant price performance,

the net value of converting any warrants into shares, and the dividends paid to shareholders. It assumes all

dividends are reinvested in the Company’s dividend reinvestment plan, and that shareholders exercise their

warrants, (if they were in the money), at warrant expiry date,

• 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 average share price over the

period. (Dividends paid by Marlin may include dividends received, interest income, investment gains and/or

return of capital).

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. A copy of the

policy is available at http://marlin.co.nz/about-marlin/marlin-policies/.


Portfolio Performance

For the year ended 30 June202220212020201920185 years

(annualised)

Gross Performance Return-24.9%46.7%19.8%10 .1%26.6%13.0%

Index

3

-12.8%3 7. 8 %0.04%2.1%17.1%7. 5 %

Performance Fee Hurdle

4

5.8%5.3%6.2%7. 0 %7. 0 %

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

1

Marlin’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year. (The

dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied).

2

Share price (premium) / discount to NAV (including warrant price on a pro-rated basis).

3

Index: S&P Large Mid Cap/S&P Small Cap Index (hedged 50% to NZ$) from 1 October 2015. Returns shown gross in NZ$ terms.

4

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

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“Rising inflation and
hawkish central

banks have driven

global equities into a

bear market. Against

this backdrop, the

past year has been

challenging for the

Marlin portfolio.”

Ashley Gardyne

Senior Portfolio Manager

MANAGER’S REPORT

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Financial markets endured a wild ride over the last
year. Initially buoyed by post-pandemic reopening,

markets ultimately succumbed to the economic

consequences of significant economic and monetary

policy stimulus with the resulting rising inflation and the

prospect of recession. After market gains in the first

half of the year, the second half heralded the start of a

global bear market.

The last year has been particularly challenging for

Marlin. For the year to 30 June 2022, the Marlin

portfolio delivered a gross return of -24.9%,

significantly behind our market benchmark which fell

12.8%. Over the last five years, the Marlin portfolio

has delivered an annualised gross performance return

of 13.0% pa, compared with the market benchmark

which has returned 7.5% pa (chart 1). We are

disappointed with performance over the last year, and

discuss the drivers of this performance in more detail

below.

Chart 1: Marlin annualised returns: Gross

Performance vs Global Benchmark

(to 30 June 2022)

Chart 2 shows that global markets rallied strongly in

the six months to 31 December, with the MSCI World

Index (in USD) gaining 7.1%. In the last six months,

however, the MSCI World Index fell 21.2%, resulting in

a 14.1% decline over the year to 30 June 2022. To put

this in context, this was the worst annual decline since

the Global Financial Crisis (see Chart 3).

After a year like 2021, where financial markets were almost as good as they can get (MSCI World

up 37%) and valuations became elevated, the outlook for FY 2022 was at risk of being somewhat

challenging. Rising inflation, hawkish central banks and geopolitical disruption have now resulted

in a bear market in equities, with the MSCI World Index falling 21% in the second half of the

financial year. Against this backdrop, the past year has been challenging for Marlin, with the

portfolio materially lagging the market benchmark after several years of strong performance.

Chart 2: A game of two halves, driven by the

changing macroeconomic backdrop

Chart 3: Weak global markets after a record 2021

This time last year, inflation was still being talked about

as transitory, international central banks hadn’t started

to raise interest rates, and the global economy looked

strong. Since November 2021, however, concerns

about stubborn inflation have caused central banks to

rapidly hike interest rates, which has the potential to hit

consumers and spark a recession.

3400

3300

3200

3100

3000

2900

2800

2700

2600

2500

2400

Jun-2021 Sep-2021 Dec-2021 Mar-2021 Jun-2022

7.1%

MSCI World Index

-21.2%

15.0%

10.0%

5.0%

0.0%

-5.0%

-10.0%

-15.0%

-20.0%

-25.0%

-30.0%

12 Months

-24.9%

10.6%

13%

8%

10%

7%

6%

3 years

Annualised

5 years

Annualised

Since Inception

Annualised

Marlin Gross PerformanceGlobal Benchmark

50%

40%

30%

20%

10%

0%

-10%

-20%

-30%

-40%

Jun 2003

Jun 2005

Jun 2007

Jun 2009

J u n 2 011

Jun 2013

Jun 2015

J u n 2017

Jun 2019

Jun 2021

MSCI World - 1 Year Return

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MANAGER’S REPORT CONTINUED
Abrupt sell-off in growth companies

One of the drivers of Marlin’s poor performance has

been the underperformance of ‘growth’ companies

relative to ‘value’ companies that operate in sectors

like energy, utilities, and consumer staples. The Marlin

portfolio consists of growing businesses that we

believe have sustainable competitive advantages. This

has typically resulted in our portfolio being weighted

towards investments in the technology, healthcare, and

consumer discretionary sectors. Examples of this are

companies like Amazon, PayPal, and Alphabet, instead

of businesses in highly competitive and cyclical sectors

like energy.

From time to time, this will result in our performance

materially lagging the market, just as this has helped

the Marlin portfolio in prior years. Over the last year,

we have seen the share prices of structurally growing

companies lag those of energy companies benefiting

from rising oil prices, and low growth defensive sectors

like utilities and consumer staples, as investors rush to

the safety of these less volatile stocks. Over the long

term it is earnings and growth in earnings that drive

stock returns, and these other factors will have less

influence on portfolio performance. But over the short

term, the effects of risk aversion can be significant. We

believe our approach of investing in high-quality growth

companies pays off over the long term (as we have

seen historically), but over short periods, it can result in

underperformance.

The size of the swing into value stocks is illustrated by

Chart 4. Growth stocks underperformed value stocks

by 20% over the second half of the year, making it the

worst performance by growth since the dotcom crash

in 2000.

As we will discuss later, we believe many growth stocks

have been unjustifiably sold down, and we are now

seeing very attractive investment opportunities in this

part of the market.

Chart 4: Growth stocks have underperformed

value stocks by the most since the dotcom crash

in 2000

A vastly different investment backdrop

While the last six months have been challenging in

markets, the best investment returns tend to come in

the wake of a bear market. The price you pay for an

investment is a critical driver of the return you receive,

and prices right now are lower than they have been for

some time.

Interest rates have more than doubled over the last

year. We have gone from a world where corporate bond

yields were unlikely to outstrip inflation over the medium

term, to one where investors can now expect to earn

a reasonable premium over inflation from fixed income

investments.

Equity valuations have also come down materially.

As can be seen from Chart 5, 12 months ago, global

equity market valuations were trading well above long

term averages. Today, they trade at a discount. From

today’s depressed valuation levels, we believe there

are now plenty of great businesses that will deliver

attractive long-term returns.

25%

15%

5%

-5%

-15%

-25%

-35%

1999

2001

2003

2005

2007

2009

2 011

2013

2015

2017

2019

2021

Growth stocks underperformed by 20% over

the last 6 months. This style rotation is now

almost as abrupt as in the dotcom crash

Performance of global growth vs value indices

(MSCI World Growth vs Value Index)

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Chart 5: The investment opportunity set has
changed. Bond yields and equity valuations are

much more attractive

Source: Bloomberg

We like the investment opportunity set we are currently

faced with and are using market volatility to reposition

the portfolio to capitalise on the attractive investments

the team are finding. There is no guarantee this will

result in gains over the next six or twelve months. But

over the long term, we are confident that our portfolios

will deliver good outcomes for shareholders.

While the recent journey in markets has been painful,

the destination is shaping up to be much more

attractive.

Performance highlights and lowlights

The top performers in the Marlin portfolio were our

defensive dollar store holdings, which fared well despite

a deteriorating economic backdrop. The biggest

detractors from performance were growth companies

like PayPal and Meta Platforms, which reversed course

after outperforming in the prior year.

Positive contributors

Dollar Tree, a US discount retailer, was the top

performer in the portfolio this year. Shares rallied as

the company moved away from its fixed $1 price point

and new management was brought in to improve

the performance of its Family Dollar chain. The

announcement that it was ‘breaking the buck’ and

rolling out a new US$1.25 price point in all 8,000 Dollar

Tree stores was a positive step given the inflationary

pressure the company had been facing. Freight costs

have been a significant headwind for the company, and

the 25c price increase is helping offset cost inflation

and lift profit margins and same-store sales growth.

Even with this price increase, we still believe Dollar

Tree has a very strong customer value proposition

compared to peers. The rollout of $3 and $5 price

points is also allowing the company to add new

categories for customers and offers the prospect of

higher sales growth and margins in the years ahead.

Dollar General has also performed well over the last

year because of its strong customer value proposition in

an environment where consumers are under pressure

from a rising cost of living. Despite the economic

backdrop and persistent supply chain cost pressures,

Dollar General has recently raised its sales guidance

and reaffirmed its earnings guidance. This illustrates

management’s strong execution of its product expansion

and cost saving initiatives, which are helping to offset

inflationary headwinds. Dollar General and Dollar

Tree have a combined 34,000 stores located within a

convenient distance of most US consumers, and they

are core defensive holdings in the Marlin portfolio.

Icon has been a consistent performer for the Marlin

portfolio over the last 10 years and is our longest term

holding. Icon is a contract research organisation (CRO),

which helps pharmaceutical companies design and run

clinical drug trials. It continues to benefit from growing

spend on drug research and the increased outsourcing

of clinical research to trusted service providers like

Icon. Icon announced a merger with competitor PRA

Health Sciences in 2021, to create the world’s third

largest CRO. While the market was initially sceptical of

the merger, smooth deal integration and solid quarterly

results have contributed to Icon’s recent performance.

The company continues to deliver strong organic

growth, while delivering on the synergy targets set at the

time of the PRA acquisition. We believe the company has

years of double-digit earnings growth ahead.

Gartner provides IT research and consulting

services to the corporate sector. Its share price

performance over the last year has been driven by

continued strength in Gartner’s industry-leading IT

research product as customers look to improve their

IT functions. The pandemic has given corporates

an important reminder of the need to digitise their

operations, and ever-present security threats are also

forcing businesses to modernise. Sustained revenue

growth and cost control now means that the company

expects profit margins to be materially higher than they

were pre-pandemic. With the resumption of Gartner’s

in-person IT conferences in recent months, this should

provide a further boost to the business.

10-Year Average10-Year AverageJune 21

20.6x

2.0%

17.1x

3 .1%

14.3x

4.7%

June 21June 22June 22

Equity P/E Valuation Multiple

(MSCI World Index)

Corporate Bonds Yields

(Bloomberg US Corporate Bond Index)

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MANAGER’S REPORT CONTINUED
Detractors from performance

The biggest detractors from portfolio performance

were PayPal, Meta Platforms, Alibaba, and StoneCo.

After being a strong contributor to Marlin’s

performance in recent years, PayPal, a leading digital

payments provider, dragged on performance this year.

Having benefited from the COVID-induced boom in

ecommerce, PayPal’s growth has slowed in recent

quarters as consumers return to shopping in store.

Despite the slowdown, underlying revenue is still

expected to grow by 15% in 2022, and longer term its

revenue and earnings are likely to grow at least in line

with the structural growth in ecommerce. Following

the recent share price decline, we believe PayPal is

attractively priced – with its share price now back at

pre-COVID levels despite the business generating over

40% more revenue and earnings today. We have used

recent share price weakness as an opportunity to

increase PayPal’s weight in the portfolio.

Meta Platforms, formerly Facebook, has seen

its share price fall this year due to headwinds in

advertising revenue after changes by Apple that

impact ad tracking. Meta is also encouraging

users to spend more time on its new Reels short

video product, which is taking user time away from

scrolling down the news feed – which currently has

a higher ad load than Reels. All considered, this

means that revenue in 2022 is expected to grow

by approximately 5% (13% excluding the one-off

ad tracking impact), compared to the double-digit

growth previously expected. While Meta’s recent

performance has been disappointing, it is still the

dominant social media platform, with close to 3 billion

users globally, and is benefitting from the structural

growth of digital advertising. Advertisers consistently

report high returns on their advertising spend on

Meta’s platforms, which we believe will continue to

drive an increased share of marketing budgets.

Alibaba was caught up in the China tech sector

sell-off over the last year. Having benefited from years

of light-touch regulation, the Chinese tech industry

recently experienced a period of increasing regulatory

focus. The company has also been impacted

by lingering COVID lockdowns and increased

competition in ecommerce from new players like

Pinduoduo and Douyin.

New antitrust regulations have effectively updated

China’s antitrust laws for the internet-era. As

an example, they have banned anti-competitive

practices such as large tech companies abusing

their monopoly positions by prohibiting merchants

selling on competitors’ marketplaces. This would not

be acceptable in developed markets, but China has

been more relaxed until recently. We accept there

could be more regulations to come, but what we have

seen to date suggests these regulations are relatively

measured and generally consistent with regulations

in Western economies. While these developments will

have an impact on Alibaba, we believe the ultimate

impact will be nowhere near the 50% decline seen in

Alibaba’s share price over the last year.

Last year’s top performer, StoneCo, a Brazilian

payment service provider, was the worst performer in

the portfolio over the last year, as rising interest rates

have put significant pressure on profit margins. While

StoneCo has recently started to pass these interest

rate increases on to customers, the lag in doing so has

pressured near-term profitability. The good news is

that StoneCo continues to see strong payment volume

growth and gain market share. It is signing on new

customers at a rapid rate, having more than doubled

its client base over the last year to 1.9 million active

clients. While we are disappointed by StoneCo’s poor

share market performance, we believe it is building

one of Brazil’s leading digital payment providers that

will be materially more valuable in the coming years.

Portfolio additions and exits

We didn’t make any material changes to the Marlin

portfolio in the first six months of the year. However,

following recent market turbulence, the share prices

of several watchlist companies have become very

attractive and we have added three new companies

to the portfolio in recent months. To fund these

new additions, we exited three existing holdings as

discussed below.

Overall, we believe these changes position the

portfolio well to capitalise on an ultimate rebound in

markets.

New portfolio additions

Salesforce is the dominant provider of cloud customer

relationship management (CRM) technology globally,

and its business-critical software offerings are used by

90% of Fortune 500 companies. Salesforce is a quality

business that is well positioned to grow market share

in the fast-growing enterprise software market. The

company benefits from high customer switching costs,

pricing power, and a brand reputation as a reliable

partner for Fortune 500 companies, which helps drive

adoption with new customers.

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Microsoft is a well-known mega-cap software
business that is viewed by many IT departments as

their most critical vendor. As businesses globally

perform digital transformations and move to the

cloud, Microsoft is well positioned to capture this

increasing digital spend through their Azure cloud

computing business. Microsoft’s scale gives it an

opportunity to become the premier cloud service

provider, while also being able to offer value for

money across its product range which are used by

almost all enterprises globally.

Netflix is the world’s leading streaming service with

over 200 million members globally. The company’s

scale in content creation and ability to spread this

cost over its huge global audience base gives it a

significant cost advantage versus peers. It can create

more content than its peers, at a lower cost per

subscriber, allowing it to continually improve its user

value proposition. This scale and content advantage,

combined with a large global addressable market

(750m potential subscribers ex-China) and pricing

power, supports our view that Netflix is a quality

business with a wide moat, large growth opportunity,

and an exceptional management team. With the sell-

off in growth stocks, we were able to buy Netflix at a

45% discount to its November highs.

Portfolio exits

We sold out of three companies to make way for these

new investments. In all three cases, we believe they are

still great businesses, although to a large extent our

investment thesis on each name has played out and

the remaining upside is not as significant compared to

the new portfolio additions.

We exited Adidas in January, having first invested in

late 2014 on share price weakness that was driven

by sanctions in Russia and issues in its golf division.

These issues proved to be transitory, and Adidas has

made a remarkable recovery in recent years, delivering

strong revenue growth and margin expansion. After

the initial turnaround, we continued to hold Adidas,

given it was making a successful shift to sell more

product through more lucrative direct-to-consumer

and ecommerce channels (where the company can

earn higher gross margins and profit dollars). Today,

we believe this thesis is fully understood by the market.

The outlook for Adidas is now also further complicated

by the recent resurgence of domestic brands in the

important China market.

We exited Hilton in February, having added it to

the portfolio in April 2020, as the market priced in

expectations for COVID to severely debilitate the travel

industry. Our thesis was that Hilton was a quality

global hotel brand owner, whose asset-light franchise

model would help insulate it in the COVID environment

from the operating leverage pressures faced by hotel

property owners. Additionally, longer term we saw a

long growth runway as independent hotels increasingly

look to join branded chains such as Hilton, because

they benefit from being able to: i) charge higher room

rates and ii) boost occupancy via loyalty programmes

and marketing scale. While we still believe Hilton

remains a great business, we believe our thesis of

COVID recovery and structural growth are now fully

appreciated by the market and reflected in the price.

Hexcel, a leading manufacturer of composite

components for aircraft, was also sold to fund these

new portfolio additions. With the onset of COVID,

Hexcel was the hardest hit company in our portfolio.

Following the recent pickup in travel demand, Hexcel’s

share price has materially outperformed the market

over the last six months. With the share price now

factoring in a strong recovery in aircraft production

in the coming years, we used this opportunity to

reallocate the capital into other positions with more

potential upside.

Portfolio positioning

The Marlin portfolio comprised 22 companies at 30

June 2022, diversified across a range of sectors and

geographies.

Chart 6: Marlin portfolio - Sector split

32

%

CONSUMER

DISCRETIONARY

12

%

HEALTHCARE

24

%

COMMUNICATION

SERVICES

8

%

FINANCIALS

23

%


INFORMATION

TECHNOLOGY

1

%


CASH

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Chart 7: Marlin portfolio - Geographical split
Outlook

It has been a tough year for Marlin, and we are

certainly not satisfied with the portfolio’s performance

over this 12-month period. To outperform the market

over the long term, investors must hold a portfolio

that is significantly different to the market. However,

because of those differences, there will be inevitable

periods of underperformance. While these periods of

weak performance are expected, the extent this year is

very disappointing.

MANAGER’S REPORT CONTINUED

The information in this Manager’s Report has been prepared as at mid-August 2022. The information has been prepared as a

general summary of the matters covered only, and it is by necessity brief. The information and opinions are based upon sources

which are believed to be reliable; however, Marlin Global Limited and its officers and directors make no representation as to its

accuracy or completeness. The report is not intended to constitute professional or investment advice and should not be relied

upon in making any investment decisions. Professional financial advice from a financial adviser should be taken before making

an investment. To the extent that the report contains data relating to the historical performance of Marlin Global Limited or its

portfolio companies, please note that fund performance can and will vary and that future results may have no correlation with

results historically achieved.

There is a silver lining, however. Due to recent market

volatility and the significant price declines in many

companies that we follow and view positively, we are

now seeing more attractive investment opportunities

than we have seen in many years. Although there is a

great deal of economic uncertainty and concern about

inflation and potential recession, a great deal of this

pessimism is already anticipated and baked into share

prices. As we have seen countless times before, the

best time to buy is when fears are running high.

We continue to believe that having a long-term

orientation and investing in high-quality and growing

businesses is one of the best ways to build wealth.

We believe the companies in the Marlin portfolio

will continue to grow steadily and create value for

shareholders in the years ahead.

Ashley Gardyne, Senior Portfolio Manager

Fisher Funds Management Limited

12 September 2022

12

%

ASIA

77

%

NORTH AMERICA

9

%

1

%

WEST EUROPE


CASH

1

%

SOUTH AMERICA

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Headquarters Company% Holding
ChinaAlibaba Group6.6%

Tencent Holdings5.6%

Ireland Icon5.5%

UKGreggs3.2%

United StatesAlphabet8 .1%

Amazon.Com 7. 3 %

Boston Scientific4.5%

Dollar General3 .1%

D olla r Tre e3.0%

Edwards

Lifesciences

2.1%

First Republic Bank

San Francisco

3.7%

Floor & Décor

Holdings

5.6%

Gartner Inc3.0%

Mastercard3.9%

Meta Platforms Inc7. 8 %

Microsoft3.5%

Netflix2.5%

NVR Inc3 .1%

PayPal Holdings6.7%

Salesforce.com5 .1%

Signature Bank4.7%

StoneCo1.0%

Equi t y Tot a l99.6%

New Zealand dollar

cash

1.3%

Total foreign cash0 .1%

Ca s h Tot a l1.4%

Forward foreign

exchange contracts

(1.0%)

TOTAL100.0%

Portfolio Holdings Summary as at

30 June 2022

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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.

TR ACK

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.

Fisher Funds employs an investment analysis model that it calls STEEPP 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:

STE

THE STEEPP PROCESS

Applying this STEEPP analysis, Fisher Funds constructed a portfolio

for Marlin which comprised 22 securities as at 30 June 2022.

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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.

EPP

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-50

%

Total Share Return

-11

%

-38

%

Total Share ReturnTotal Share Return

CHINA

What does it do?

Alibaba is the largest ecommerce

player in China with an overall

online shopping market share of

nearly 50%. It also has leading

positions in both the cloud and

payments markets in China.

Why do we own it?

Alibaba is the online marketplace

leader in China and is twice as

large as 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.

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 share return is

for the year to 30 June 2022 and is based on the closing price for each company plus any capital

management initiatives. For companies that are new additions to the portfolio during the year,

total share return is from the first purchase date to 30 June 2022.

Total shareholders return in local currency sourced from Bloomberg.

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 is

well positioned to grow strongly

as global advertising budgets

gradually shift away from television

to digital formats.


UNITED STATES

What does it do?

Amazon is the dominant

ecommerce platform in the

Western Hemisphere. Alongside

the ecommerce platform, the

company offers marketing

services to vendors and

subscriptions to customers,

which include everything from

free shipping to music and video.

Amazon’s AWS (Amazon Web

Services) business is the largest

global cloud computing provider,

helping clients with data storage

and computing power.

Why do we own it?

Amazon.com sits at the

crossroads of powerful

megatrends. These include

growth in ecommerce, migration

of advertising spend online

and the increasing adoption of

public cloud. The company has

significant scale and network

advantages. With a long growth

runway, Amazon is in a prime

position to monetise these

opportunities.

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MARLIN PORTFOLIO

COMPANIES

-13

%

Total Share Return

+14

%

Total Share Return

UNITED STATES

What does it do?

Boston Scientific is a leading

manufacturer of innovative medical

devices used to treat a range of

medical conditions to over 30

million patients each year. Boston

Scientific focuses on minimally

invasive therapies, which generally

improve patient outcomes versus

traditional surgery and reduce the

overall cost of treatment for health

systems.

Why do we own it?

Boston Scientific is well positioned

with market-leading positions in a

number of fast-growing medical

device markets. With a strong

pipeline of new product launches

and a track-record of investment

in innovation, we expect Boston

Scientific to sustain its above-

market growth and increase its

market share.

UNITED STATES

What does it do?

Dollar General is the leading

discount retailer in the US, selling

a range of everyday household

items including food and cleaning

products, as well as toys,

stationery, and basic apparel.

Dollar General has a talented

management team, a strong track

record, and a scale advantage

over its competitors. Its stores

offer an attractive proposition to a

growing cohort of US households

that are financially stretched and

are not well served by traditional

retailers.

Why do we own it?

There are currently 18,000 Dollar

General stores across the US

and it is rolling out approximately

1,000 new stores every year.

We believe the company should

continue to deliver low double-

digit earnings growth as Dollar

General expands its store base

at attractive returns, takes

market share, and repurchases

shares. Along with the growth

story, we think Dollar General’s

business model has defensive

qualities. Low price points and

value proposition support its

business in difficult economic

environments, with sales growth

actually accelerating in the last

two recessions as consumers

traded down.

+57

%

Total Share Return

UNITED STATES

What does it do?

Dollar Tree is a leading discount

retailer operating under two

banners: Dollar Tree and Family

Dollar. Each banner has over

8,000 stores. Dollar Tree banner

stores sell a mix of everyday

and discretionary items at the

low price of US$1.25, and their

fast-moving assortment creates

a treasure hunt experience that

resonates well with consumers.

Family Dollar, like Dollar General,

is a discount store selling

predominantly everyday items at

competitive prices.

Why do we own it?

Dollar Tree operates over 16,000

Dollar Tree and Family Dollar

stores across the US, and the

company rolls out over 500 new

stores every year. We believe

Dollar Tree is well positioned to

benefit from organic expansion

in its store base, and store

renovation and product initiatives

will improve store productivity

and profits. Dollar Tree also has

a defensive business model − its

low price points and value for

money proposition positions it well

for the current environment where

rising prices are exerting pressure

on consumer wallets.

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-8

%

Total Share Return

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.

MARLIN PORTFOLIO COMPANIES CONTINUED

Total Share Return

Total Share Return

-23

%

UNITED STATES

What does it do?

First Republic is a founder

led bank, providing private

banking, business banking, and

wealth management in Urban,

Coastal markets in the US. First

Republic offers a high-touch,

service orientated model where

customers have a single point of

contact across all banking needs.

This differentiates First Republic

from main-street peers.

Why do we own it?

With its superior service offering,

First Republic has consistently

generated superior loan growth,

while maintaining extremely

prudent lending standards.

Given these characteristics, First

Republic offers a high-quality

investment with attractive earnings

growth potential.

-40

%

UNITED STATES

What does it do?

Floor and Décor is a leading

specialty retailer in the US. The

company warehouse format

stores, which are roughly the size

of a Bunnings, only offer hard

surface flooring. The company

offers the industry’s broadest in-

stock assortment at everyday low

prices. Floor and Décor has 160

stores across 33 states.

Why do we own it?

The company has potential to

dominate the niche hard surface

flooring category, which has been

growing mid-single digits year over

year. There is significant runway

for future store growth with the

potential to quadruple its footprint

to around 500 stores. Given the

company’s size and scale, Mom

and Pop retailers, which have 50%

market share, cannot compete

on price or service with Floor and

D é c or.

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Total Share Return

-0.2

%

UNITED STATES

What does it do?

Gartner is a leading research,

consulting, and advisory company.

Its information technology

research service is seen as

a ‘must-have’ at most large

corporates and is used by 75%

of Fortune 1,000 companies.

Gartner provides up-to-date

industry research and analysis to

help these business leaders make

informed decisions around their

technology, such as the selection

of software vendors or current

best practice in cyber-security or

cloud infrastructure.

Why do we own it?

In a world of constant

technological change and

business model disruption,

Gartner’s research and analysis is

becoming increasingly important

to help companies to navigate this

challenging environment. Gartner

estimates there are 138,000

businesses globally that could

use its service, of which just over

13,000 are current customers –

indicating a long growth runway.

Gartner is now looking to replicate

this model in adjacent business

functions including HR, Finance,

and Supply Chain, with early

progress looking promising.

Total Share ReturnTotal Share Return

-27

%

+5

%

UNITED KINGDOM

What does it do?

Greggs is a vertically integrated

food-on-the-go operator in the

UK. The company operates more

than 2,000 stores and is the leader

in the UK take-away sandwich and

savoury market.

Why do we own it?

Greggs continues to be an

attractive long-term growth story

with the potential to gain share

of a fragmented market given

the strength of Gregg’s value

proposition. We see plenty of

opportunity for Greggs to continue

rolling out stores, while also

implementing strategic initiatives

(e.g. evening trade, delivery, click

and collect) to increase sales

turnover at established stores.

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.

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MARLIN PORTFOLIO COMPANIES CONTINUED

Total Share ReturnTotal Share ReturnTotal Share Return

-13

%

-54

%

-17

%

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

support a strong growth outlook

over the medium to long term.

UNITED STATES

What does it do?

Previously known as Facebook

and rebranded to Meta Platforms

Inc, is the parent organization of

Facebook.

Meta 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 Meta’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 Meta captures a significant

share of advertising dollars as

media budgets move away from

TV and towards digital platforms.

UNITED STATES

What does it do?

Microsoft is a dominant software

business that develops,

manufactures, licenses, sells, and

supports software products, and

is viewed by many IT departments

as their most critical vendor.

Products and services include

many well-known franchises such

as the Windows operating system,

Office productivity applications,

Azure cloud services, LinkedIn

and Xbox.

Why do we own it?

Microsoft is poised to benefit from

the global trend of enterprises

shifting their computing storage

and power to the cloud.

Microsoft’s Azure business unit

is helping customers all over

the world of all sizes make this

transition to the cloud and should

benefit from this secular trend for

many years to come.

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Total Share ReturnTotal Share Return

-55

%

-19

%

UNITED STATES

What does it do?

Netflix is the world’s leading

streaming service with 222

million members in over 190

countries. Members pay a monthly

subscription fee to access TV

series, documentaries, feature

films and mobile games across

a wide range of genres and

languages.

Why do we own it?

Netflix has scale in creating

quality original content and the

ability to spread this cost over a

huge global audience base. We

believe Netflix’s ability to invest

in and create quality content

will only get stronger with time,

and ensure Netflix continues to

gain subscribers for many years

to come – there are 750 million

potential subscribers globally (ex-

China). We are also confident in

the company’s ability to continue

raising prices at a rate that lags

the value of the content it delivers.

Netflix presents incredible user

value compared to satellite or

c a b l e T V.

UNITED STATES

What does it do?

NVR is the 4th largest homebuilder

in the US. Unlike most

homebuilders, which are also land

developers, NVR focuses solely

on homebuilding, using options

to control land, which gives it the

right but not the obligation to buy

lots on a just-in-time basis. NVR

also differentiates itself from peers

by pre-fabricating frames, roofs,

and staircases in one of its eight

manufacturing facilities. Most NVR

competitors still do everything on

site.

Why do we own it?

NVR’s asset-light model,

central pre-fabrication, and

local economies of scale allow

it to generate higher returns on

investment capital than peers and

grow without having to reinvest

much capital. Combined with

what is a very fragmented market

comprising many small players,

NVR’s competitive advantages

should allow it to deliver superior

returns and take market share for

many years to come.

-76

%

Total Share Return

UNITED STATES

What does it do?

PayPal is a global leader in online

payments, with its payment

solutions enabling customers

to send and receive payments.

PayPal benefits from a large-scale

two-sided network that connects

merchants and consumers with

426 million active accounts,

consisting of 392 million consumer

active accounts and 34 million

merchant active accounts across

more than 200 markets.

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 advantage over its

competitors. Furthermore, PayPal

benefits from continued growth in

ecommerce.

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Total Share ReturnTotal Share ReturnTotal Share Return

UNITED STATES

What does it do?

Signature Bank is a specialist

regional bank, lending largely

to wealthy families and private

businesses in New York and

California. It has a sticky deposit

base that comes from managing

transactional business accounts

for businesses like law firms,

accounting firms, and property

management companies, a

long track record of growth and

strong credit control.

Why do we own it?

Signature Bank has an

uncomplicated relationship-

driven business model and

industry profitability. Its ability

to attract and retain senior

bankers from other firms

through an attractive profit

sharing compensation model

has allowed it to grow loans and

deposits at over 20% pa over

the last 10 years. It 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?

Salesforce is the dominant

provider of cloud customer

relationship management (CRM)

technology globally. 90% of

Fortune 500 companies use

Salesforce’s business-critical

software offerings, such as

Slack (communications) and

Tableau (data visualisation).

Why do we own it?

Salesforce is well positioned

to continue capturing market

share in the fast-growing

software-as-a-business (SaaS)

and platform-as-a-business

(PaaS) markets. It benefits from

customer switching costs,

high customer lifetime value,

and brand reputation as a

reliable partner for Fortune 500

companies. Three quarters of

incremental revenue growth

comes from existing customers,

which demonstrates Salesforce’s

compelling value proposition. We

see a long growth runway ahead

for Salesforce as businesses

continue to digitise and move to

the cloud.

-26

%

-26

%

-89

%

BRAZIL

What does it do?

Stone Co is a rapidly growing

payment service provider in Brazil

that allows small merchants to

accept digital payments in-store

and online. Stone was founded in

2012 in response to deregulation

in the Brazilian payments market,

which allowed competition with

the two bank-owned payment

providers for the first time. Stone’s

technology, service, and unique

business model have proven

disruptive and enabled it to gain

significant market share.

Why do we own it?

Digital payment penetration is

still low in Brazil, but is increasing

rapidly due to the shift away from

cash and growth in ecommerce.

We believe Stone will benefit from

this strong industry growth, but

also continue to take market share

from the bank-owned incumbents.

All considered we believe Stone is

an attractive founder-led business

with many years of growth ahead.

MARLIN PORTFOLIO COMPANIES CONTINUED

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2022

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27

CHINA

What does it do?

Tencent is China’s largest online

gaming company with over 50%

market share and it also owns

WeChat, the leading social network

and messaging platform with over

a billion users. The WeChat app is

deeply ingrained into daily life in China

with the average user spending an

hour a day on the platform doing

everything from messaging, social

feeds, news feeds, ecommerce,

hailing cabs, ordering food, booking

travel, paying utility bills and watching

videos. Tencent also has leading

positions in a range of adjacencies

including digital payments (WeChat

Pay), music & video streaming, and

cloud computing.

Why do we own it?

While Tencent’s core business is

its gaming business, the WeChat

platform allows it to create significant

value in adjacent areas such as

advertising and payments which

we do not think is fairly reflected in

the current share price. The digital

advertising opportunity in China

is large and rapidly growing, and

WeChat is ideally placed to capitalise

given its share of online time and

ability to connect businesses with

users. Payments is also a large

opportunity in a market where credit

and debit cards aren’t widely used

and cash is rapidly being displaced by

WeChat Pay and AliPay.

Total Share Return

-37

%

DAVID McCLATCHY BCom
Chair of Investment Committee

Independent Director

David McClatchy is an experienced company director

who has had extensive investment management

experience across New Zealand and international

markets over the last 35 years. David is a director

of Kingfish, Barramundi and Guardians of NZ

Superannuation. 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.

David McClatchy was first appointed to the Marlin

board on 1 July 2021.

CAROL CAMPBELL BCom, FCA, CMInstD

Chair of Audit and Risk Committee

Independent Director

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 Global. 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.

Carol was first appointed to the Marlin board on

5 June 2012.

ANDY COUPE LLB, CMInstD

Chair of the Board

Chair of Remuneration and Nominations

Committee

Independent Director

Andy Coupe has extensive governance, commercial

and capital markets experience having worked in a

number of sectors within the financial markets over

the last 35 years. In addition to also being Chair of

Kingfish and Barramundi, he is also Chair of Television

New Zealand, a member of the Strong Public Media

Establishment Board, and a director of Briscoe Group.

Andy’s principal place of residence is Hamilton.

Andy was first appointed to the Marlin board on

1 March 2013.

FIONA OLIVER LLB, BA, CFInstD

Independent Director

Fiona Oliver is a professional director and her

governance roles span a range of business sectors

including renewable energy, natural gas, technology,

and professional and financial services. She is a

director of Kingfish and Barramundi. Fiona is also a

director (and audit committee chair) of Gentrack Group

Limited, the First Gas Group, BNZ Life Insurance

Limited, and BNZ Insurance Services Limited. She is

also a director of Freightways Limited and Wynyard

Group Limited (in liquidation). Fiona’s executive career

was in the financial services sector in New Zealand

and overseas. In New Zealand, her roles included

Chief Operating Officer of Westpac’s investment arm,

BT Funds Management, and General Manager of

AMP NZ’s Wealth Management division. In Sydney

and London, Fiona managed the Risk and Operations

function for AMP’s private capital division. Prior to

this, Fiona was a senior corporate and commercial

solicitor in New Zealand and overseas, specialising in

mergers and acquisitions. Fiona is a Chartered Fellow

of the Institute of Directors and a member of Global

Women. Fiona was awarded the Beacon Award by the

New Zealand Shareholders Association in 2022 for

her role as Chair of the independent directors of Tilt

Renewables Limited during the attempted takeover

of this company in 2018. Fiona’s principal place of

residence is Auckland.

Fiona Oliver was first appointed to the Marlin board on

1 June 2022.

BOARD OF DIRECTORS

Pictured left to right: David McClatchy, Carol Campbell, Fiona Oliver and Andy Coupe.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2022

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28

For the year ended 30 June 2022 and
current as at the date of this Annual Report

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 they are appropriate for the nature

of Marlin’s 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 Code (“NZX Code”), and the Financial

Markets Authority’s Corporate Governance in New

Zealand - Principles and Guidelines. The board oversees

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

and administrative management responsibilities of Marlin

being delegated to Fisher Funds Management Limited

(“Fisher Funds” or “the Manager”).

Over the financial year ended 30 June 2022, Marlin was

in compliance with the NZX Code, with the exception of

recommendations 4.3

1

and 5.3

2

. The Company is not

in compliance with those recommendations due to the

specific nature of the Company’s business model and

more particularly for the reasons explained below in the

commentary regarding the relevant NZX Code principles.

The alternative governance practices adopted by Marlin in

respect of those matters have the approval of the board.

The Company’s corporate governance policies and

procedures and board and committee charters, are

regularly reviewed by the board against the corporate

governance standards set by NZX and to reflect any

changes required by law, guidance from other relevant

regulators, and developments in corporate governance

practices.

Marlin’s constitution and each of the Company’s

charters, codes and policies referred to in this section

are available on the Marlin website (www.marlin.co.nz)

under the “About Marlin” and “Policies” sections.

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 of the Company 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 requirements of the Code of Ethics &

Standards of Professional Conduct is included as part

of the induction process for new directors and relevant

employees of the Manager.

The Code of Ethics & Standards of Professional

Conduct is also available on Marlin’s website for

directors of the Company and employees of the

Manager to access at any time.

Securities Trading Policy

Marlin’s Securities Trading Policy details the restrictions

on persons nominated by Marlin (including its directors

and employees of the Manager who work on Marlin

matters) (“Nominated Persons”) relating to their trading

in Marlin shares and other securities.

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 on NZX

Limited’s (“NZX”) market announcement platform 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.

The Securities Trading Policy is available on Marlin’s

website.

1 –

Marlin does not have a formal environmental, social and governance (ESG) framework. However, the Manager has a formal ESG

framework which governs its stock selection, which the board is fully supportive of and committed to.

2 –

There is no CEO remuneration disclosure as Marlin delegates its management personnel requirements to Fisher Funds

pursuant to an Administration Services Agreement and does not have its own CEO.


MARLIN GLOBAL LIMITED

ANNUAL REPORT

2022

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29

Conflicts of Interest Policy
The Company’s Conflicts of Interest Policy outlines

the board’s policy on conflicts of interest. The policy

details the processes to be adopted for identifying

conflicts of interest 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.

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 Company’s 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 applicable laws and standards.

The board has delegated the day-to-day portfolio

and administrative management responsibilities

relating to Marlin to the Manager. The responsibilities

of the Manager are clear as they are described in the

Management Agreement and Administration Services

Agreement with Marlin.

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 regular

reports and plans from the Manager 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.

The Board Charter is available on Marlin’s website.

Nomination and appointment of directors

In accordance with Marlin’s constitution and NZX

Listing Rules, a director must not hold office without

re-election past the third annual meeting following his or

her appointment or three years (whichever is the longer).

A director appointed by the board must not hold office

(without re-election) past the next annual meeting

following his or her appointment.

Procedures for the nomination, appointment and

removal of directors are contained in Marlin’s

constitution and the Board Charter. The Remuneration

and Nominations Committee of the board is responsible

for identifying and nominating candidates to fill director

vacancies for board approval.

Written agreement

Marlin provides a letter of appointment to each

newly appointed director setting out the terms

of their appointment which they are required to

sign. The letter includes information regarding the

board’s responsibilities, expectations of directors

and independence, expected time commitments,

indemnity and insurance provisions, obligations to

declare relevant conflicting interests and confidentiality.

New directors are required to formally 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 their experience, length of service

and attendance at board meetings is available on

pages 28 and 31 of this Annual Report and also on

Marlin’s website.

The board takes into account guidance provided

under the NZX Listing Rules and the factors specified

in the NZX Code 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 2022, the board considers that each of

Andy Coupe (Chair), Carol Campbell, David McClatchy,

and Fiona Oliver are independent directors and

therefore the board has determined that all of the

directors on the board are independent directors.

Information in respect of each director’s ownership

interests in Marlin shares and warrants is available on

page 62.

Diversity

Marlin has a formal Diversity Policy applicable to the

Company’s directors. 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

and that membership of the board is best served by

having a mix of individuals with deep expertise and a

breadth of experience. This objective is recognised in

the Diversity Policy.

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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30

All appointments to the board are based on merit, and
include consideration of the board’s diversity needs,

including gender diversity. The principal measurable

diversity objective adopted by the board is to embed

gender diversity as an active consideration in all

succession planning for board positions. The board

assesses annually both the objective set out in the

Diversity Policy and the Company’s progress in

achieving that objective. During the financial year to

30 June 2022, Carmel Fisher retired from the board (6

August 2021) after serving as a director since 2007 and

David McClatchy was appointed as an independent

director effective 1 July 2021.

Alistair Ryan (Chair since 2012) retired from the board

with effect from 1 June 2022. Andy Coupe, a director

on the Marlin board since 2013, and previous Chair of

Marlin’s Investment Committee, succeeded Alistair Ryan

as Chair of the Board. The board has appointed Fiona

Oliver as an independent director effective 1 June 2022.

The board’s gender composition as at the two most

recent annual balance dates was as follows:

NumberProportion

30 June 2022FemaleMaleFemaleMale

Directors2250%50%

NumberProportion

30 June 2021FemaleMaleFemaleMale

Directors2250%50%

The Diversity Policy is available on Marlin’s website.

Director training

All directors are responsible for ensuring they remain

current in understanding how best to perform 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. The review includes

an assessment of whether appropriate training has

been undertaken by directors. 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 as

considered appropriate.

Independent Chair and separation of the Chair

and Chief Executive

The current Chair of the Board (Andy Coupe) is an

independent director. Marlin does not have a Chief

Executive as it delegates its management personnel

requirements to the Manager pursuant to an

Administration Services Agreement. The Chair of the

Board is a different person to the Chief Executive of the

Manager.

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, two Remuneration

and Nominations Committee meetings and two

Investment Committee meetings were held in

the financial year ended 30 June 2022. Director

attendance at board meetings and committee

meetings is shown below.

DirectorBoard

Audit

and Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

8/82/22/22/2

Andy

Coupe

7/82/22/22/2

David

McClatchy

8/82/22/22/2

Alistair

Ryan #

7/ 72/22/22/2

Fiona

Oliver # *

1/10/00/00/0

# The meeting attendance for Alistair Ryan and Fiona Oliver

pertain to the meetings that were held while they were

directors.

* Fiona Oliver also attended an Investment Committee

meeting and a board meeting during May 2022 as an

observer.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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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 Charter is

available on Marlin’s website.

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 Company’s 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 external auditor.

The external 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 financial year ended 30 June 2022, the

Audit and Risk Committee held private sessions with

the external auditor.

The Audit and Risk Committee currently comprises

all of the directors and is chaired by Carol Campbell.

The Audit and Risk Committee may invite the

Corporate Manager and/or other employees of the

Manager and such other persons, including the

external auditor, to attend meetings, 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 committees.

The Remuneration and Nominations Committee currently

comprises all of the directors and was previously chaired

by Alistair Ryan. Andy Coupe took over as Chair of the

Remuneration and Nominations Committee with effect

from 1 June 2022.

The Remuneration and Nominations Committee may invite

the Corporate Manager and/or other employees of the

Manager and such other persons, including the external

auditor, to attend meetings as it considers necessary to

provide appropriate information and explanations.

The Remuneration and Nominations Committee Charter is

available on Marlin’s website.

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 Charter is available on Marlin’s website.

The Investment Committee currently comprises all

of the directors and was previously chaired by Andy

Coupe. David McClatchy took over as Chair of the

Investment Committee with effect from 1 May 2022.

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 and a copy of the policy is available on Marlin’s

website. The Corporate Manager is responsible for

overseeing and co-ordinating required disclosures to

the market.

Charters and policies

Marlin’s key corporate governance documents,

including its Code of Ethics & Standards of Professional

Conduct, board and committee charters and other

policies, are available on Marlin’s website under the

“About Marlin” and “Policies” sections.

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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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 and 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 2022, Marlin did not have a formal

environmental, social and governance (ESG)

framework. Marlin considers that, given the nature of

its operations (as an investment company), it is not

appropriate to maintain an ESG framework due to the

lack of available metrics relevant to its business against

which it could report on such matters. Marlin will

continue to assess the relevance of adopting an ESG

framework. However, the Manager has a formal ESG

framework which governs its stock selection, which the

Marlin board is fully supportive of and committed to.

Details of the Manager’s ESG framework can be seen

on the Manager’s website, fisherfunds.co.nz/about-us/

responsible-investing.

The Financial Sector (Climate-related Disclosures and

Other Matters) Amendment Act 2021 received royal

assent in October 2021. This legislation introduces a

new financial reporting requirement which requires

certain entities, to be known as Climate Reporting

Entities (CREs), to produce annual climate statements

that identify and report on the impact of climate

change on their organisations and disclose greenhouse

gas emissions. It will impact the reporting of most NZX

listed issuers such as Marlin.

The New Zealand External Reporting Board (XRB)

is developing the Aotearoa New Zealand Climate

Standards which are expected to be finalised by the

end of 2022 and will take effect for financial periods

which commence on or after 1 January 2023. These

standards are based on the recommendations of the

Taskforce on Climate-related Financial Disclosures

(TCFD) and are consistent with international

developments.

The Marlin board will determine the appropriate climate

risk reporting for Marlin, once the new accounting

standard has been finalised.

Principle 5 – Remuneration

The remuneration of directors and executives should

be transparent, fair and reasonable.

Directors’ Remuneration

The Company’s Director Remuneration Policy sets out

the structure of the remuneration for directors, the review

process and reporting requirements. The Director

Remuneration Policy is available on Marlin’s website.

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 $157,500 (plus GST if any) was approved by

shareholder resolution passed at the 2018 Annual

Shareholders’ Meeting.

Each year, the Remuneration and Nominations

Committee reviews the level of directors’ fees. 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 financial year ended

30 June 2022. No director received fees or payment

for any other services to the Company. No retirement

payments were made or agreed to be made to any

director during the financial year ended 30 June 2022.

Directors’ remuneration* for the 12 months ended

30 June 2022

Andy Coupe (chair)$38,542

(1)

Carol Campbell $ 3 7, 5 0 0

(2)

Carmel Fisher$3,243

(3)

David McClatchy$33,333

(4)

Alistair Ryan $45,833

(5)

Fiona Oliver $2,708

(6)

*excludes GST

(1) Included in this total amount is $4,167 that Andy Coupe

received as Chair of the Investment Committee. $3,727 of

this amount was applied to the purchase of 2,436 shares

under the Marlin Share Purchase Plan. (Andy Coupe holds

in excess of the 50,000 share threshold set out in the

Marlin Share Purchase Plan but has elected to continue in

the plan).

(2) Included in this total amount is $5,000 that Carol Campbell

received as Chair of the Audit and Risk Committee. $3,727

of this amount was applied to the purchase of 2,436

shares under the Marlin Share Purchase Plan. (Carol

Campbell holds in excess of the 50,000 share threshold

set out in the Marlin Share Purchase Plan but has elected

to continue in the plan).

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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33

(3) Carmel Fisher retired from the Marlin board on
6 August 2021.

(4) Included in this total amount is $833 that David

McClatchy received as the new Chair of the Investment

Committee. $3,228 of this amount was applied to

the purchase of 2,110 shares under the Marlin Share

Purchase Plan.

(5) Alistair Ryan retired as Chair of the Marlin Board on

1 June 2022. $4,973 of this amount was applied to

the purchase of 3,250 shares under the Marlin Share

Purchase Plan.

(6) Fiona Oliver joined the Marlin board on 1 June 2022.

Details of remuneration paid to directors are also

disclosed in note 11 to the financial statements for the

financial year ended 30 June 2022. 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 in the plan. The intention of

the Share Purchase Plan is to further align the interests

of directors with those of Marlin shareholders.

Executive Remuneration

Marlin delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement. For this reason,

Marlin does not have a Chief Executive Officer and it

does not consider it appropriate to make disclosures

about remuneration for the Manager’s personnel

or include those personnel in the application of the

Company’s remuneration policies. Marlin does

not set the remuneration policies applicable to the

Manager’s personnel. The fees paid to Fisher Funds

for administration services are set out in note 11 to

Marlin’s financial statements for the financial year

ended 30 June 2022.

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 board is actively involved in tracking the

development of existing risks and the emergence of

new risks to Marlin’s business. The Audit and Risk

Committee and board receive regular reports on the

operation of risk management policies and procedures

from the Manager. 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, the Manager has its own

comprehensive risk management policy. The board is

informed of any changes to the Manager’s policy.

The spread of Covid-19 has impacted economies

around the globe. In many countries, businesses have

been forced to cease or limit operations for extended

or indefinite periods of time. Global stock markets have

experienced greater than normal volatility and there was

significant market weakness during the early stages of

the pandemic. There continues to be ongoing Covid-19

uncertainty, more recently in regards to the presence of

the Omicron variant and its impact on business activity

and economies in general.

During the 2022 financial year, global stock markets

experienced renewed market volatility due to ongoing

Covid uncertainty, inflationary concerns and political

uncertainty in Europe (primarily as a result of the

Ukraine/Russia conflict).

The preparation of Marlin’s financial statements for the

financial year ended 30 June 2022 has not required the

addition of any new judgements or estimates.

Marlin provides shareholders and warrant holders with

regular communications, covering the performance

of the Company and the performance of the

underlying stocks invested into by the Company. The

communications include monthly updates, quarterly

newsletters and annual reports. Numerous NZX

announcements are also made, including weekly and

month end NAV per share, and interim and annual

financial statements.

Health and Safety

The Manager operates under a Health and Safety

CORPORATE GOVERNANCE STATEMENT CONTINUED

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34

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 by the board in May

2018. This policy includes procedures:

(a) to sustain communication with Marlin’s external

auditor;

(b) to ensure that the ability of the external auditor to

carry out its statutory audit role is not impaired, or

could reasonably be perceived to be impaired;

(c) to address what, if any, services (whether by type

or level) other than their statutory audit roles may

be provided by the external auditor to Marlin; and

(d) to provide for the monitoring and approval by the

Audit and Risk Committee of any service provided

by the external auditor to Marlin other than in its

statutory audit role.

The Audit and Risk Committee meets with the external

auditor, without management present, to approve its

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 external auditor.

Marlin’s current external auditor,

PricewaterhouseCoopers (“PwC”), was appointed

by shareholders at the 2007 annual meeting in

accordance with the provisions of the Companies Act

1993. PwC is automatically reappointed as auditor

under Part 11, Section 207T of the Companies Act at

the Annual Shareholders’ Meeting, except in the limited

circumstances set out in the Act.

The Audit and Risk Committee has assessed PwC

to be independent and confirmed that the non-audit

services they have provided in relation to confirming

the amounts used in the Manager’s performance fee

calculation have not compromised PwC’s independence.

Written confirmation of PwC’s independence has been

obtained by the board.

PwC, as external auditor of the 2022 financial statements,

will attend this year’s Annual Shareholders’ 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 does not have an internal audit function,

however the Company regularly reviews all areas of

risk management and focuses on all operating and

compliance risk obligations as described above in

relation to Principle 6. Marlin delegates day-to-day

portfolio and administrative management responsibilities

relating to Marlin to the Manager and the Corporate

Manager is responsible for managing operational and

compliance risks across Marlin’s business and reporting

on those matters to the board as needed.

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’ part of its website

contains a range of information, including periodic

and continuous disclosures to NZX, 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

MARLIN GLOBAL LIMITED

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35

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

When required by the Companies Act 1993, Marlin’s

Constitution, and the NZX Listing Rules, Marlin will

refer decisions to shareholders for approval. Marlin’s

policy is to conduct voting at its shareholder meetings

by way of poll and on the basis of one share, one

vote.

Notice of annual meeting

The 2022 Marlin Notice of Annual Shareholders’

Meeting will be sent to shareholders at least 20

working days prior to the meeting and will be

published on Marlin’s website.

Subject to any Covid-19 restrictions which prevent the

Company from holding a physical meeting, this year’s

Annual Shareholders’ Meeting will be held at 10.30am

on 4 November 2022, at the Ellerslie Event Centre

in Auckland. Full participation of shareholders is

encouraged at the Annual Shareholders’ Meeting and

shareholders are also 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 2027.

NZX Waivers

There were no waivers granted by NZX or relied upon

by the Company in the financial year ended 30 June

2022.

Capital raisings

Marlin Share Issue (Warrant Conversion MLNWE)

On 20 May 2022, Marlin Global warrant holders had

the option to convert their warrants into ordinary Marlin

Global shares at an exercise price of $1.18 per warrant.

On the exercise date, 4,817,168 warrants out of a

possible 47,256,870 warrants (10%) were converted into

Marlin Global ordinary shares.

The new shares were allotted to warrant holders on 25

May 2022.

The remaining 42,439,702 warrants which were not

exercised lapsed, and all rights in regards to them

expired.

The additional funds were invested in Marlin’s then

current investment portfolio of stocks.

CORPORATE GOVERNANCE STATEMENT CONTINUED

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We present the financial statements for Marlin Global Limited for the year ended 30 June 2022.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the

Company as at 30 June 2022 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 22 August 2022.

Andy Coupe Carol Campbell

David McClatchy Fiona Oliver

For the year ended 30 June 2022

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

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39Statement of Comprehensive Income
40Statement of Changes in Equity

41Statement of Financial Position

42Statement of Cash Flows

43Notes to the Financial Statements

57Independent Auditor's Report

FINANCIAL

STATEMENTS CONTENTS

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The accompanying notes form an integral part of these financial statements.
Notes 2022 2021

$000 $000

Interest income 29 6

Dividend income 629 612

Net changes in fair value of investments2 ( 5 9,16 9 ) 7 7, 6 8 8

Other income/(losses)3 38 (244)

Total (loss)/income (58,473) 78,062

Operating expenses4 2,775 6,556

Operating (loss)/profit before tax (61,248) 71,506

Total tax (benefit)/expense5 (821) 2,326

Net operating (loss)/profit after tax attributable to shareholders (60,427) 6 9,18 0


Total comprehensive (loss)/income after tax attributable to shareholders (60,427) 6 9,18 0

Basic (losses)/earnings per share7 (31.34c) 39.55c

Diluted (losses)/earnings per share7 (31.34c) 38.60c

STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 June 2022

MARLIN GLOBAL LIMITED

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STATEMENT OF
CHANGES IN EQUITY

FOR THE YEAR ENDED 30 June 2022

MARLIN GLOBAL LIMITED

Attributable to shareholders of the company

Notes

Share

Capital

Retained

Earnings /

(Accumulated

Deficits)

Tot al

Equity

$000$000 $000

Balance at 1 July 2020 13 8 ,119 18,045 15 6 ,16 4

Comprehensive income

Net operating profit after tax - 6 9,18 0 6 9,18 0

Total comprehensive income for the year ended 30 June 2021 - 6 9,18 0 6 9,18 0


Transactions with shareholders

Shares issued for warrants exercised6 (c) 28,652 - 28,652

Costs relating to warrants issued (14) - (14)

Dividends paid6 (d) - (15,859) (15,859)

New shares issued under dividend reinvestment plan6 (e) 6,258 - 6,258

Total transactions with shareholders for the

year ended 30 June 2021

34,896 (15,859) 19,037

Balance at 30 June 2021 173,015 71,366 244,381


Comprehensive income

Net operating (loss) after tax - (60,427) (60,427)

Total comprehensive (loss) for the year ended 30 June 2022 - (60,427) (60,427)


Transactions with shareholders

Shares issued for warrants exercised6 (c) 5,666 - 5,666

Dividends paid6 (d) - (18,702) (18,702)

New shares issued under dividend reinvestment plan6 (e) 7,17 6 - 7,17 6

Total transactions with shareholders for the

year ended 30 June 2022

12,842 (18,702) (5,860)

Balance at 30 June 2022 185,857 ( 7,76 3 ) 178,0 94

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

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Notes 2022 2021
$000 $000

SHAREHOLDERS' EQUITY178,0 94244,381

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 10 2,609 5 ,10 2

Trade and other receivables 8 1,238 111

Financial assets at fair value through profit or loss 2 175,620 246,851

Total Current Assets 179,467 252,064


Non-current Assets

Deferred tax asset5 880 -

Total Non-current Assets 880 -

TOTAL ASSETS 180,347 252,064

LIABILITIES

Current Liabilities

Trade and other payables 9 276 3,227

Financial liabilities at fair value through profit or loss 2 1,977 2,277

Current tax payable5 - 2,179

Total Current Liabilities 2,253 7,6 8 3

TOTAL LIABILITIES 2,253 7,6 8 3

NET ASSETS 178,0 94 244,381

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


R A Coupe C A Campbell

Chair Chair of the Audit and Risk Committee

22 August 2022 22 August 2022

STATEMENT OF

FINANCIAL POSITION

AS AT 30 June 2022

MARLIN GLOBAL LIMITED

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

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STATEMENT OF
CASH FLOWS

FOR THE YEAR ENDED 30 June 2022

MARLIN GLOBAL LIMITED

Notes 2022 2021

$000 $000

Operating Activities

Sale of listed equity investments 116 , 4 6 3 85,825

Interest received 29 6

Dividends received 630 643

Other income 43 -

Other expenses - (240)

Purchase of listed equity investments (92,507) (105,043)

Operating expenses (6,857) ( 5 ,12 0 )

Ta xe s pa id (2,238) (88)

Net settlement of forward foreign exchange contracts (12,19 4) 7, 4 3 3

Net cash inflows/(outflows) from operating activities10 3,369 (16,584)

Financing Activities

Proceeds from warrants exercised 5,666 28,652

Warrant issue costs - (14)

Dividends paid (net of dividends reinvested) (11, 5 2 6 ) (9,601)

Net cash (outflows)/inflows from financing activities (5,860) 19,037

Net (decrease)/increase in cash and cash equivalents held (2,491) 2,453

Cash and cash equivalents at beginning of the year 5 ,10 2 2,640

Effects of foreign currency translation on cash balance (2) 9

Cash and cash equivalents at end of the year10 2,609 5 ,10 2




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

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NOTES TO THE
FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 June 2022

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 entities, and

International Financial Reporting Standards (IFRS).

The financial statements have been prepared on the historical cost basis, except for financial assets

and liabilities at fair value through profit or loss.

The functional and reporting currency used to prepare the financial statements is New Zealand

dollars, rounded to the nearest one thousand dollars. Where relevant, prior year comparatives

have been reclassified to conform with current year financial statement presentation. Where there

has been a material restatement of comparative information the nature of, and the reason for the

restatement is disclosed in the relevant notes.

The operating expenses 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/(losses)”.

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.

There are no new accounting standards, amendments to standards and interpretations that have a

material impact on these financial statements. The same applies for any new standards, amendments

to standards and interpretations that have been issued but are not yet effective.

Financial Reporting by Segments

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

The Company is managed as a whole and is considered to have a single operating segment. There is

no further division of the Company or internal segment reporting used by the Directors when making

strategic, investment or resource allocation decisions.

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

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FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 1 BASIS OF ACCOUNTING CONTINUED

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 22 August 2022.

No party may change these financial statements after their issue.

NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS


j

Given that the investment portfolio is managed, and performance is evaluated, on a fair value basis

in accordance with a documented investment strategy, Marlin has classified all of its investments at

fair value through profit or loss.

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

in fair value. Net changes in the fair value of financial assets and liabilities are recognised in the

Statement of Comprehensive Income.

Financial assets at fair value through profit or loss comprise international listed equity investment

assets and forward foreign exchange contracts with positive value.

Financial liabilities at fair value through profit or loss comprise forward foreign exchange contracts

with negative value.

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

against currency risk. 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.

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 a reputable pricing vendor.

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).

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 in an active market, the investments are categorised as Level 1. When significant inputs

derived from observable market data are used, the investments are categorised as Level 2. If

significant inputs are not based on observable market data, they are categorised as Level 3.

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j

All listed 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 have been no

transfers between levels of the fair value hierarchy during the year (2021: none).

There were no financial instruments classified as Level 3 at 30 June 2022 (2021: none).

2022 2021

$000$000

Investments at Fair Value through Profit or Loss

Financial Assets:

International listed equity investments 175,5 4 4 246,847

Forward foreign exchange contracts 76 4

Total financial assets at fair value through profit or loss 175,620 246,851


Financial Liabilities:

Forward foreign exchange contracts 1,977 2,277

Total financial liabilities at fair value through profit or loss 1,977 2,277


Net changes in fair value of Investments

International listed equity investments (68,035) 79,980

Foreign exchange gains/(losses) on equity investments 20,688 (7,897)

(Losses)/gains on forward foreign exchange contracts (11, 8 2 2) 5,605

Net changes in fair value of investments through profit or loss (5 9,16 9 ) 77,6 8 8

The fair value of 14 stocks was determined using the bid price (2021: 6 stocks).

The notional value of forward foreign exchange contracts held at 30 June 2022 was $91,940,677

( 2 0 21: $113 , 4 4 5 ,741).

NOTE 3 OTHER INCOME/(LOSSES)

2022 2021

$000$000

GST refund (note 11(a)(ii)) - 198

Foreign exchange gains/(losses) on cash and cash equivalents and

outstanding settlements

38 (442)

Total other income/(losses) 38 (244)

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NOTE 4 OPERATING EXPENSES
2022 2021

$000$000

Management fee (note 11(a)(i)) 1,695 2,607

Performance fee (note 11(a)(i)) - 2,883

Administration services (note 11(a)(i)) 159 159

Directors' fees (note 11(b)) 187 176

Custody, accounting and brokerage 364 397

Investor relations and communications 134 132

NZX fees 61 60

Professional fees 39 41

Fees paid to the auditor:

Statutory audit and review of financial statements 48 38

Non-assurance services

1

- 2

Regulatory fees 23 16

Other operating expenses 65 45

Total operating expenses 2,775 6,556

1

Non-assurance services in the prior year relate to agreed upon procedures performed in respect of the

performance fee calculation. No other fees were paid to the auditor.

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 or substantively 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 difference 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.

FOR THE YEAR ENDED 30 June 2022

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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2022 2021
$000$000

Taxation expense is determined as follows:

Operating (loss)/profit before tax (61,248) 71,506

Non-taxable realised gain on financial assets and liabilities (41,312) (28,628)

Non-taxable unrealised (loss)/gain on financial assets and liabilities 88,762 (43,221)

Fair Dividend Rate income 11, 0 2 9 8,965

Exempt dividends subject to Fair Dividend Rate (626) (616)

Non-deductible expenses and other 284 307

Forfeit of tax credits 179 -

Prior period adjustment - (1)

Tax losses utilised - (4)

(Loss for tax purposes)/taxable income (2,932) 8,308

Tax at 28% (821) 2,326

Taxation expense comprises:

Current tax 50 2,327

Deferred tax (871) -

Prior period adjustment - (1)

Total tax (benefit)/expense (821) 2,326


Current tax balance

Opening balance ( 2,179 ) 58

Current tax movements - (2,327)

Ta x pa id 2,179 -

Credits used - 88

Losses utilised - 2

Current tax (payable)/receivable - (2,179)


Deferred tax balance

Opening balance - 1

Current year losses 871 -

Tax credits 9 (1)

Other - -

Deferred tax asset 880 -


j

A deferred tax asset is recognised only if it is probable that future tax profits will be available to

utilise against the deferred tax asset.

Imputation credits

The imputation credits available for subsequent reporting periods total $1 (2021: $2,179,877). 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 2022.

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FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 6 SHAREHOLDERS’ EQUITY

a. 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 200,605,735 fully paid ordinary shares on issue (2021:190,259,965). 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.

b. Buybacks

Marlin maintains an ongoing share buyback programme. For the year ended 30 June 2022, Marlin did

not acquire any shares (2021: nil) 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 were no shares held as treasury stock at balance date (2021: nil).

c. Warrants

On 20 May 2022, 4,817,168 warrants valued at $5,684,258, less exercise costs of $17,904 (net

$5,666,354), were exercised at $1.18 per warrant, and the remaining 42,439,702 warrants lapsed.

On 6 November 2020, 33,399,590 warrants valued at $28,723,647, less exercise costs of $71,879 (net

$28,651,768), were exercised at $0.86 per warrant, and the remaining 3,853,098 warrants lapsed.

d. 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:

2022

$000

Cents per

share

2021

$000

Cents per

share

24 Sep 2021 4,795 2.5225 Sep 2020 3 ,12 9 2.06

17 Dec 2021 4,864 2.5418 Dec 2020 4,101 2.20

25 Mar 2022 4,800 2.4926 Mar 2021 4,149 2.21

23 Jun 2022 4,243 2.1325 Jun 2021 4,480 2.37

18,702 9.68 15,859 8.84

e. Dividend Reinvestment Plan

Marlin has a dividend reinvestment plan which provides ordinary 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 2022, 5,528,602 ordinary shares totalling $7,175,802 (2021: 4,962,578 ordinary shares

totalling $6,258,001) 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.

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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. Potential ordinary shares include outstanding warrants.

2022 2021


Basic earnings per share

Net operating (loss)/profit after tax attributable to shareholders of the

Company ($'000)

(60,427) 6 9,18 0

Weighted average number of ordinary shares on issue net of treasury stock (‘000) 192,821 174, 9 4 0

Basic (losses)/earnings per share (31.34c) 39.55c


Diluted earnings per share

Net operating (loss)/profit after tax attributable to shareholders of the

Company ($’000)

(60,427) 6 9,18 0

Weighted average number of ordinary shares on issue net of treasury stock ('000) 192,821 174, 9 4 0

Diluted effect of warrants ('000) - 4,262

192,821 179, 20 2

Diluted (losses)/earnings per share (31.34c) 38.60c

NOTE 8 TRADE AND OTHER RECEIVABLES

Trade and other receivables are classified as financial assets at amortised cost 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 trade and other receivables’ carrying values are a reasonable approximation of fair value.

2022 2021

$000$000

Related party receivable (note 11(a)(ii)) 1,13 0 -

Other receivables and prepayments 108 111

Total trade and other receivables 1,238 111

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FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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 trade and other payables’ carrying values are a reasonable approximation of fair value.

2022 2021

$000$000

Dividends payable 29 28

Related party payable (note 11(a)(i)) 201 3 ,15 2

Other payables and accruals 46 47

Total trade and other payables 276 3,227

NOTE 10 CASH AND CASH FLOW RECONCILIATION

Cash and Cash Equivalents

Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash

on deposit at banks.

2022 2021

$000$000

Cash - New Zealand dollars 2,434 4,606

Cash - International currency 175 496

Cash and cash equivalents 2,609 5 ,10 2


Reconciliation of Net Operating Profit after Tax to Net Cash Flows

from Operating Activities

Net operating profit after tax (60,427) 6 9,18 0

Items not involving cash flows:

Unrealised losses/(gains) on cash and cash equivalents 2 (9)

Unrealised losses/(gains) on revaluation of investments 88,762 (43,220)

Unrealised (gains)/losses on forward foreign exchange contracts (372) 1,828

88,392 (41,401)

Impact of changes in working capital items

(Decrease) in trade and other payables (2,951) (82)

(Increase)/decrease in trade and other receivables (1,127 ) 1,482

Change in current and deferred tax (3,059) 2,238

( 7,137 ) 3,638

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2022 2021
$000$000

Items relating to investments

Amount paid for purchases of investments (92,507) (105,043)

Amount received from sales of investments net of realised gains/losses 8 7, 24 2 49,529

Net amount paid on settlement of forward foreign exchange contracts (12,19 4) 7, 4 3 3

Movements in unsettled purchases of investments - 1,519

Movements in unsettled sales of investments - (1,439)

(17, 4 5 9 ) (48,001)

Net cash inflows/(outflows) from operating activities 3,369 (16,584)


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.

a. Fisher Funds Management Limited

Fisher Funds Management Limited (“Fisher Funds” or “the Manager”) is an entity that provides key

management personnel services to Marlin by virtue of its management agreement.

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

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.

Performance fee: Fisher Funds may earn an annual performance fee of 10% 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 total performance fee

amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees) and is

settled fully in cash.

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 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 60 days of the balance date.

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

Comprehensive Income and treated in line with a typical operating expense.

Administration fee: Fisher Funds provides corporate administration services and a fee is payable

monthly in arrears.

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FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 11 RELATED PARTY INFORMATION CONTINUED

(i) Fees Earned and Payable:

20222021

$000$000

Fees earned by the Manager for the year ended 30 June

Management fees 1,695 2,607

Performance fees - 2,883

Administration services 159 159

Operating expenses 1,854 5,649

For the year ended 30 June 2022, the Manager did not achieve a return in excess of the

performance fee hurdle return and the HWM (2021: excess returns of $62,049,218 were generated).

Accordingly, the Company has not expensed a performance fee (2021: Performance fee of

$2,883,200 was expensed).

Fees payable to the Manager at 30 June

Management fees 188 255

Performance fees - 2,884

Administration services 13 13

Related party payables 201 3 ,15 2

(ii) Other Income Earned and Credit Note

Income Received from the Manager for the Year Ended 30 June 2021

On 30 April 2021, Fisher Funds received a GST refund plus use of money interest (UOMI) from the

Inland Revenue Department (“IRD”). The refund relates to the period 1 April 2004 to 31 July 2009 when

the Manager applied 15% GST on management fees, when a subsequent assessment confirmed the

Manager was entitled to charge only 1.5% GST on management fees. The total GST refund received by

the Manager on behalf of Marlin is $197,560, being overcharged GST refunded of $193,598 and plus

UOMI of $3,962.

The GST refund was received by Marlin in May 2021.

The GST refund and UOMI was excluded from any performance fee calculation, consistent with how

they have been treated in the past given they were not performance related income for the year.

Fees receivable from the Manager 30 June

Management fee credit note 1,13 0 -

Related party receivable 1,13 0 -

Fisher Fund’s management fee was calculated and invoiced at 1.25% of gross asset value, with a

balance date adjustment to reduce the management fee to 0.75% of gross asset value (30 June 2021:

no adjustment) as the gross return underperformed the NZ 90 Day Bank Bill Index by 24.7%. As a

result of the management fee adjustment which had been accrued in the accounts during the year,

Fisher Funds raised a credit note for $1,129,932 at balance date which will be used by the Company to

cover future monthly management fees.

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b. Directors
Marlin considers its Board of Directors (“Directors”) key management personnel. Marlin does not have

any employees.

During the financial year the Directors earned fees for their services of $187,113 (2021: $176,247). The

Directors’ fee pool is $157,500 (plus GST, if any) for the year ended 30 June 2022 (30 June 2021:

$157,500 + GST). There were no Director fees payable at the end of the period (30 June 2021: nil).

Directors’ fees exceed the pool due to the Company temporarily having five directors during the year

between the appointment of David McClatchy (1 July 2021) and the retirement of Carmel Fisher (6

August 2021).

The Directors held shares in the company as at 30 June 2022 which total 0.11% of total shares on

issue (30 June 2021: 3.23%). The reduction in Director shareholding is a result of changes in Directors

during the period. The Directors did not hold warrants in the Company as at 30 June 2022 as there

were no warrants on issue (30 June 2021: 3.25%).

Dividends of $28,860 (30 June 2021: $486,741) were also received by the Directors as a result of their

shareholding during the period.

c. 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 2022 totalled $169,224 (2021: $1,105,088) and sales totalled $7,322,161 (2021:

$ 4 9 4,16 6 ).

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, diversification, and daily monitoring of the market positions. For corporate

governance purposes there is also 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 90%

(2021: United States 88%).

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 as at 30 June 2022 (2021:

Meta Platfroms Inc comprised 11%).

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

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.

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FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED

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 assets 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:

2022 2021

$000$000

Price risk

1


International listed equity investmentsCarrying value 175,5 4 4 246,847

Impact of a 20% change in market prices: +/- 3 5 ,10 9 49,369

Interest rate risk

2


Cash and cash equivalentsCarrying value 2,609 5 ,10 2

Impact of a 1% change in interest rates: +/- 26 51

Currency risk

3


Cash and cash equivalentsCarrying value 175 496

Impact of a +10% change in exchange rates (16) (45)

Impact of a -10% change in exchange rates 19 55

International listed equity investmentsCarrying value 175,5 4 4 246,847

Impact of a +10% change in exchange rates (15,959) (22,441)

Impact of a -10% change in exchange rates 19,505 27,427

Forward foreign exchange contractsCarrying value (1,9 01) (2,273)

Impact of a +10% change in exchange rates 8,358 10,378

Impact of a -10% change in exchange rates (10,216) (12,684)

Net foreign currency payables/receivablesCarrying value 86 101

Impact of a +10% change in exchange rates (8) (9)

Impact of a -10% change in exchange rates 10 11

1

A variable of 20% is considered appropriate for market price risk sensitivity analysis based on historical price

movements.


2

A variable of 1% was selected as this is a reasonably expected movement based on historical volatility. The

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

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 and are

normally settled within three business days. Dividends receivable are due from listed international

companies and are normally settled within a month after the Ex-Dividend date. The Company

has cash and forward foreign exchange contracts with banks registered in New Zealand, and

internationally, which carry a minimum short-term credit rating of S&P AA- or equivalent.

The Company measures credit risk and expected credit losses using probability of default, exposure

at default and loss given default. Management considers both historical analysis and forward looking

information in determining any expected credit loss. At balance date, cash at bank was held with

counterparties with a credit rating of S&P AA- or equivalent. Trade and other receivables are normally

settled within three business days. Management considers the probability of default to be close to

zero as the counterparties have a strong capacity to meet their contractual obligations in the near

term. As a result, no loss allowance has been recognised based on 12 month expected credit losses

as any such impairment would be wholly insignificant to the Company.

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

Statement of Financial Position.

Other than cash at bank, short term unsettled trades and dividends receivable, there are no

significant concentrations of credit risk. The Company does not expect non-performance by

counterparties, therefore no collateral or security is required.

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. All

trade and other payables have contractual maturities of three months or less.

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 2022 (2021: nil).

All derivative financial liabilities held by the Company have contractual maturities of three months or

less.

There have been no subsequent events to suggest any issues with satisfying working capital and

investment requirements.

Capital Risk Management

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

accumulated deficits) 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.

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NOTE 13 NET ASSET VALUE
The audited net asset value per share of Marlin as at 30 June 2022 was $0.89 per share (2021:

$1.28), calculated as the net assets of $178,094,948 divided by the number of shares on issue of

200,605,735 (2021: net assets of $244,381,374 and shares on issue of 190,259,965).

NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2022

(2021: nil).

NOTE 15 SUBSEQUENT EVENTS

Dividend: The Board declared a dividend of 1.85 cents per share on 22 August 2022. The record

date for this dividend is 8 September 2022 with a payment date of 23 September 2022.

Subsequent Performance: As at 16 August 2022 the Marlin unaudited net asset value (NAV) had

increased to $205.1m, up 15.2% from 30 June 2022, due to market movements. Marlin reports its

unaudited NAV to the NZX on a weekly and monthly basis.

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

FOR THE YEAR ENDED 30 June 2022

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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PricewaterhouseCoopers, 15 Customs Street West, 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

Our opinion

In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present

fairly, in all material respects, the financial position of the Company as at 30 June 2022, 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).

What we have audited

The financial statements comprise:

• the statement of financial position as at 30 June 2022;

• 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 and other

explanatory information.


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.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Company.

Key audit matters

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 listed equity investments. This 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.




PricewaterhouseCoopers, 15 Customs Street West, 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

Our opinion

In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present

fairly, in all material respects, the financial position of the Company as at 30 June 2022, 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).

What we have audited

The financial statements comprise:

• the statement of financial position as at 30 June 2022;

• 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 and other

explanatory information.


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.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Company.

Key audit matters

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 listed equity investments. This 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.


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PwC 2



Description of the key audit matter How our audit addressed the key audit matter

Valuation and existence of listed equity

investments

Listed equity investments (the investments) are

valued at $176 million and represent 97% of

total assets.

Further disclosures on the investments are

included in note 2 to the financial statements.

This was an area of focus for our audit and an

area where a significant proportion of audit

effort was directed.

As at 30 June 2022, all investments were in

companies that were listed on recognised

stock exchanges and were actively traded with

readily available, quoted market prices. The

market prices were quoted in foreign

currencies, and were then translated to New

Zealand dollars using the exchange rate at 30

June 2022.

All investments are held by Trustees Executors

Limited (the Custodian) on behalf of the

Company. Trustees Executors Limited also

provides administration services for the

Company.

























Our audit procedures included updating our understanding of

the business processes employed by the Company for

accounting for, and valuing, its investment portfolio.

We obtained confirmation from the Custodian that the

Company was the recorded owner of all the recorded

investments.

We obtained copies of and assessed Trustees Executors

Limited’s Internal Controls Reports for Custody, Investment

Accounting and Registry services for the period from 1 April

2021 to 31 March 2022. Trustees Executors Limited has

confirmed that there has been no material change to the

control environment in the period from 1 April 2022 to 30

June 2022.

We agreed the price for all investments held at 30 June 2022

and the exchange rate at which they have been converted

from foreign currencies to New Zealand dollars to

independent third-party pricing sources.



Our audit approach


Overview

Materiality Overall materiality: $890,000, which represents approximately 0.5%

of net assets.

We chose net assets as the benchmark because, in our view, the

objective of the Company is to provide investors with a total return on

its assets, taking account of both capital and income returns.

Key audit matters

As reported above, we have one key audit matter, being: Valuation

and existence of listed equity investments.


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. 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

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


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PwC 3



Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

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

including the overall 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, the nature,

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

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

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual report, but does not include the financial statements and our

auditor's report thereon. 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 and we will not express

any form of audit opinion or assurance conclusion thereon.

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

information 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 other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

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/assurance-standards/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.

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PwC 4
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 Philip Taylor.

For and on behalf of:

Chartered Accountants

22 August 2022

Auckland

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Spread of Shareholders as at 5 August 2022
Holding Range# of Shareholders# of Shares% of Total

1 to 99921182,4790.04

1,000 to 4,9996181,683,9270.84

5,000 to 9,9998005,452,7772.72

10,000 to 49,9992,13 84 9 , 2 0 7, 3 4 024.53

50,000 to 99,99950635,212,17717. 5 5

100,000 to 499,99935066,653,05033.23

500,000 +3042,313,98521.0 9

TOTAL4,653200,605,735100%

20 Largest Shareholders as at 5 August 2022

Holder Name# of Shares% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>5,836,6062.91

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>3,819,2441.9 0

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

AC C O U N T>

3,786,8861.89

CUSTODIAL SERVICES LIMITED <A/C 4>3,605,0681.8 0

FNZ CUSTODIANS LIMITED3,251,8621.62

ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M

SIMMONDS PARTNERSHIP A/C>

2,802,7391.40

LEVERAGED EQUITIES FINANCE LIMITED2,720,0081.36

JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER

JOHN CLARK <RIORDAN FAMILY A/C>

1,418,3290.71

JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED

<BRIAN CURRIE NO 2 FAMILY A/C>

940,5940.47

RUSSEL ERNEST GEORGE CREEDY939,3940.47

PHILIP MICHAEL EDWARDES938,5050.47

THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN9 0 0 ,15 40.45

MARGARET MASSEY824,3050.41

PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD

<JEM FAMILY A/C>

821,3180.41

LEO ADRIAN KOPPENS750,0000.37

DAVID WILLIAM FREDERICK HAWORTH740,6250.37

LAPAUGE LIMITED719,6150.36

BRIAN MAXWELL CURRIE & J D PATTERSON TRUSTEE LIMITED

<JANET CURRIE FAMILY A/C>

702,7060.35

DEREK JOHN SMITH & MAUREEN MARGARET SMITH676,0000.34

ERICA DAWNE HASTIE650,0000.32

TOTAL36,843,95818.38

SHAREHOLDER INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2022

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61

Directors’ Relevant Interests in Equity Securities as at 30 June 2022
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 2022 are as follows:

Shares

Held Directly

R A Coupe

(1)

8 8,817

C A Campbell

(2)

139,457

D M McClatchy

(3)

2,234

F A Oliver

(4)

0

(1)

R A Coupe purchased 2,436 shares on market in the year ended 30 June 2022 as per the Marlin share purchase plan

(purchase price $1.53). R A Coupe acquired 5,437 shares in the year ended 30 June 2022, issued under the dividend

reinvestment plan (average issue price $1.29). R A Coupe exercised 15,979 warrants in the year ended 30 June 2022.

(2)

C A Campbell purchased 2,436 shares on market in the year ended 30 June 2022 as per the Marlin share purchase plan

(purchase price $1.53). C A Campbell acquired 8,522 shares in the year ended 30 June 2022, issued under the dividend

reinvestment plan (average issue price $1.29). C A Campbell exercised 25,367 warrants in the year ended 30 June 2022.

(3)

D M McClatchy purchased 2,110 shares on market in the year ended 30 June 2022 as per the Marlin share purchase plan

(purchase price $1.53). D M McClatchy acquired 124 shares in the year ended 30 June 2022, issued under the dividend

reinvestment plan (average issue price $1.24).

(4)

F A Oliver joined the board on 1 June 2022 and does not currently hold any Marlin shares.

Directors Holding Office

Marlin’s directors as at 30 June 2022 were:

• R A Coupe (Chair)

• C A Campbell

• D M McClatchy

• F A Oliver

During the year, David McClatchy was appointed as an independent director (effective 1 July 2021) and Carmel

Fisher retired as a director (effective 6 August 2021).

On 18 January 2022, Alistair Ryan (Chair of Marlin since 2012) announced that he would not be seeking re-election

at this year’s annual meeting and retired from the board, effective 1 June 2022. Andy Coupe, an independent

director of Marlin since 2013, succeeded Alistair Ryan as Chair from 1 June 2022.

On 14 March 2022, the board of Marlin announced the appointment of Fiona Oliver as an independent director,

effective 1 June 2022. In accordance with the Marlin constitution and NZX Listing Rules, Fiona Oliver will stand for

election at the 2022 Annual Shareholders’ Meeting.

In accordance with the Marlin constitution and NZX Listing Rules, David McClatchy was elected as a director at the

2021 Annual Shareholders’ Meeting and Carol Campbell was re-elected as a director at the meeting.

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, and 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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2022

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62

Directors’ Relevant Interests
The following are relevant interests of Marlin’s Directors as at 30 June 2022:

R A CoupeKingfish LimitedChair

Barramundi LimitedChair

Coupe Consulting LimitedDirector

Briscoe Group Limited Director

Television New Zealand LimitedChair

Public Media Establishment BoardDirector

C A CampbellKingfish LimitedDirector

Barramundi LimitedDirector

T&G Global LimitedDirector

Hick Bros Holdings Limited & subsidiary companies Director

Woodford Properties 2018 LimitedDirector

alphaXRT LimitedDirector

New Zealand Post LimitedDirector

Kiwibank LimitedDirector

Asset Plus LimitedDirector

Nica Consulting LimitedDirector

NZME LimitedDirector

Cord Bank LimitedDirector

T&G Insurance LimitedDirector

Bankside Chambers LtdDirector

Chubb Insurance New Zealand LimitedDirector

D M McClatchyKingfish LimitedDirector

Barramundi LimitedDirector

Guardians of NZ SuperannuationDirector

Trust Investment ManagementDirector

F A OliverKingfish LimitedDirector

Barramundi LimitedDirector

Gentrack Group LimitedDirector

First Gas GroupDirector

BNZ Life Insurance LimitedDirector

BNZ Insurance Services LimitedDirector

Freightways LimitedDirector

Wynyard Group Limited (in liquidation)Director

New Zealand Water PoloDirector

STATUTORY INFORMATION CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2022

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Auditor’s Remuneration
During the 30 June 2022 year, the following amounts were paid/payable to the auditor,

PricewaterhouseCoopers New Zealand.

$000

Statutory audit and review of financial statements48

Other assurance services0

Non assurance services0

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

the Auditor Regulation Act 2011.

Donations

Marlin did not make any donations during the year ended 30 June 2022.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2022

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64

Registered Office
Marlin Global Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

Directors

Independent Directors

Andy Coupe (Chair)

Carol Campbell

David McClatchy

Fiona Oliver

Corporate Management Team

Wayne Burns

Beverley Sutton

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 | Email: enquire@marlin.co.nz

Auditor

PricewaterhouseCoopers

New Zealand

Level 27

P w C Towe r

15 Customs Street West

Auckland 1010

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 Markets Conduct Act 2013, as amended, and should not be relied upon when making

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

DIRECTORY

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2022

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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.