MLN Notice of Annual Meeting of Shareholders – 4 Nov 2022

Notice is hereby given that the 2022 Annual Meeting of Shareholders of Marlin
Global Limited (“Marlin” or “the Company”) will be held in Guineas Room 1, Ellerslie
Event Centre, Greenlane, Auckland on Friday, 4 November 2022 and online via
the Computershare Meeting Platform https://meetnow.global/nz, commencing at
10:30am.
If the Company is prevented from being able to hold the Annual Meeting in person
on the Meeting Date as a result of COVID-19 restrictions, shareholders will only be
able to join the meeting online at https://meetnow.global/nz. When participating
online, shareholders will require their shareholder number, found on the enclosed
proxy form, for verification purposes. Online participation details are set out below.
THE BUSINESS OF THE MEETING WILL BE:
A. Annual Report
To receive the annual report for the year ended 30 June 2022.
B. Resolutions
1. Election of New Director
To elect Fiona Oliver as a director of the Company.
In accordance with the governance requirements of the NZX Listing Rules
and following the retirement of Alistair Ryan from the board, Fiona Oliver seeks
election to the board.
The board unanimously supports the election of Fiona Oliver as an independent
director. See Explanatory Note for Resolution 1 for further information.
2. Auditor Remuneration
To authorise the board to fix the remuneration of the auditor for the ensuing year.
See Explanatory Note for Resolution 2 for further information.
C. General Business
To consider any other business that may properly be brought before the meeting.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
1

Each of the resolutions being put to the meeting are proposed as ordinary resolutions and,
to be passed, require approval at the meeting by a simple majority of the votes of those
shareholders entitled to vote and voting on the resolution.
The board of Marlin recognises that the Annual Meeting of Shareholders is an important
forum at which shareholders can meet the board. We welcome your input and encourage you
to submit any questions you may have in writing prior to the meeting to:
Marlin Global Limited
Private Bag 93502, Takapuna, Auckland 0740
Phone +64 9 484 0365
enquire@marlin.co.nz
On behalf of the board
Andy Coupe
Independent Chair
The Ellerslie Event Centre is situated at 80-100 Ascot Ave, Greenlane. Car parking is provided
at the venue.
Attendees will be required to comply with any Ministry of Health guidelines which may be in
place at the time and any venue health and safety procedures.
PROCEDURAL NOTES
1. The only persons who are entitled to vote at the meeting are those shareholders whose
names are recorded in the share register of the Company at 5.00pm on Wednesday,
2 November 2022.
2. A shareholder may attend the meeting and vote or may appoint a proxy to attend the
meeting and vote in place of the shareholder.
3. A proxy need not be a shareholder of the Company. If you appoint a proxy, you may either
direct your proxy how to vote for you, or you may give the proxy discretion to vote as he or
she sees fit. The Chair of the meeting is prepared to act as proxy. Any undirected votes in
respect of a resolution, where the Chair (or any other director) is appointed as a proxy, will
be voted in favour of the relevant resolution, other than when he or she is prohibited from
voting on that resolution.
4. If you wish to appoint a proxy you should complete the proxy form which is enclosed
with this notice of meeting. Proxy forms must be returned to the office of Marlin’s share
registrar, Computershare Investor Services Limited, either by email to corporateactions@
computershare.co.nz, by delivery to Level 2, 159 Hurstmere Road, Takapuna, Auckland or
by mail to Private Bag 92119, Victoria Street West, Auckland 1142, so as to be received not
later than 10.30am on Wednesday, 2 November 2022.
2

EXPLANATORY NOTE FOR RESOLUTION 1 –
ELECTION OF NEW DIRECTOR
Fiona Oliver LLB, BA, CFInstD
Independent director
Term of Office
Fiona Oliver was appointed to the board on 1 June 2022 and as
required by the Company’s Constitution and the NZX Listing Rules
must be elected by shareholders at the 2022 Annual Meeting.
Board Committees
Member of the Audit & Risk Committee
Member of the Remuneration & Nominations Committee
Member of the Investment Committee

Biography
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.
The board considers that Fiona Oliver is an independent director for the purposes of the NZX
Listing Rules. The board unanimously supports the election of Fiona Oliver.
EXPLANATORY NOTE FOR RESOLUTION 2 –
AUDITOR REMUNERATION
PricewaterhouseCoopers is automatically re-appointed as auditor under section 207T of the
Companies Act 1993. Under section 207S of the Companies Act auditor fees and expenses
must be fixed in the manner determined at the annual meeting of shareholders. This resolution
authorises the board to fix the remuneration of the auditor.
3

ONLINE PARTICIPATION DETAILS
Provided COVID-19 restrictions do not prevent the Company from being able to hold the Annual
Meeting in person on the Meeting Date, shareholders will be able to attend and participate in the
Annual Meeting in person at Ellerslie. Shareholders may also choose to participate in the Annual
Meeting online via the Computershare Meeting Platform https://meetnow.global/nz. However,
if there exists uncertainty relating to the COVID-19 pandemic, or if Government restrictions mean
that an in-person meeting cannot take place, the Company will need to move to a virtual only
Annual Meeting. In those circumstances, the Company will provide shareholders with as much
notice as is reasonably practical by way of an announcement to the NZX and details posted on
the Company’s website.
In order to participate remotely, shareholders should visit https://meetnow.global/nz on their
desktop or mobile device and click “Go” under the Marlin meeting and then click “JOIN MEETING
NOW”. By using the meeting platform, you will be able to watch the meeting, vote and ask
questions online using your smartphone, tablet or desktop device. Please refer to the enclosed
Virtual Meeting Guide for more information. You will need the latest version of Chrome, Safari or
Edge to access the meeting. Please ensure your browser is compatible.
If shareholders have any questions or need assistance with the online process, please contact
Computershare on 0800 650 034 or +64 9 488 8777 (outside of NZ) between 8.30am and
5.00pm (NZ time) Monday to Friday.
Shareholders will be able to view the presentations, vote on the resolutions to be put to
shareholders and ask questions, by using their own computers or mobile devices. Shareholders
will still be able to appoint a proxy to vote for them as they otherwise would, by following the
instructions on the proxy form and this Notice of Meeting.
Please note that not all questions may be able to be answered during the meeting. In this case,
questions will be followed up after the meeting.
Details of how to participate “virtually” are provided in the accompanying Virtual Meeting Guide,
with instructions for accessing the virtual meeting. Shareholders are encouraged to review this
guide prior to the Annual Meeting of Shareholders.
Shareholders will require their CSN/Securityholder Number, which can be found on their proxy
form, for verification purposes.
The safety of our shareholders remains our key focus and if anyone is feeling unwell they must not
attend the meeting in person.
The Annual Meeting will follow any Ministry of Health COVID-19 guidelines that exist at the time of
the meeting.
4

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Go online to vote, or turn over to complete the form
If a representative of a corporate security holder or proxy is to attend the
Meeting, they may need to provide evidence of your authorisation to act prior to
admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign
(on behalf of all shareholders). In the case of joint shareholders, if the shareholders
appoint different proxies, the vote of the proxy appointed by the first shareholder
will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation
must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised officer
or attorney. Please sign in the appropriate place and indicate the office held.
How to Vote on Resolutions
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a
proxy to attend the meeting and vote on your behalf. A proxy can be any person
of the shareholder’s choice and does not have to be a shareholder. The Chair, or
any other Director, is willing to act as a proxy for any shareholder who wishes to
appoint him or her for that purpose. Any undirected votes in respect of a resolu-
tion, where the Chair or any other Director is appointed proxy, will be voted in
favour of the relevant resolution, other than when he or she is prohibited from
voting on that resolution. To appoint a proxy, please enter the name of your proxy
in the space allocated in ‘Step 1’ overleaf of this form.
If you do not name a person as your proxy, but otherwise complete the
proxy form in full, or your named proxy does not attend the meeting, the
Chair will be appointed your proxy and will vote in accordance with your
express direction (subject to any voting prohibitions), and any discretion
granted on how to vote will be voted in favour of the relevant resolution.
Voting of your holding
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as to
whether to vote and, if so, how.
Attending the Meeting
All shareholders will have the option to attend, vote and participate in the Annual
Shareholder Meeting either in person or, alternatively, online via an internet
connection using a laptop, tablet or smartphone. For further details see the
Virtual Meeting Guide enclosed.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Annual Meeting of Shareholders of Marlin Global Limited
Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland and virtually through the
Computershare online meeting platform on Friday 4 November 2022 at 10:30am.
If shareholders do not wish to attend the meeting in person at Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland,
shareholders will have the opportunity to participate in the 2022 Annual Meeting online via an internet connection (using a computer,
laptop, tablet or smartphone). The Virtual meeting will be accessible on both desktop and mobile devices. Please refer to the Virtual
Meeting Guide that accompanies this Proxy/Voting Form.
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: For security reasons it is important that you keep your CSN/Securityholder Number confidential. To vote online
you will need the above Control Number, your CSN/Securityholder Number and postcode (or country of residence if you reside
outside of New Zealand).
Lodge your proxy online, 24 hours a day, 7 days a week:
Want to vote online? Visit www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your vote to be effective it must be received by 10:30am on Wednesday 2 November 2022.

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of the Shareholders of
Marlin Global Limited to be held in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland and virtually through the Computershare online meeting
platform on Friday 4 November 202
2 at 10:30am and at any adjournment of that meeting and as my proxy thinks fit on any additional resolution or amendment to
resolutions so as to give effect to my/our intention as set out below where possible.
Annual Meeting of the Shareholders of Marlin Global Limited to
be held in Guineas Room 1, Ellerslie Event Centre, Greenlane,
Auckland
and virtually through the Computershare online
meeting platform on Friday
4 November 2022 at 10:30am.
Proxy/Corporate Representative Form
Elect Electronic Communications
Appoint a Proxy to Vote on Your Behalf
STEP 1
appointof
or failing him/her
I/We being a shareholder/s of Marlin Global Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Voting Instructions/Voting Form
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted. Unless otherwise
instructed, the proxy will vote as he/she thinks fit.
ATTENDANCE SLIP
Proxy
Discretion
Resolutions:
1. To elect Fiona Oliver as a director of the Company.
2. To authorise the board to fix the remuneration of the auditor for the ensuing year.
For
Against
Abstain
Signature of Shareholder(s) This section must be completed.
SIGN
or duly authorised director, officer or attorneyor Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
of
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this information is not
provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):

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