MLN Notice of Annual Meeting of Shareholders – 3 Nov 2023

Notice is hereby given that the 2023 Annual Meeting of Shareholders of Marlin
Global Limited (“Marlin” or “the Company”) will be held on Friday, 3 November 2023
commencing at 10:30am, in Guineas Room 1, Ellerslie Event Centre, Greenlane,
Auckland and online via the Computershare Meeting Platform meetnow.global/nz.
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 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 2023.
B. Resolutions
1. Re-election of Director
To re-elect Andy Coupe as a director of the Company.
The NZX Listing Rule 2.7.1 requires that a director does not hold office (without re-election) past
the third annual meeting following the director’s appointment or three years, whichever is longer.
The board unanimously supports the re-election of Andy Coupe as an independent director.
See Explanatory Note for Resolution 1 for further information.
2. Directors’ Remuneration
To authorise an increase in the Directors’ fee pool from $157,500 (plus GST if any) to $185,500
(plus GST if any), with effect from 1 July 2023.
See Explanatory Note for Resolution 2 for further information.
3. Auditor Remuneration
To authorise the board to fix the remuneration of the auditor for the ensuing year.
See Explanatory Note for Resolution 3 for further information.
C. General Business
To consider any other business that may properly be brought before the meeting.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
1

2
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 1 November 2023.
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 1 November 2023.

3
EXPLANATORY NOTE FOR RESOLUTION 1 –
RE-ELECTION OF DIRECTOR
Andy Coupe LLB, CFInstD
Independent director and Chair
Term of Office
Andy Coupe was first appointed to the board on 1 March 2013 and last elected at
the 2020 Annual Meeting.
Board Committees
Member of the Audit & Risk Committee
Chair of the Remuneration & Nominations Committee
Member of the Investment Committee
Biography
Andy Coupe is a professional company director with a wide range of governance experience. Prior to that
he held senior roles in investment banking, with a particular focus on equity capital markets. Andy is Chair of
Kingfish and Barramundi and is also a director of Briscoe Group. Andy was formerly Chair of Television New
Zealand, Farmright, Solid Energy New Zealand and the New Zealand Takeovers Panel. Andy’s principal place of
residence is Hamilton.
The board considers that Andy Coupe is an independent director for the purposes of the NZX Listing Rules.
The board unanimously supports the re-election of Andy Coupe.
EXPLANATORY NOTE FOR RESOLUTION 2 –
DIRECTORS’ REMUNERATION
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. This increase was solely to allow a director’s fee to be paid to Carmel Fisher once she was no longer a
non-independent director. Individual directors’ fees did not change.
Marlin Global engaged Strategic Pay to undertake a review of Marlin’s director remuneration in early 2023.
Strategic Pay is an independent remuneration consultancy that undertakes annual director fee surveys,
and used the key matrix of market capitalisation, revenue, assets and market sector (financial services),
to benchmark Marlin within their database of listed public companies and more than 400 New Zealand
organisations.
To see Strategic Pay’s full report, visit marlin.co.nz. Please contact Marlin Global (details are in the Annual
Report directory section) if you require a copy of the Strategic Pay Report sent to you.
The Board considered Strategic Pay’s recommendations, and took into account Marlin’s business model,
regulatory risks and obligations, and recommends that the pool available to pay directors fees be increased by
$28,000 from $157,500 (plus GST if any) to $185,500 (plus GST if any). This proposed increase would lift the
directors’ fee pool to the bottom of the range recommended by Strategic Pay, as shown in the table below. If
approved by shareholders, fees will be allocated as follows:
Chair $58,500
Directors $39,000
Committee Chair fees $5,000
Role/CommitteeCurrent FeesRecommended Fees Range by
Strategic Pay
Proposed by
Marlin Global
Chair
$50,000$64,750$71,750$58,500
Director x 3
$32,500$37,000$41,000$39,000
Audit and Risk Committee Chair
$5,000$5,000$5,000$5,000
Investment Committee Chair
$5,000$5,000$5,000$5,000
Total Governance Pool$157, 5 0 0$185,750$204,750$185,500

EXPLANATORY NOTE FOR RESOLUTION 3 –
AUDITOR REMUNERATION
PricewaterhouseCoopers is automatically re-appointed as auditor under section 207T of the Companies Act
1993. Under section 207S of the Companies Act auditor fees and expenses must be fixed in the manner
determined at the annual meeting of shareholders. This resolution authorises the board to fix the remuneration of
the auditor.
ONLINE PARTICIPATION DETAILS
Provided COVID-19 restrictions do not prevent the Company from being able to hold the Annual Meeting in
person on the Meeting Date, shareholders will be able to attend and participate in the Annual Meeting in person
at Ellerslie. Shareholders may also choose to participate in the Annual Meeting online via the Computershare
Meeting Platform 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 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
Attending the Meeting
All shareholders will have the option to attend, vote and participate in the Annual
Shareholder Meeting either in person or, alternatively, online via an internet
connection using a laptop, tablet or smartphone. For further details see the
Virtual Meeting Guide enclosed. If a representative of a corporate security holder
or proxy is to attend the Meeting, they may need to provide evidence of your
authorisation to act prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign
(on behalf of all shareholders). In the case of joint shareholders, if the shareholders
appoint different proxies, the vote of the proxy appointed by the first shareholder
will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation
must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised officer
or attorney. Please sign in the appropriate place and indicate the office held.
How to Vote on Resolutions
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a
proxy to attend the meeting and vote on your behalf. A proxy can be any person
of the shareholder’s choice and does not have to be a shareholder. The Chair, or
any other Director, is willing to act as a proxy for any shareholder who wishes
to appoint him or her for that purpose. Any undirected votes in respect of a
resolution, where the Chair or any other Director is appointed proxy, will be
voted in favour of the relevant resolution, other than when he or she is prohibited
from voting on that resolution. To appoint a proxy, please enter the name of your
proxy in the space allocated in ‘Step 1’ overleaf of this form.
If you do not name a person as your proxy, but otherwise complete the
proxy form in full, or your named proxy does not attend the meeting, the
Chair will be appointed your proxy and will vote in accordance with your
express direction (subject to any voting prohibitions), and any discretion
granted on how to vote will be voted in favour of the relevant resolution.
Voting of your holding
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as
to whether to vote and, if so, how.
If you propose to ATTEND the Annual Meeting:
Bring this Proxy/Voting form to the share registry at the entrance to the meeting.
If you do NOT propose to attend the Annual Meeting:
Please complete and sign the proxy and voting instruction sections in ‘Step
1’ and ‘Step 2’ overleaf of this form, sign the form and return it to the share
registrar.
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, 3 November 2023 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 2023 Annual Meeting online via the Computershare Meeting Platform
meetnow.global/nz. 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, 1 November 2023.

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, 3 November 2023 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:
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):
Resolution 1.
To re-elect Andy Coupe as a director of the Company.
Resolution 2.
To authorise an increase in the Directors’ fee pool from $157,500 (plus GST if any) to $185,500 (plus
GST if any), with effect from 1 July 2023.
Resolution 3.
To authorise the board to fix the remuneration of the auditor for the ensuing year.
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, 3 November 2023 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.

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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.

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Marlin Global Limited
Directors’ Fees Review









Delivered by email:


Prepared by:
Mike Boneham
Senior & Technical Consultant, Strategic Pay
May 2023

Private and Confidential

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 2 OF 17
Strategic Pay Limited is independent of Marlin Global Limited. In this context, independence means that
Strategic Pay Limited has not been subjected to any undue influence from management of Marlin Global
Limited, any board member of Marlin Global Limited, or any other party in relation to the services provided by
Strategic Pay Limited or the outcomes of those services.
PRIVATE AND CONFIDENTIAL
This document and any related advice, data or correspondence provided in relation to it is the intellectual property of Strategic
Pay Limited. The intellectual property is confidential information and provided to the client to whom it is addressed (or if not so
addressed, to the intended recipient) only for the internal purposes of that recipient on a confidential basis.
If an engagement is awarded to Strategic Pay, the right of the client to duplicate, use, or disclose such information will be such as
may be agreed in the resulting engagement contract. If an engagement is not awarded, this document and any duplicate copy
thereof must be returned to Strategic Pay or destroyed.

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 3 OF 17
Overview
Andy Coupe, Chair at, Marlin Global Limited has commissioned Strategic Pay Limited (‘Strategic Pay’) to
provide a review of its Board of Director fees on behalf of the Board
This is
the first time that Strategic Pay is making a Director Fees recommendation for Marlin Limited.
Our approach involves gaining an understanding of the organisation and Directors responsibilities by way
of review of documentation provided and interview. We then undertake market analysis of relevant
samples from the Strategic Pay 2023 New Zealand Directors Fee database and Remuneration Report to
determine and position appropriate Board fee levels for Marlin Global Limited.
Our recommendation is based on several factors including the organisation size, ownership, and industry,
and the market data presented.
This report presents the following:
1 Background;
2 Recommendation Summary;
3 Market Data;
4 Market Movement;
5 Chair Fees Ratio;
6 Committee Fees;
7 Director Fees Review;
8 Recommendation;
9 Board Policy and Practice Highlights
Appendices:
a.Appendix 1 – New Zealand Directors’ Fee Survey – February 2023
b.Appendix 2 – Strategic Pay Director Methodology
c.Appendix 3 – About Strategic Pay Ltd

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 4 OF 17
1. Background
Marlin Limited are listed investment company that invests in international companies (excluding New
Zealand and Australia), the portfolio is professionally managed.

BOARD COMPOSITION AND MEETING SCHEDULE

The Board is composed of three Directors and one Chair.

There are eight Board meetings per year which are followed by sub-committee meetings (Audit and Risk,
Remuneration and Nominations, Investment) which are attended by all board members. There are also
supplementary meetings as required due, these are mostly driven by market forces.

ORGANISATION DEMOGRAPHICS

Organisation Demographics / Dimensions
Organisation Type Private Sector – NZX Listed
Industry Banking/Finance
Shareholders’ Funds $178m
Market Capitalisation $178m
Number of Employees
-


CURRENT DIRECTOR FEE POLICY

There is no formal Directors Fees Policy in place currently.

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 5 OF 17
2. Recommendation Summary
RECOMMENDED DIRECTORS FEE POLICY

Marlin Global Limited to adopt a weighted customised of the factors to remain in line with market forces
and changes.

A ratio of 1.75 times the Director Fees to be adopted for the Chair


RECOMMENDED DIRECTOR FEES
Role / Committee Current Fees Recommended Fees Range % Increase
Chair $50,000 $63,875 $70,875 28% - 42%
Director x 3 $32,500 $36,500 $40,500 12% - 25%
Audit and Risk Committee Char $5,000 $5,000 $5,000
Investment Committee Chair $5,000 $5,000 $5,000
Total Governance Pool $157,000 $183,375 $202,375 16% 28%


In our view, the recommended ranges represent market levels appropriate for your organisation given the
context provided and reflects the Directors Fee Policy. It is the Board’s prerogative, whether to accept the
Strategic Pay Recommendation or not, based on both internal and external factors best understood within
the organisation. Also considering what may be deemed palatable to stakeholders at this time.

Strategic Pay’s guiding principle is that it is important not to undervalue the contributions,
experience or time committed by Board members.

Full details of the recommendation appear in Section 8: Recommendation

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 6 OF 17
3. Market Data
Directors Fee Market Data – Revenue Analysis

Our research consistently demonstrates that in the NZ market, company turnover is most strongly
correlated with Director fee levels, and consequently results of revenue samples are a key consideration
as we develop Board fee recommendations.

The table below details Directors’ base annual fee for 18 organisations with total annual revenues below
$5m There are 18 Chairs and 50 Directors in the sample.

TABLE 1: FEES IN ORGANISATIONS WITH REVENUES BELOW $5M
Lower Quartile Median Upper Quartile Average
Chair $24,375 $34,000 $48,792 $40,916
Directors $15,000 $22,042 $32,000 $24,758

TABLE 1.1: ORGANISATION DIMENSIONS OF CUSTOMISED MARKET DATA
Revenue Total Assets
Shareholders’
Funds
Employees
Market
Capitalisation
Lower Quartile
$50,000,000 $79,969,000 $43,129,914 116 $173,214,838
Median
$136,345,000 $300,000,000 $161,200,000 370 $508,048,978
Upper Quartile
$445,639,000 $1,169,748,000 $495,185,000 1,010 $1,884,113,878


Directors Fee Market Data – Shareholder Funds

The table below details Directors’ base annual fee for 26 organisations with shareholder funds between
$150m and $200m. There are 26 Chairs and 143 Directors in the sample.

TABLE 2: FEES IN ORGANISATIONS WITH SHAREHOLDER FUNDS BETWEEN $150M AND $200M
Lower Quartile Median Upper Quartile Average
Chair $47,658 $75,568 $122,031 $94,478
Directors $24,000 $33,500 $56,994 $42,970

TABLE 2.1: ORGANISATION DIMENSIONS OF CUSTOMISED MARKET DATA
Revenue Total Assets
Shareholders’
Funds
Employees
Market
Capitalisation
Lower Quartile
$71,663,000 $206,847,000 $158,340,000 160 $200,926,764
Median
$146,670,000 $282,135,000 $168,342,000 613 $262,672,140
Upper Quartile
$590,556,000 $350,448,000 $180,242,000 1,593 $522,569,619

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 7 OF 17
Directors Fee Market Data – Industry

The table below details Directors’ base annual fee for 29 organisations operating in the Banking and
Finance industry. There are 28 Chairs and 121 Directors in the sample.

TABLE 3: FEES IN ORGANISATIONS IN THE BANKING AND FINANCE INDUSTRY
Lower Quartile Median Upper Quartile Average
Chair $50,750 $114,000 $150,000 $105,314
Directors $32,500 $60,000 $71,250 $56,587

TABLE 3.1: ORGANISATION DIMENSIONS OF CUSTOMISED MARKET DATA
Revenue Total Assets
Shareholders’
Funds
Employees
Market
Capitalisation
Lower Quartile
$50,000,000 $79,969,000 $43,129,914 116 $173,214,838
Median
$136,345,000 $300,000,000 $161,200,000 370 $508,048,978
Upper Quartile
$445,639,000 $1,169,748,000 $495,185,000 1,010 $1,884,113,878



Directors Fee Market Data – Market Capitalisation

Since market capitalisation tends to be a more volatile figure than revenues, we tend to place less reliance
on results of these samples but provide for your information.

The table below details Directors’ base annual fee for 14 organisations with market capitalisation between
$100.1m and $200m. There are 24 Chairs and 106 Directors in the sample.


TABLE 4: FEES IN ORGANISATIONS WITH MARKET CAPITALISATION BETWEEN $100.1M AND $200M.
Lower Quartile Median Upper Quartile Average
Chair $90,250 $120,000 $134,250 $114,968
Directors $50,000 $60,000 $72,500 $59,561

TABLE 4.1: ORGANISATION DIMENSIONS OF CUSTOMISED MARKET DATA
Revenue Total Assets
Shareholders’
Funds
Employees
Market
Capitalisation
Lower Quartile
$57,600,000 $192,100,000 $100,778,000 200 $137,722,000
Median
$174,530,000 $289,015,000 $148,200,000 600 $169,754,000
Upper Quartile
$349,102,000 $408,775,000 $244,381,000 830 $196,613,336

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 8 OF 17
Directors Fee Market Data – Director Evaluation

Strategic Pay has developed an evaluation methodology called DirectorRate
TM
to determine the overall size,
complexity, responsibility and risk of an organisation, as it relates to the role of the directors. Over 200
private sector organisations have been evaluated and input into our database on this basis. There are nine
factors included in the evaluation which are described in detail in Appendix 3.

Accordingly, in order to further benchmark Marlin Global Limited’s Board fees against the market, we have
evaluated the Company using this methodology, and used the final score to compare director fees with
Private Sector companies of similar “size.” This provides another ‘lens’ and should be used alongside all
market comparators rather than as the primary comparator.

TABLE 5: PRIVATE SECTOR DIRECTOR FEES FOR MARLIN GLOBAL LIMITED BASED ON DIRECTOR
EVALUATION METHODOLOGY:

Lower Quartile Median Upper Quartile Average
Directors $30,241 $42,626 $51,386 $43,167

Directors Fee Market Data – Total Sample

The Total Sample represents the General Market and is made up of both Private and Public sectors. It
details Directors’ base annual fees for 363 Chairs and 1,888 Directors from all industry, organisation type
and organisation size. The Total Sample is provided for General information as fees practices vary across
the various industries as well as the organisations type and size.

TABLE 6A: DIRECTORS FEES TOTAL SAMPLE
General Market Lower Quartile Median Upper Quartile Average
Chair
47 244 75 000 124 000 95 911
Directors
24 000 40 000 65 000 50 052

Fee levels for Deputy Chairs were not analysed for the General Market this year due to the substantial
difference between Private and Public Sector practice for this role. Only 30% of organisations have a
Deputy Chair role and appointments are more prevalent in the Public Sector.

TABLE 6B: DIRECTORS FEES MARKET DATA – PRIVATE SECTOR
Private Sector Lower Quartile Median Upper Quartile Average
Chair
70 000 103 100 160 000 120 800
Directors
40 000 60 000 90 000 65 380

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 9 OF 17
4. Market Movement
Traditionally our data has shown quite variable movements from one year to the next, with subsequent
difficulty in using it as a guide for setting directors’ fees. The table has a “three year rolling average” for
median movements to assist in tracking overall trends. The General Market has seen a decrease due to
Public Sector influence, while the Private Sector has had positive movement.

Period
Chairs Directors
Private Sector
Organisation -
Listed NZX
Private Sector
Organisation -
Unlisted
General Market
(All Orgs)
Private Sector
Organisation -
Listed NZX
Private Sector
Organisation -
Unlisted
General Market
(All Orgs)
2021 - 2023 2.5% 0.8% -2.1% 3.8% 1.1% -0.8%


5. Chair Fees Ratio
New Zealand current market practice pays base annual Chair fees at a median 2.0:1X ratio to base
annual Director Fees. This “premium” reflects the additional responsibilities, scope and risk borne by
Chairs. Chairs typically receive no separate committee fees, although they often attend these meetings.

Chairs had a median expected effort of 165 hours per year and Directors of 115 hours per year. 30% of
boards stated their workload had increased over the last 12 months, and 67% said it had remanined the
same.

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 10 OF 17
6. Committee Fees
Strategic Pay supports the ‘unbundling’ practice of paying separate Committee fees as a means of
tracking and rewarding actual workload and responsibilities and providing greater accountability and
transparency. However, there are also appropriate situations where this will not be paid.

The below tables are from the 2023 NZ Directors Fees Report, and demonstrate the amount of fees being
paid, the average number of committee meetings held per annum, and the prevalence of fees being paid.

Committee
Board
(sample size)
Av. No.
Meetings p.a.
Av. No. of
Directors
Pay Chair
Fee
Pay Member
Fee
Audit 285 (98%) 5 4 60% 22%
Remuneration 167 (57%) 3 3 48% 22%
Risk 17 (6%) 5 4 21% -
Finance 7 (2%) 4 4 - -
Health & Safety 58 (20%) 4 4 33% 13%
Investment 13 (4%) 4 4 33% -
Nominations / Governance 45 (15%) 2 4 15% 12%
People & Culture 32 (11%) 4 3 53% 16%
Other 67 (23%) 7 4 32% 15%
- Not enough data to calculate


Ninety-eight percent of boards have an Audit Committee, and while 60% of those boards pay a fee to the
chair only 22% pay a fee to committee members.


Committee
Chair Fees Member Fees
Lower
Quartile
Median
Upper
Quartile
Average
Lower
Quartile
Median
Upper
Quartile
Average
Audit 5 000 10 000 18 000 13 096 5 263 9 500 12 000 9 635
Remuneration 5 100 10 000 20 000 12 935 5 000 9 000 11 625 8 656
Risk 8 500 15 000 15 000 14 789 - - - -
Finance - - - - - - - -
Health & Safety 5 000 9 583 20 000 12 797 5 625 8 500 10 813 8 656
Investment 5 000 5 000 6 250 6 000 - - - -
Nominations / Governance 10 937 15 000 16 290 13 230 5 250 7 500 8 690 6 626
Other 5 000 6 000 8 500 8 679 - - - -
- Not enough data to calculate

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 11 OF 17
7. Director Fee Reviews
Strategic Pay recommends a formal review of Directors Fees at least every two years, as market best
practice. While such reviews may or may not result in increases, it enables the Organisation to track
market movements, avoid “getting behind” and to ensure appropriate and competitive fees are paid to
Board members. Additionally, this practice ensures that costs are controlled year on year and minimises
large periodic increases. 70% of Boards review fees annually.

CRITERIA FOR REVIEW
• Market Trends – Strategic Pay’s New Zealand
Directors’ Fees Report
• Average Salary Movements
• Market Trends - Other Survey Report • Directors Performance
• CPI • Legal Risk
• Company Profitability • Other Criteria


8. Recommendation
Our recommendation is based on several factors including the organisation size, ownership, and industry
of Marlin Global Limited, and the market data presented above.

MARKET DATA

TABLE 7: SUMMARY RESULTS – DIRECTOR FEE SAMPLES FOR MARLIN GLOBAL LIMITED:
Director Market Comparators Positioning Base Annual Fee ($)
Revenue Upper Quartile $32,000
Shareholder Funds Median $33,500
Industry Lower Quartile $32,500
Market Capitalisation -
Director Evaluation Median $42,626
Total Sample Median $40,000
Private Sector Lower Quartile $40,000

CHAIR FEES

TABLE 8: SUMMARY RESULTS – CHAIR FEE SAMPLES FOR MARLIN GLOBAL LIMITED:
Chair Market Comparators Positioning Base Annual Fee ($)
Revenue Upper Quartile $48,792
Shareholder Funds Median $75,568
Industry Lower Quartile $50,700
Market Capitalisation -
Director Evaluation -
Total Sample Median $75,000
Private Sector Lower Quartile $70,000

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 12 OF 17
2023 DIRECTOR FEES POLICY

We recommend the following criteria for the 2023 policy for Base Annual Fees:
• Market Data from 2023 New Zealand Directors’ Fees Report / Customised Analysis
• Market Comparator Weighted Comparator Anaylsis
• Fees Range A range of $2,000 above the Median
• Ratio 1.75:1X ratio applied to the Director fees to determine the Chair Fees

We recommend setting base annual fees for the Directors into a range from:
• $36,500 to $40,500 per annum

We recommend setting base annual fees for the Chair into a range from:
• $63,875 to $70,875 per annum as per the criteria and analysis in the table above.
• Based on a Chair 1.75:1X ratio to base annual Directors Fees

Depending on your final placement within these ranges, the ratio of Chair to Director Fees may change
from the current ratio.


COMMITTEE FEES

Marlin Global Limited have unbudled the chair fees for two sub-committees at this stage and further
unbundling can be taken at the organisations discretion, due to the small size of the board and all
members being part of the board it is not necessarily required however. There is no recommendation to
increase the fees, with the unbundling a higher ration than 1.5 is recommended for the Chair to Director
ratio.

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 13 OF 17
9. Board Policy and Practice Highlights

This section predominantly uses policy and practice data; not all respondents answered all policy and
practice questions.

Board Demographics

• The typical board consists of a chair and 5 non-executive directors.
• 82% of boards have only non-executive board members.
• 31% of boards include a deputy chair.



Board Meetings

• The average number of board meetings per year is 10.
• 43% meet 11 or more times per year.
• 50% meet for 4 to 6 hours per meeting.


Board Committees

• 98% have an audit committee.
• 23% reported having other committees, with these covering Covid 19,
development, disclosure or sustainability.



Board Fees
• 70% review fees annually; 19% every two years, and 11% variably.
• 35% of chairs had up to a 5% increase at the last review, while 25% had no
increase.
• 40% of directors had up to a 5% increase at the last review, while 20% had no
increase.
• The majority of respondents use market trends from the Strategic Pay Directors’
Fees report to monitor fees. Some organisations use more than one approach.

Expected Directorship Effort

• Chairs had a median expected effort of 165 hours per year.
• Directors had a median expected effort of 115 hours per year.
• 30% of boards stated their workload had increased over the last 12 months.
• 22% of boards that responded stated the increased time was spent focussing on
risk management issues, and 22% reported spending more time on regulatory and
compliance issues.
• Of boards that identified areas in which they should spend more time, the area of
activity they felt needs more attention is strategic planning, at 60%.

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 14 OF 17
APPENDIX 1: NEW ZEALAND DIRECTORS’ FEE SURVEY – FEBRUARY 2023

This annual Survey is the basis for understanding current trends and practices in the payment of Directors
Fees’ at New Zealand organisations. This is the 31
st
annual survey of its type conducted by Strategic Pay
Ltd (the longest running survey of directors’ fees in the country). 400 organisations contributed data to the
2023 New Zealand Directors’ Fees Survey. 2,522 individual directorships were analysed for the Directors’
fees data.

The Survey combines information from three sources:
• Organisations from the Strategic Pay database;
• Questionnaires sent to Strategic Pay master mailing list;
• Publicly available annual reports and NZX listings.

The data is reported as at 1 February 2023.

INCREASES REPORTED BY ORGANISATIONS

Annual Movements in Median 2014 – 2023

Non-Executive Chairs and Directors - All Organisations

This year we have seen Chair and Director fees remain unchanged from 2021, with organisations being
cautious about increases during this stage of the recovery cycle of the pandemic economy. This is an
overall movement from the General Market, where higher movements from the private sector this year
were tempered by the lower movement in fees in the public sector.

The following table summarises median movements of the overall sample, by director category, year on
year, based on the actual fees reported, from the General Market.

Period
Chairs Directors
Median Median
2023 0.0% 0.0%
2022 0.0% 0.0%
2021 -6.3% -2.4%
2020 6.7% 2.5%
2019 1.1% 4.6%
2018 1.6% 3.5%
2017 1.8% 2.1%
2016 2.4% 1.5%
2015 2.9% 2.5%
2014 3.3% 2.4%

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 15 OF 17

Overall Trend in Median Director Fees 2014 – 2023

As illustrated below, the rate of increase may vary more for chairs than for directors . The graph illustrates
the overall trend in median director fees from 2014 to 2023.






INCREASES IN THE YEAR TO FEBRUARY 2023

Three Year Rolling Trend in Median 2019 – 2023

Non-Executive Chairs and Directors – General Market

Traditionally our data has shown quite variable movements from one year to the next, with subsequent
difficulty in using it as a guide for setting directors’ fees. We have included a three-year rolling average for
median to assist organisations in tracking overall trends. We recommend the use of the following figures
when applying market movements to set current directors’ fees.

Period
Chairs Directors
Median Median
2021 – 2023 -2.1% -0.8%
2020 – 2022 0.1% 0.0%
2019 – 2021 0.5% 1.5%

An additional factor in market movements is that fees are not always increased annually so fluctuations
are common and analysing movements over a longer time span is necessary, particularly if there has
been a disruption in the market.

Strategic Pay recommends a formal annual review of Directors’ Fees, which may or may not result in an
increase. This ensures that costs are known and minimises larger periodic increases/catch-ups.




0
10
20
30
40
50
60
70
80
90
2014201520162017201820192020202120222023
Median Annual Fees ($000)
ChairDirector

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 16 OF 17
APPENDIX 2: STRATEGIC PAY DIRECTOR FEE METHODOLOGY

Strategic Pay has developed an evaluation methodology to assess the relative complexity, risk and scale
of an organisation. The methodology has a number of factors we believe can be applied to any
organisation to provide a means of assessing appropriate director fees. This is not an evaluation of the
individual directors, or the performance of the organisation, but an evaluation of the organisation as a
whole, in relation to the role of the directors. The factors are also based on the fundamentals of the
organisation, not the skills or requirements of individual directors.

The methodology can be applied to a governance board for any type of organisation. We have distilled
the key factors that affect the complexity, workload, responsibility and risk carried by directors,
and that therefore should have some influence on overall fees.

All of the factors we have selected are interdependent and potentially impact on each other. However, we
have tried to capture the most important elements that may impact on the complexity of the governance
role and how this should be rewarded.

As a whole, these factors provide a good measure of the overall relative size, complexity and
responsibility of the directors.

DirectorRate
®
Factors

• Complexity of Operating Environment
This factor evaluates the complexity of the environment in which the organisation operates.

• Innovation/Technology/Intellectual Complexity
Organisations have varying levels of complexity of the products or services that they provide. This adds
to the difficulty of the directors’ role.

• Board Discretion/Autonomy
Whilst a governance board always has overall responsibility for the direction and strategy of the
organisation, this can vary greatly between organisations.

• Stakeholder Management
The level of interaction required with shareholders also adds to the complexity of the directors’ role.

• Revenue/Capital Risk
Some organisations have very little risk regarding their income and funding, whilst for others income can
be highly variable and requiring constant monitoring by the board.

• Liability Risk to Organisation
The risk of insolvency, or serious financial uncertainty, or potential for serious health and safety events
is a significant responsibility for directors.

• Public Perception/Organisation Profile Risk
Most directors will evaluate the potential reputational risk in joining a board.

• Organisation Revenues and Assets
Annual revenues/turnover and Total Assets of the organisation

© 2023 Strategic Pay Limited Marlin Global Limited Directors’ Fees Review | PAGE 17 OF 17
APPENDIX 3: ABOUT STRATEGIC PAY

At Strategic Pay we provide innovative solutions to help organisations meet their strategic remuneration,
performance development and performance improvement goals. We help improve your overall
performance by ensuring employee effort, remuneration and rewards are closely aligned with business
objectives.

Deliver Strategic Rewards

We work alongside you to provide a compelling proposition that attracts retains and motivates the best
people.

Our adaptable solutions include:
• Remuneration and reward strategy development
• Executive remuneration and performance advice (including incentives)
• Salary options using job evaluation, grades, bands or benchmarks
• Salary review management, including processes, tools and training
• Performance development systems, including customised design and implementation

Access New Zealand’s Largest Remuneration Data Services

Strategic Pay offers an unrivalled suite of nation-wide and specialist industry and sector remuneration
survey reports, based on a database of more than 227,000 employees from over 1,400 organisations.

Our key nation-wide surveys and reports include:
• NZ Remuneration Report (published 6 monthly) • Corporate Services and Executive Management
• CEO and Top Executive Remuneration Report • Directors’ Fees Report
• NZ Benchmark Report • HR Metrics Survey

Use Smart Technology

We understand busy HR practitioners’ needs and offer a range of smart tools to manage remuneration
and survey submissions:
• RemWise
®
: a remuneration tool to manage all aspects of your salary review, market data and survey
submissions
• Rem On-Demand
®
: online access to remuneration reports, resources and insights
• PayCalculator: survey data at your fingertips

Drive Organisation Performance

Superior organisational performance is critical to delivering strategic business objectives. Speak to us
today about using PLUS+ to develop a future proof strategy, an organisational model and structure that
supports the strategy and matching the right people to accountabilities best designed to deliver the
strategy in your organisation.

Build Capability

Through a range of workshops and the Strategic Pay Academy we provide clients with comprehensive
short courses in Remuneration, Performance Management and Organisational Performance. We also
offer training programmes that can be tailored to meet your specific requirements.

Consult Nationwide

Strategic Pay is nationwide, servicing clients across all parts of New Zealand from our various locations.
Our consultants regularly travel to visit clients around the country and are happy to meet wherever you
are. Find out more at www.strategicpay.co.nz