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Marlin Global 2023 Annual Report

Annual Report28 September 2023MLNFinancials

ANNUAL REPORT
30 JUNE

2023

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2023

l


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

63Statutory Information

66Directory

CONTENTS

Andy Coupe / Chair Carol Campbell / Director

This report is dated 14 September 2023 and is

signed on behalf of the board of Marlin Global

Limited by Andy Coupe, Chair, and Carol

Campbell, Director.

CALENDAR

Next Dividend Payable

22 September 2023

Annual Shareholders’

Meeting, Ellerslie Event

Centre, Auckland 10:30am

3 November 2023

Interim Period End (1H24)

31 December 2023

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3

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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4

DIVIDENDS paid during the year ended 30 June 2023 (cents per share)

DIVIDENDS PAID

7.11cps (2022: 9.68cps)

23 SEPTEMBER 2022

16 DECEMBER 2022

24 MARCH 2023

23 JUNE 2023

1.85

cps

1.85

cps

1.66

cps

1.75

cps

AT A GLANCE

For the 12 months ended 30 June 2023

Net profit

$

23.6m

As at 30 June 2023

Share price

$

0.92

Gross

performance

return

16.4

%

NAV per share

$

0.93

Total

shareholder

return

-11.1

%

Adjusted NAV

return

13.8

%

MARLIN GLOBAL LIMITED
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5

LARGEST INVESTMENTS

As at 30 June 2023

As at 30 June 2023

SECTOR SPLIT

Alphabet

7

%

Amazon

9

%

Meta

Platforms

6

%

Icon

7

%

Microsoft

Corporation

5

%

Healthcare 24%

Consumer Discretionary 21%

Communication Services 20%

Information Technology 16%

Financials 7%

Consumer Staples 7%

Cash and FFX 5%

As at 30 June 2023

GEOGRAPHICAL SPLIT

North America 78%

West Europe 11%

Asia 6%

Cash & FFX 5%

These are the five largest percentage holdings in the Marlin portfolio

1

. The full Marlin portfolio and percentage holding data

as at 30 June 2023 can be found on page 17.

1

Percentage holdings have been rounded to the nearest 1%.

Andy Coupe
Chair

DIRECTORS’ OVERVIEW

Marlin has ended the

30 June 2023 year

with a net profit, after

expenses, fees and

tax, of $23.6m.

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It has been another challenging year for international
investment markets. Global inflationary concerns,

rising interest rates, and general economic

uncertainty have dominated market sentiment.

This backdrop, together with the banking liquidity

crisis in the United States in March 2023 and

recessionary concerns, have further weakened

investor confidence and seen on-going share market

volatility.

Nevertheless, against this backdrop the Manager

has successfully turned around a half year loss of

$11.6m (as at 31 December 2022) to end the 30 June

2023 financial year with a $23.6m net profit. While

the Adjusted NAV return

2

was up 13.8%, the Total

Shareholder Return

1

was unfortunately down -11.1% ,

reflecting the lower share price over the year. The Gross

Performance Return

3

of 16.4% was just ahead of the

Company’s benchmark index

4

, which was up 15.3%.

The board is therefore 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

provides the board 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 5 and

10 years.

As we often see during periods of macro-economic

change, equity markets are driven more by sentiment

towards short-term events and earnings risk, rather

than longer-term fundamentals, which accentuate

share market volatility. 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 less consideration for the

high-quality earning profiles of the businesses and

their robust growth runways.

Revenues and Expenses

The 2023 result comprised gains on investments of

$26.9m, dividend, interest, and other income of $0.7m,

less operating expenses and tax of $4.0m. Overall

operating expenses and tax were $2.1m higher than

the prior year principally due to:

a) higher management fees in the current year verses

the prior year when a management fee rebate

5

of

$1.1m occurred due to underperformance against

the S&P/NZX Bank Bill 90 Day Index, and

b) a tax benefit versus a tax expense in the current

ye a r.

Dividends

The directors recognise that the regularity of the tax-

effective quarterly dividends is important for many

shareholders and have maintained the Company’s

distribution policy of 2% of NAV per quarter. Over the

12-month period to 30 June 2023, Marlin paid 7.11

cents per share in dividends. The next dividend will be

1.82 cents per share, payable on 22 September 2023

with a record date of 7 September 2023.

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

marlin.co.nz/investor-centre/capital-management-

strategies.

Warrants

On 3 November 2022, 50.5m new warrants were

allotted. One new warrant was issued to eligible

shareholders for every four shares held on the record

date (2 November 2022). The warrants are exercisable

on 10 November 2023 at $0.99 per warrant, adjusted

down for dividends declared during the period

commencing from the allotment of the warrants, up to

the announcement of the 10 November 2023 exercise

price.

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 net asset value return is 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 June202320222021202020195 years

(annualised)

Total Shareholder Return-11.1%-27.6%88.5%21.5%15.5%11. 2 %

Adjusted NAV Return13.8%-25.6%40.3%16.6%6.8%8.2%

Dividend Return

1

7. 3 %7. 0 %6.9%8.3%8.9%

Net Profit/(Loss) $23.6m($60.4m)$69.2m$22.6m$8.4m

Basic Earnings per Share11.63cps-31.34cps39.55cps15 .18 c p s6.68cps

OPEX Ratio1.7%1.1%3 .1%2.9%1.9%

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


As at 30 June20232022202120202019

NAV (as per financial statements)$0.93$0.89$1.28$1.03$0.96

Adjusted NAV$2.95$2.60$3.49$2.49$ 2.13

Share Price$0.92$1.12$1.6 0$0.98$0.90

Warrant Price$0.01-$0.26$ 0 .10-

Share Price Discount/(Premium) to NAV

2

1.1%(25.8%)(30.5%)2.9%6.2%

Share Buybacks

The Share Buyback programme

7

is another part of

Marlin’s capital management programme. Share

buybacks only occur when the share price discount to

NAV

8

exceeds 6%. During the 12 months to 30 June

2023, there were therefore no buybacks (FY22: Nil).

Management Agreement Renewal

On 22 August 2022, the board announced that the

Management Agreement would be renewed for a

further term of five years to 31 October 2027. This

decision was made after a comprehensive review of

the performance by the Manager of its obligations

under the Management Agreement relating to

investment performance and the provision of

administrative and corporate services since 2017.

Annual Shareholders’ Meeting

The 2023 annual meeting will be held on Friday 3

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’s resolutions prior to the meeting.

Conclusion

The 2023 financial year has been another challenging

period for Marlin. Central banks, like the Federal

Reserve, are trying to tame persistently high inflation

by increasing interest rates and recessionary fears

are ever-present, 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 3 November.

On behalf of the board,

Andy Coupe, Chair

Marlin Global Limited

14 September 2023

7

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

reinvestment plan.

8

The NAV per share represents the market value of the total assets of Marlin (investments and cash) less any liabilities (expenses and tax), divided

by the number of shares on issue.

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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 marlin.co.nz/about-marlin/marlin-policies.


Portfolio Performance

For the year ended 30 June202320222021202020195 years

(annualised)

Gross Performance Return16.4%-24.9%46.7%19.8%10 .1%11.1%

Benchmark Index

3

15.3%-12.8%3 7. 8 %0.04%2.1%7. 2 %

Performance Fee Hurdle

4

9 .1%5.8%5.3%6.2%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 discount/(premium) 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$). Returns shown gross in NZ$ terms.

4

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

Share Price/Total Shareholder Return

$5.00

$4.00

$3.00

$2.00

$1.00

$0.00

Share Price Total Shareholder Return

Nov

2007

Nov

2011

Nov

2013

Nov

2014

Nov

2015

Nov

2008

Nov

2009

Nov

2010

Nov

2016

Nov

2020

Nov

2012

Nov

2022

Nov

2017

Nov

2018

Nov

2019

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“Marlin has had a
much better second

half and an overall

solid performance.”

Sam Dickie

Senior Portfolio Manager

MANAGER’S REPORT

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The first half of Marlin’s financial year was still impacted
by COVID-19 aftershocks. Central bank actions to

contain the high inflation stemming from COVID-19

continued to drive global equity markets lower.

Financial markets like stability, but instead there were

rapid changes in key economic variables like inflation

and interest rates.

Global inflation peaked after the sharpest rise in 40

years, with US inflation hitting 9% last year before

declining to 3% currently. Interest rates have also

stabilised after the sharpest increases in 40 years. The

US Federal Reserve looks to have paused its interest

rate hiking cycle currently.

The biggest surprise this year has been that global

economic growth has remained robust, despite rapidly

rising interest rates. Most market participants were

expecting a recession this year, with few economists

thinking the Federal Reserve could tame inflation

without harming the labour market and economy.

However, the US has created almost 2 million jobs this

year alone – and it is very hard to have a recession

when unemployment is near 60-year lows.

Chart 1: Inflation fears receding

Chart 2: Solid employment ...

What a difference nine months makes. A peak in inflation, stabilising interest rates, robust US

economic growth, and a recovery in corporate earnings has shifted sentiment significantly

and driven a 25% rally in the MSCI World since the October 2022 lows. Against this backdrop,

Marlin has had a much better second half and an overall solid performance, slightly ahead of our

benchmark for the year.

Chart 3: ... and recession fears receding

The steady drop in inflation, stabilisation in interest

rates, and a resilient economic backdrop have allowed

fundamentals to reassert themselves, driving a strong

rally in markets during the second half of the year.

Chart 4 below shows that global markets were down

almost 10% at one stage during the Marlin financial

year, but the MSCI World rallied 25% from those

October lows. What a difference nine months makes.

Chart 4: Strong rally in markets as fundamentals

reasserted themselves

11%

9%

7%

5%

3%

1%

-1%

Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-19 Jul-20 Jul-21 Jul-22

US-CPI%

Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-19 Jul-20 Jul-21 Jul-22 Jul-23

16%

14%

12%

10%

8%

6%

4%

2%

0%

US Unemployment

10%

5%

0%

-5%

Dec-20

Mar-21

Jun-21

Sep-21

Dec-21

Mar-22

Jun-22

Sep-22

Dec-22

Mar-23

Jun-23

US GDP quarter on quarter %

3100

3000

2900

2800

2700

2600

2500

2400

2300

2200

Jul-22

Aug-22

Sep-22

Oct-22

Nov-22

Dec-22

Jan-23

Feb-23

Mar-23

Apr-23

May-23

Jun-23

-7. 2%

+25.3%

MSCI World Index

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MANAGER’S REPORT CONTINUED
This rally in markets drove a significantly better second

half for Marlin, +23.2% gross performance, well ahead

of the benchmark at +12.8%. For the year, Marlin ended

up with gross performance of +16.4%, around 1%

ahead of its benchmark. Over the last five years the

Marlin portfolio has delivered a gross return of +11.1%

pa, compared with the market benchmark which has

returned +7.2% pa.

Chart 5: Marlin annualised returns: Gross

Performance return vs Global Benchmark return (to

30 June)

Technology (tech) companies faced the perfect storm

last year. They experienced an unwinding of the higher

demand and sales brought about by COVID-19, and

had to grapple with the larger operating business

costs that had been incurred servicing the abnormal

COVID-19 demand. In addition to which, growth stocks

tend to be disproportionately impacted by rising interest

rates.

The tech rally came on the back of beaten down

stock prices, a strong earnings recovery, and the

excitement around artificial intelligence (AI). Many of

these companies started to right-size their cost bases

in 2022, which combined with re-accelerating revenue

growth, has driven earnings expectations higher.

Salesforce, for example, has seen market analysts lift

their earnings forecast expectations by circa 50% so far

this year.

While the S&P500 is up circa 15% so far in the 2023

calendar year, this has been driven by just a handful of

companies. Stripping out the performance of the seven

largest tech titans (Meta, Apple, Alphabet, Microsoft,

Nvidia, Amazon, and Tesla), the S&P 500 would only be

up circa 5% this calendar year.

Despite this rally in big technology companies,

valuations for many of these companies still look

reasonable. Apart from Apple, Nvidia, and to a lesser

extent Microsoft, all of the largest US technology

companies are trading at valuation levels in-line with or

below pre-COVID-19 levels.

The same can be said for the other 493 stocks in the

index. So, valuations still appear reasonable, despite

the significant rebound in markets.

Chart 7: Big tech leading the market, valuations still

reasonable

1

Gross performance return – the Manager’s portfolio performance in terms of stock selection and currency hedging before

expenses, fees, and tax.

18%

16%

14%

12%

10%

8%

6%

4%

2%

0%

3 years

(annualised)

12 Months5 years

(annualised)

Since

inception

(annualised)

Marlin Gross Performance

1

Global Benchmark

16%

15%

9%

12%

11%

7%

11%

8%

50%

40%

30%

20%

10%

0%

-10%

-20%

-30%

-40%

‘73

‘75

‘77

‘79

‘81

‘83

‘85

‘87

‘89

‘91

‘93

‘95

‘97

‘99

‘01

‘03

‘05

‘07

‘09

‘11

‘13

‘15

‘17

‘19

‘21

‘23

Nasdaq H1 Return

170

160

150

140

130

120

110

100

90

Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23

META, AMZN, AAPL,

MSFT, GOOGL, TSLA

and NVDA

S&P500

Remaining 493 companies

+60%

+15%

+3%

Indexed Performance

Strong rebound in big tech driven by earnings.

Valuations are still reasonable

Technology shares (as measured by the US Nasdaq

Index) were up circa 40% for the six months to June 30,

2023. That is the best start to the year in over 40 years.

Chart 6: Strongest tech rally in 40 years

Cumulative return (indexed to 100)

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Performance highlights and lowlights
Positive contributors

The top performers in the Marlin portfolio were Meta,

Netflix, Floor & Décor, Boston Scientific, and Amazon,

which bounced back after a tough 2022.

Meta (+78%), like most US big tech companies, had

a torrid first six months of the Marlin year and a much

better second half. The first half weakness was driven

by higher costs to service the surge in demand we saw

during COVID-19, just as that demand waned. With

its share price suffering, Meta got the message from

the market and reversed course on expense growth in

late 2022, when CEO and founder Mark Zuckerberg

announced the layoff of 13% of Meta’s employees. A

further 11% headcount reduction was announced in

March 2023. In addition to lowering costs, these actions

were intended to drive more nimble, efficient decision

making. Meanwhile, Meta has been investing heavily in AI

and advertising technology which is helping drive strong

engagement trends (users opening their Meta apps

more frequently and for longer) and a re-acceleration in

revenue. Most recently, AI recommendations drove a

+7% increase in overall Facebook user engagement, and

almost all of Meta’s advertisers use at least one of its AI-

driven ad offerings. Meta also continues to invest heavily

in the Metaverse, albeit this currently has no clear return

on investment. We are monitoring this closely. That said,

80% of Meta’s spending is on its core Family of Apps

business which generates attractive margins and free

cash flow. Ongoing cost discipline in this core business

will further improve core ‘Family of Apps’ margin and

cash flow profile.

Netflix (+152%) benefitted from a demand surge during

the pandemic when the population turned to indoor

entertainment, where fiscal stimulus and subsidies

allowed users to pay for that entertainment, including

streaming services. Unfortunately, the end of pandemic

restrictions and subsidies, and rampant streaming

competition, drove Netflix subscriber growth to turn

negative for the first time in a decade. Markets took

this as a negative sign for Netflix’s long-term growth

runway and punished its share price accordingly.

Netflix management was quick to respond, cutting

costs and working to monetise their user base more

effectively with initiatives like paid account sharing and

an ad-supported membership tier. Additionally, with the

benefit of hindsight, macro conditions were on Netflix’s

side. Netflix made $5.6bn operating profit in 2022,

vs. its streaming competitors which are estimated

to have incurred over $10bn in operating losses. As

2022 progressed into 2023, interest rate hikes and

looming macroeconomic slowdown made profitability

the top priority for Netflix’s competitors who hiked

prices and cut spend on content production. Netflix, in

contrast to its competitors, has rolled out paid sharing

and ad-supported membership options which are

cheaper than its formerly cheapest Basic Plan, while

maintaining its ability to spend substantial amounts on

content. We think these factors help improve Netflix’s

value proposition to consumers and expect them to

drive robust free cash flow growth in the long term by

a) monetising non-paying Netflix users (estimated at

100m households globally), b) attracting new users who

previously may have considered Netflix too expensive,

and c) reducing membership churn. Netflix is now up

circa 150% from its lows.

Floor & Décor (+65%) had a strong year. A long growth

runway, an overly negative consensus, and the ability

to prosper at the expense of competitors in a downturn

gave us confidence to continue to invest during a

housing downturn in December. Floor & Décor is a

leading specialty retailer in the hard surface flooring

market, with a focus on offering high-quality products

at affordable prices. Floor & Décor operates in a

fragmented and large market for hard surface flooring,

estimated to be around $40-$50bn. Compared to

$4.3bn of Floor & Décor revenue, the company’s current

market share is only about 10-11%, providing significant

opportunities for the company to capture additional

market share. To do this, Floor & Décor is expanding

its store base in the US, with a goal of opening around

30+ new stores per year. As of the end of 2022, Floor

& Decor operated 191 stores in the US, and we think

there is room for at least 400 stores in the long term. The

company’s expansion plans are supported by favourable

store economics, strong store-level performance,

and a long-term trend of consumers preferring hard

flooring over carpet. More recently we have lowered our

weighting after the strong share price performance and

concerns about a slower cyclical environment.

Boston Scientific (+45%) is a manufacturer of

innovative medical devices used to treat a range of

medical conditions from heart disease to neurological

disorders. The company is well positioned with market-

leading positions in several fast-growing medical

device markets and a strong pipeline of new products

supporting its above-market growth rate. However,

Boston faced several headwinds in 2021 and into early

2022, with nursing shortages and patient hesitancy

hampering the recovery in procedure volumes post-

COVID-19, and global supply chain challenges and

higher freight costs negatively impacting margins. In

the last 12 months, these headwinds have eased with

patients returning to hospitals for medical procedures.

This, coupled with the strong pipeline of new products,

drove an acceleration in Boston Scientific’s revenue

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MANAGER’S REPORT CONTINUED
growth from 6% last year to 14% this year. We expect

the company to sustain its above-market growth rate

as the company continues its cadence of new product

launches in the coming years.

Amazon (+23%) had a volatile start to the year and

we used that as an opportunity to add materially to

our position. Amazon’s cloud computing business,

Amazon Web Service (AWS), faced headwinds in the

last year driven by tightening information technology

(IT) budgets and customers rationalising spend. We

think these headwinds are abating and AWS’ growth

should re-accelerate in the coming years as the

structural trend toward cloud computing continues.

Over the past two years, Amazon has made major

investments in its logistics infrastructure to support

its retail business. This will begin to pay off from now

on as the company grows into the expanded footprint

with limited additional investment, and profit margins

will increase. Amazon’s advertising business has been

a star performer in the 2023 calendar year. It has

grown by more than 20%, with very high underlying

margins. There is a long growth runway ahead for

Amazon’s advertising business as they continue

penetrating the merchant base. Since the end of

the Marlin year, AWS has stabilised and started to

reaccelerate, the incremental profitability in the retail

business is kicking in and the advertising business

goes from strength to strength.

Chart 8: Amazon: earnings inflection

Detractors from performance

The biggest detractors from portfolio performance

were our US bank holdings which we discuss in

detail below in the exit section. Outside of those,

Dollar General had a tougher year, unwinding its

outperformance of last year. PayPal and Alibaba also

underperformed.

The US’s largest discount retailer Dollar General

(-30%) had a tough year after being a defensive

outperformer last year. The share price declined on

the back of disappointing results where the company

lowered full-year earnings guidance. Concerns have

centred around increased competition (from Walmart

and Family Dollar) and potential underinvestment

in labour. Dollar General disclosed US$100m of

additional labour spend. Our view is that the US$100m

investment in increased labour hours may rise.

However, there will be a payback on this investment,

and we think the market had already priced in a

more adverse outcome than US$100m. Importantly,

Dollar General’s strong customer value proposition –

competitive prices, and 19,000 stores located within a

convenient distance of most US consumers – remains

intact. We have been adding to our position recently.

Alibaba (-27%) performed in line with a sluggish

China stock market. The country was late coming out

of lockdowns and the expected economic recovery

has been slow to materialise. Economic headwinds

aside – the company has not been standing still. It

has streamlined the business, reducing its workforce

by around 10% as it focuses on its core e-commerce

businesses. The company also announced that it

would be restructuring its business into six separate

business units in the third quarter and will explore

listings or fundraisings for all of them apart from

the core e-commerce platform. This was received

positively by the market as the value of businesses

such as Alibaba Cloud and Cainiao Logistics was

not being reflected in the current share price. This

should also allow these smaller businesses to be more

focused and nimble outside of the larger corporate

structure. Despite that, we have reduced our position

during the year to make way for more attractive

opportunities.

We trimmed our weighting in PayPal (-4%) materially

during the year. We continue to like PayPal’s scale

moat which has a market-leading 400m customer

accounts and 35m merchant accounts. However,

its other competitive advantages such as superior

security and faster checkout are being competed

away by large companies such as Apple and Shopify.

This has driven down transaction margins faster than

2018

2019

2020

2021

2022

2023E

2024E

2025E

2026E

2027E

2028E

AMZN Free Cashflow

$230,000

$180,000

$130,000

$80,000

$30,000

-$20,000

MARLIN GLOBAL LIMITED

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14

expected. The company continues to search for a
new CEO and CFO as the current CEO is retiring

and the CFO resigned due to health concerns. In the

meantime, the company is doing a good job right

sizing the cost base to expand operating margins

and updating its technology platform to reaccelerate

product development.

Portfolio additions and exits

We have made several changes to the Marlin portfolio

in the last six to nine months.

Overall, we believe these changes improve the quality

of the portfolio and position the portfolio well.

New portfolio additions

Danaher is a leading player in the Lifesciences and

Diagnostics industries. It provides its customers

with the cutting-edge tools to help them to diagnose

disease and discover and manufacture new drug

therapies to treat those diseases. An aging population

and growing healthcare spend is driving the need for

increased innovation in the diagnosis and treatment

of chronic diseases such as cancer and Alzheimers.

With its leading portfolio of products and solutions,

Danaher is well positioned to benefit from this ongoing

investment in healthcare innovation. At the core of

Danaher’s successful long-term track-record is the

well-renowned culture of continuous improvement

and investment, otherwise known as the Danaher

Business Systems (DBS). DBS allows the company

to continually reduce unnecessary processes and

costs, with savings reinvested back into the business

to drive both increased product innovation and a better

customer experience. We expect Danaher to continue

growing its market share as it becomes an increasingly

essential partner to pharmaceutical and biotechnology

companies that are creating innovative new treatments

for chronic disease.

MSCI is a leading provider of indices, benchmarks,

index data, and analytics tools for the financial industry,

and is particularly known for its global and emerging

market indices. Customers use the company’s indices

to define the investment universe for their products,

benchmark their performance, and construct

exchange traded funds (ETFs) that track an existing

index or thematic. MSCI’s analytics software and tools

give customers insights into their asset allocation,

portfolio construction, and risk management decisions.

MSCI’s Environmental, Social, and Governance

(ESG) & Climate business is a global leader, providing

customers with ESG & climate data, analysis, and

ratings on corporates and entities to help customers

assess the risk of these various factors. The company

serves over 6.6k clients in 95 countries. There are

$13.7tn of assets that are managed in accordance with

MSCI benchmark indices. MSCI is the most innovative

index provider, and its wide moat is driven by its strong

brand, scale, switching costs and network effects

which all result in high customer retention rates. The

index industry structure is attractive and dominated by

three companies, each known for a certain segment of

the market, limiting competition between the firms.

UnitedHealth Group was originally a health insurance

company but has since expanded to become the

leading healthcare services company in the US.

In addition to insurance, it is one of the largest

providers of healthcare, serving over 100 million

patients through its network of local medical groups

and outpatient facilities. UnitedHealth is now the

largest employer of doctors in the US, with around

5% of all physicians employed or contracted by the

business. The company continues to build out its

services to touch all aspects of healthcare including

pharmacy, technology services and behavioural health.

UnitedHealth Group is well positioned to benefit from

three key trends in healthcare: an aging population

and the increased outsourcing of this care to providers

such as UnitedHealth; a shift towards more holistic

and personalised care through value-based care

models; and the leveraging of data and analytics to

drive efficiencies in the complex health-care system.

UnitedHealth Group has a wide moat driven by a

combination of local scale and capabilities, supported

by its large national infrastructure – which should allow

UnitedHealth to continue to gain market share across

its business.

Portfolio exits

We exited homebuilder NVR (+59%) after period end

because we see better value elsewhere. We bought

NVR in May 2021. The company has since delivered a

15% p.a. return (as compared to the S&P 500 which

has had a return of circa +4%). Our rationale for exit

is around new orders and profit margins which drive

NVR’s fundamentals. NVR’s runway for new orders

in the company’s active development communities

has shrunk in recent years. NVR gross margins are

at all-time highs given recent appreciation in house

prices, and we see downside risk to market consensus

expectations for margins to remain at elevated levels for

the next three years. We put NVR back into the fishing

pond and will continue monitoring these dynamics

closely.

We exited StoneCo (+15%) during the year. StoneCo’s

lower-priced offering and larger sales force on the

ground is now being matched by competitors. The

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company has reached double-digit market share and
from here it will be increasingly difficult to gain additional

share. This will likely result in more investment to sustain

growth. Additionally, the company appointed a new

CEO with limited payments experience.

The performance of First Republic Bank and

Signature Bank was painful for Marlin. Following the

collapse of Silicon Valley Bank, fears of further bank

failures saw depositors exit other regional banks,

resulting in Signature Bank being closed by regulators.

This also left First Republic Bank on the verge of failure.

The closure of Signature Bank was driven by a

combination of the fastest Federal Reserve interest rate

increase cycle in history, the collapse of Silicon Valley

Bank, and a subsequent loss of confidence in regional

banks. The pace of the deposit outflows was extreme,

exacerbated by the modern era of near-instant bank

transfers.

Unlike many other bank failures – this wasn’t primarily

a lending or credit issue. It was instead a crisis of

confidence underpinned by Silicon Valley Bank’s

concentrated customer base and its mismanagement

of investment assets. As fears spread following the

collapse of Silicon Valley Bank, investors looked for

other possible areas of risk in the banking system −

especially banks with high levels of uninsured deposits

including Signature Bank and First Republic Bank.

Whilst Signature Bank and First Republic Bank had

considerably different business models to Silicon Valley

Bank they did however have higher-than-average

uninsured deposit bases which were viewed by

depositors and regulators as vulnerable after the Silicon

Valley Bank collapse.

MANAGER’S REPORT CONTINUED

Portfolio positioning

The Marlin portfolio comprised 22 companies at 30

June 2023, diversified across a range of sectors.

Chart 9: Marlin portfolio - Sector split

24

%

HEALTHCARE

16

%

INFORMATION

TECHNOLOGY

21

%

CONSUMER

DISCRETIONARY

7

%

7

%

FINANCIALS

CONSUMER

STAPLES

20

%


COMMUNICATION

SERVICES

5

%


CASH AND FFX

11

%

WEST

EUROPE

78

%

NORTH

AMERICA

6

%

ASIA

5

%

CASH & FFX

Chart 10: Marlin portfolio - Geographical split

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Headquarters Company%
Holding

ChinaAlibaba Group2.8%

Tencent Holdings3.6%

Ireland Icon7. 0 %

UKGreggs4 .1%

United StatesAlphabet7. 0 %

Amazon.Com8.5%

Boston Scientific4.9%

Danaher Corporation3.9%

Dollar General4.0%

D olla r Tre e2.8%

Edwards Lifesciences

Corp.

5 .1%

Floor & Décor Holdings5.0%

Gartner Inc5.4%

Mastercard5.0%

Meta Platforms Inc5.9%

Microsoft5.5%

MSCI Inc0.2%

Netflix3 .1%

NVR Inc1.0%

PayPal Holdings2.1%

salesforce.com5.5%

UnitedHealth Group Inc2.5%

Equi t y Tot a l94.9%

New Zealand dollar

cash

3.8%

Total foreign cash4.6%

Ca s h Tot a l8.4%

Forward foreign

exchange contracts

(3.3%)

TOTAL100.0%

Portfolio Holdings Summary

as at 30 June 2023

The information in this Manager’s Report has been prepared as at mid-August 2023. 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, but 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.

Outlook

It has been a volatile year for Marlin, with a much better

second half (+23% gross portfolio return) than first half

(-6% gross portfolio return).

The last 18 months have been tough for the Marlin

portfolio. Even three years on, COVID-19 is still having

repercussions. But that is perhaps unsurprising when

you think about the economic consequences − the

global economy basically stopped, and then the US

Federal Reserve Bank flushed in five times more

liquidity than it did during the Global Financial Crisis in

2008/2009. It seems clear that COVID-19 aftershocks

are going to be felt for a few years yet.

The global economy has displayed surprising resilience

in the face of an especially sharp interest rate increase

cycle. And it is encouraging to see that the Marlin

portfolio companies are taking measures to ensure

earnings are more resilient.

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.

Sam Dickie, Senior Portfolio Manager

Fisher Funds Management Limited

14 September 2023

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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 a process 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 2023.

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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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-27

%

Total Share Return

+10

%

+23

%

Total Share ReturnTotal Share Return

CHINA

What does it do?

Alibaba is the largest e-commerce

player in China with an overall

online shopping market share of

over 40%.

Why do we own it?

Alibaba is the online marketplace

leader in China with over 900

million users. It has sustainable

competitive advantages through

its extensive network and scale.

In addition to continued growth

in Chinese e-commerce, Alibaba

is leveraging its large customer

base and infrastructure to move

into new business areas such as

logistics and food delivery.

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 2023 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 2023.

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

e-commerce platform in the

Western Hemisphere. Alongside

the e-commerce 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 platform,

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 e-commerce, 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

+45

%

Total Share Return

-30

%

+3

%

Total Share ReturnTotal 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, 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 19,000 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.

UNITED STATES

What does it do?

Danaher is a leading player in

the Lifesciences and Diagnostics

industries where it provides its

customers with the cutting-edge

tools to help them to diagnose

disease and discover and

manufacture new drug therapies

to treat those diseases.

Why do we own it?

An aging population and growing

healthcare spend are driving the

need for increased innovation in

the diagnosis and treatment of

chronic disease. With a leading

portfolio of tools and services in

these end markets, Danaher is

well positioned to benefit from

this investment in healthcare

innovation. Driven by a well-

renowned culture of continuous

improvement and investment,

we expect Danaher to grow its

market share as it becomes an

increasingly essential partner to its

customers.

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-1

%

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

+65

%

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 191

stores across 30 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 double its footprint

to around 400 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.

-8

%

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, as well as store

renovation and product initiatives

that will improve store productivity

and profits. Dollar Tree also has

a defensive business model − its

low price points and value for

money proposition position it well

for the current environment where

rising prices are exerting pressure

on consumer wallets.

Total shareholders return in local currency sourced from Bloomberg.

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Total Share Return

+45

%

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

+45

%

+15

%

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

+25

%

+78

%

+34

%

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, it

has rebranded to Meta Platforms

Inc and is the parent organization

of Facebook.

Facebook 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

Facebook’s unparalleled ability to

deliver an audience of over three

billion users to advertisers, has

created one of the most valuable

advertising platforms in the

world. We see significant growth

ahead as Facebook 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 to make this

transition to the cloud and should

benefit from this secular trend for

many years to come.

Total shareholders return in local currency sourced from Bloomberg.

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Total Share ReturnTotal Share ReturnTotal Share Return

+152

%

+2

%

+59

%

UNITED STATES

What does it do?

Netflix is the world’s leading

streaming service with 238

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’s scale in creating original

content and ability to spread this

cost over a huge global audience

base gives it a significant cost

advantage versus peers. We

believe this advantage 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 has raised prices regularly

since 2015, while maintaining

best-in-class churn rates, and a

standard Netflix subscription –

equivalent to one or two movie

tickets a month for countless

hours of entertainment – still

presents incredible user value

compared to satellite or cable TV.

UNITED STATES

What does it do?

MSCI is a leading provider of

indices, benchmarks, index data,

and analytics tools for the financial

industry, and is known for its global

and emerging market indices.

Customers use the company’s indices

to define the investment universe

for their products, benchmark its

performance and construct ETFs.

MSCI serves over 6.6k clients in

95 countries and has over $13tn

in assets-under-management

benchmarked to their various indices.

MSCI’s flagship indices include the

All-Country World Index (ACWI), the

World Index (all Developed Markets),

and the Emerging Market Index.

Why do we own it?

MSCI has attractive growth tailwinds

such as the growth of ETFs,

increasing investment which aligns to

specific themes (for example robotics

or space exploration), indexation of

other asset classes (such as fixed

income), and greater focus on ESG &

climate. MSCI is the most innovative

index provider and has market

leading products to capture each

of these tailwinds. MSCI benefits

from competitive advantages driven

by strong brand, switching barriers,

scale, and network effects which

all result in high customer retention

rates. MSCI has a long-tenured

management team with material

ownership in the business, aligning it

well with shareholders.

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 NVR

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.

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2023

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26

Total Share Return

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

which assuages adoption

concerns for new customers. We

see a long growth runway ahead

for Salesforce as businesses

continue to digitise and move to

the cloud.

+28

%

MARLIN PORTFOLIO COMPANIES CONTINUED

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, e-commerce,

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 is allowing 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 are not widely used

and cash is rapidly being displaced by

WeChat Pay and AliPay.

Total Share Return

-1

%

-4

%

Total Share Return

UNITED STATES

What does it do?

PayPal is a global leader in online

payments with 400m customer

accounts and 35m merchants

using the platform.

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

e-commerce.

Total shareholders return in local currency sourced from Bloomberg.

MARLIN GLOBAL LIMITED
ANNUAL REPORT

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27

Total Share Return

UNITED STATES

What does it do?

From its origins as a health

insurance company, UnitedHealth

Group has expanded to

become the leading healthcare

services company in the US,

encompassing insurance,

provision of healthcare, and

other related businesses

including pharmacy services and

technology services.

Why do we own it?

UnitedHealth Group is well

positioned to benefit from three

key trends in healthcare: an aging

population and the increased

outsourcing of this care to

providers such as UnitedHealth;

a shift towards value-based

care; and the leveraging of data

and analytics to drive efficiency.

UnitedHealth Group has a strong

competitive advantage driven

by a combination of local scale,

supported by large national

infrastructure and a vertically

integrated model – which should

allow it to continue to gain market

share across its business.

+1

%

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

Barramundi, Kingfish, Trust Investment Management

and on the Board of 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, CFInstD

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 Barramundi and Kingfish, and Chair

of the Audit and Risk committee of Marlin. Carol

also holds a number of directorships across a broad

spectrum of companies including T&G Global, New

Zealand Post, Chubb Insurance New Zealand and

NZME, where she is also the Chair of the Audit and

Risk committees. Carol is a fellow of both Chartered

Accountants Australia and New Zealand and the

Institute of Directors. 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, CFInstD

Chair of the Board

Chair of Remuneration and Nominations Committee

Independent Director

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 Barramundi and Kingfish, 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.

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 Barramundi and Kingfish. Fiona is also a

director (and Audit Committee Chair) of Gentrack Group

Limited and the First Gas Group. She is also a director

of Freightways Limited, Summerset Holdings Limited,

the New Zealand Superannuation Fund 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 2021 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

2023

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28

For the year ended 30 June 2023 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”).

This Corporate Governance Statement reports against

the NZX Code which came into effect on 17 June

2022. A revised NZX Code recently came into effect for

financial years commencing on or after 1 April 2023 and

Marlin will report on that basis in its next Annual Report.

Over the financial year ended 30 June 2023, 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 Limited (“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 (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.

Compliance with the Code of Ethics & Standards of

Professional Conduct is monitored through education

and notification by individuals who become aware of

any breach.

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

new employees of the Manager, and there is regular

training on the requirements of the Code of Ethics

& Standards of Professional Conduct for existing

directors and relevant employees of the Manager.

The Code of Ethics & Standards of Professional

Conduct is 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.

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

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29

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’s

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.

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 shareholders’ 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

shareholders’ 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,

independence, and attendance at board meetings is

available on pages 28 and 32 of this Annual Report

and also on Marlin’s website.

The board takes into account guidance provided under

the NZX Listing Rules including 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 2023, 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 is available on page 63.

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2023

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30

Diversity and inclusion
Marlin has a formal Diversity and Inclusion Policy

applicable to the Company’s directors. The board

views diversity as including, but not limited to, skills,

qualifications, experience, gender, race, age, ethnicity,

and cultural background. The board recognises that

having a diverse and inclusive board will enhance

effectiveness in key areas and that membership of the

board is best served by having a mix of individuals with

appropriate expertise and a breadth of experience,

who are each encouraged to regularly contribute their

views. This objective is recognised in the Diversity and

Inclusion Policy.

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 and Inclusion Policy and the Company’s

progress in achieving that objective.

The board’s gender composition as at the two most

recent annual balance dates was as follows:

NumberProportion

30 June 2023FemaleMaleFemaleMale

Directors2250%50%

NumberProportion

30 June 2022FemaleMaleFemaleMale

Directors2250%50%

The board is comprised of four individuals who have

a wide range of skills, knowledge, and corporate

experience in the financial services sector. The board

recognises that having a diverse board will assist it in

effectively carrying out its role and that its membership

is best served by having a mix of individuals with

appropriate expertise and a breadth of experience.

The board reviews its diversity in terms of skills,

qualifications, experience, gender, race, age, ethnicity,

and cultural background. The Remuneration and

Nominations Committee’s annual assessment of the

board’s diversity concluded that the board had met

the diversity objectives set out in the Diversity and

Inclusion Policy.

The Diversity and Inclusion 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 board and 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 is an independent

director. Marlin does not have a Chief Executive Officer

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 Officer 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 nine board meetings, two Audit and

Risk Committee meetings, one Remuneration and

Nominations Committee meeting, and two Investment

Committee meetings were held in the financial year

ended 30 June 2023. Director attendance at board

meetings and committee meetings is shown below.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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DirectorBoard
Audit

and Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

9/92/21/12/2

Andy

Coupe

9/92/21/12/2

David

McClatchy

9/92/21/12/2

Fiona

Oliver

9/92/21/12/2

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 2023, the Audit and Risk

Committee held private sessions with the external

auditor.

The Audit and Risk Committee currently comprises all

of the directors, each of whom are considered to be

independent, 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 individual directors, the

board, and board committees.

The Remuneration and Nominations Committee currently

comprises all of the directors, each of whom are

considered to be independent. Andy Coupe is Chair of

the Remuneration and Nominations Committee.

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, each of whom are considered to

be independent. David McClatchy is Chair of the

Investment Committee.

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.

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2023

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32

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.

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.

ESG framework

The NZX Code recommends that environmental,

economic, and social sustainability factors and

practices are included in its non-financial disclosures.

As at 30 June 2023, 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 at

fisherfunds.co.nz/responsible-investing.

Climate related disclosures

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, 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)

has developed the Aotearoa New Zealand Climate

Standards, which were finalised at the end of 2022

and apply to Marlin’s current financial year (being

the financial year ending 30 June 2024) because it

commenced 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. Marlin

is committed to reporting on a basis consistent with

the new standards to the extent applicable to its

business.

The Marlin board will determine the appropriate

climate risk reporting for Marlin, in accordance with

the new standards.

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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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The following table sets out the remuneration received
by each director from Marlin for the financial year ended

30 June 2023. 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 2023.

Directors’ remuneration* for the 12 months

ended 30 June 2023

Andy Coupe (Chair)$50,000

(1)

Carol Campbell $ 3 7, 5 0 0

(2)

David McClatchy$ 3 7, 5 0 0

(3)

Fiona Oliver $32,500

(4)

*excludes GST

(1) $5,000 of this amount was applied to the purchase of

4,315 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. $3,750 of this amount was applied to

the purchase of 3,220 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.)

(3) Included in this total amount is $5,000 that David

McClatchy received as the Chair of the Investment

Committee. $3,750 of this amount was applied to

the purchase of 3,250 shares under the Marlin Share

Purchase Plan.

(4) $3,250 of this amount was applied to the purchase of

2,780 shares under the Marlin Share Purchase Plan.

Details of remuneration paid to directors are also

disclosed in note 4 to the financial statements for the

financial year ended 30 June 2023. The directors’ fees

disclosed in the financial statements include a portion

of non-recoverable GST expensed by Marlin.

Directors’ Shareholding - Share Purchase Plan

The Marlin Share Purchase Plan was introduced by the

board in 2012 and requires each director to allocate

10% of their annual director’s fees to the purchase (on

market) of Marlin shares. Once an individual director’s

shareholding reaches 50,000 shares, the director

can elect whether or not 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 to 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 4 to Marlin’s

financial statements for the financial year ended

30 June 2023.

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. As part of the robust

risk assessment process, significant risks are

discussed at each board meeting, and/or as required.

A full risk assessment report, including the action plan

for mitigating risks, is provided at all Audit and Risk

Committee meetings.

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 risk

management policies.

During Marlin’s 2023 financial year, global stock

markets experienced renewed market volatility due

to recession concerns, rapidly rising interest rates

in response to inflation, and the ongoing political

uncertainty in Europe (Ukraine/Russia conflict).

CORPORATE GOVERNANCE STATEMENT CONTINUED

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ANNUAL REPORT

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The preparation of Marlin’s financial statements for the
financial year ended 30 June 2023 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 of the underlying stocks invested

in by the Company. These types of communications

include monthly updates, quarterly newsletters, and

annual reports. Numerous NZX announcements are

also made, including weekly and month-end NAV per

share updates, as well as interim and annual financial

statements.

Health and Safety

The Manager operates under a Health and Safety

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 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 its 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 representatives of the Manager present,

to approve its terms of engagement, audit partner

rotation (at least every five years), and the audit fee, as

well as to review and provide feedback in respect of the

annual audit plan.

Marlin’s current external auditor,

PricewaterhouseCoopers (“PwC”), was appointed by

shareholders at the 2008 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 it

has 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 Marlin’s 2023 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 its 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, 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.

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ANNUAL REPORT

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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

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 Shareholders’ Meeting

The 2023 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 or similar restrictions

which prevent the Company from holding a physical

meeting, this year’s Annual Shareholders’ Meeting

will be held at 10.30am on 3 November 2023, at the

Ellerslie Event Centre in Auckland, and online. 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 if they are unable to attend either form of

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 October 2027.

NZX Waivers

There were no waivers granted by NZX or relied upon

by the Company in the financial year ended 30 June

2023.

Capital raisings

Marlin Warrant Issue (MLNWF)

On 3 November 2022, Marlin issued 50,502,702

warrants to eligible shareholders (being shareholders

with a registered address in New Zealand on the

record date of 2 November 2022). Marlin shareholders

were issued one warrant for every four shares held

on the record date. Each warrant entitles an eligible

shareholder to subscribe for one additional share in

Marlin on the exercise date (10 November 2023).

The exercise price will be $0.99 less any cash

dividends declared on the shares by the Company

with a record date between 3 November 2022 and the

announcement of the exercise price. The final exercise

price will be calculated and advised to warrant holders

at least six weeks before the exercise date.

Further information in relation to the Marlin warrant issue

can be found in the Warrant Terms Offer Document

dated 18 October 2022, at the following link: marlin.

co.nz/assets/Investor-Centre/Marlin-Global-Warrant-

Terms-2022.pdf

CORPORATE GOVERNANCE STATEMENT CONTINUED

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ANNUAL REPORT

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We present the financial statements for Marlin Global Limited for the year ended 30 June 2023.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the

Company as at 30 June 2023 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 21 August 2023.

Andy Coupe Carol Campbell

David McClatchy Fiona Oliver

For the year ended 30 June 2023

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2023

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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 2023 2022

$000 $000

Interest income 217 29

Dividend income 545 629

Net changes in fair value of investments 2 26,924 ( 5 9,16 9 )

Other (loss)/income3 (49) 38

Total income/(loss) 27,6 37 (58,473)

Operating expenses4 3,240 2,775

Net profit/(loss) before tax 24,397 (61,248)

Total tax expense/(benefit)5 799 (821)

Net profit/(loss) after tax attributable to shareholders 23,598 (60,427)


Total comprehensive income/(loss) after tax attributable to shareholders 23,598 (60,427)

Basic earnings/(losses) per share7 11. 6 3 c (31.34c)

Diluted earnings/(losses) per share7 11. 6 3 c (31.34c)

STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2023

MARLIN GLOBAL LIMITED

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STATEMENT OF
CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2023

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 2021 173,015 71,366 244,381

Comprehensive loss

Net 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 exercised (net of exercise costs)6 (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


Comprehensive income

Net profit after tax - 23,598 23,598

Total comprehensive profit for the year ended 30 June 2023 - 23,598 23,598


Transactions with shareholders

Shares issued for warrants exercised (net of exercise costs)6 (c) (17 ) - (17 )

Warrant issue costs6 (c) (11) - (11)

Dividends paid6 (d) - (14,417) (14,417)

New shares issued under dividend reinvestment plan6 (e) 5,505 - 5,505

Total transactions with shareholders for the

year ended 30 June 2023

5,477 (14,417) (8,940)

Balance at 30 June 2023 191,334 1,418 192,752

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

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Notes 2023 2022
$000 $000

SHAREHOLDERS’ EQUITY 192,752 178,0 94

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 10 16,246 2,609

Trade and other receivables 8 2,623 1,238

Financial assets at fair value through profit or loss 2 183,358 175,620

Current tax receivable5 2 -

Total Current Assets 202,229 179,467


Non-current Assets

Deferred tax asset5 137 880

Total Non-current Assets 137 880

TOTAL ASSETS 202,366 180,347

LIABILITIES

Current Liabilities

Trade and other payables 9 8 ,14 3 276

Financial liabilities at fair value through profit or loss 2 1,471 1,977

Total Current Liabilities 9,614 2,253

TOTAL LIABILITIES 9,614 2,253

NET ASSETS 192,752 178,0 94

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

21 August 2023 21 August 2023

STATEMENT OF

FINANCIAL POSITION

AS AT 30 JUNE 2023

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 2023

MARLIN GLOBAL LIMITED

Notes 2023 2022

$000 $000

Operating Activities

Sale of listed equity investments 7 7, 2 9 0 116 , 4 6 3

Interest received 212 29

Dividends received 367 630

Other income 27 43

Purchase of listed equity investments (49,329) (92,507)

Operating expenses (2,067) (6,857)

Ta xe s pa id (57) (2,238)

Net settlement of forward foreign exchange contracts (3,862) (12,19 4)

Net cash inflows from operating activities10 22,581 3,369

Financing Activities

Shares issued for warrants exercised (net of exercise costs) (17 ) 5,666

Warrant issue costs (11) -

Dividends paid (net of dividends reinvested) (8,912) (11, 5 2 6 )

Net cash outflows from financing activities (8,940) (5,860)

Net increase/(decrease) in cash and cash equivalents held 13,641 (2,491)

Cash and cash equivalents at beginning of the year 2,609 5 ,10 2

Effects of foreign currency translation on cash balance (4) (2)

Cash and cash equivalents at end of the year10 16,246 2,609




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 2023

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 2023
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 21 August 2023.

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 (which may have been prior to balance date) falls

outside the bid-ask spread at close of business on balance date 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 (2022: none).

There were no financial instruments classified as Level 3 at 30 June 2023 (2022: none).

2023 2022

$000$000

Investments at Fair Value through Profit or Loss

Financial Assets:

International listed equity investments 183,358 175,5 4 4

Forward foreign exchange contracts - 76

Total financial assets at fair value through profit or loss 183,358 175,620


Financial Liabilities:

Forward foreign exchange contracts 1,471 1,977

Total financial liabilities at fair value through profit or loss 1,471 1,977


Net changes in fair value of Investments

International listed equity investments 26,868 (68,035)

Foreign exchange gains on equity investments 3,488 20,688

Losses on forward foreign exchange contracts (3,432) (11, 8 2 2)

Net changes in fair value of investments through profit or loss 26,924 (5 9,16 9 )

The fair value of 11 stocks valued at $94,322,279 was determined using the bid price (2022: 14

stocks valued at $122,560,389).

The notional value of forward foreign exchange contracts held at 30 June 2023 was $86,489,730

(2022: $91,940,677).

NOTE 3 OTHER LOSS/INCOME

2023 2022

$000$000

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

outstanding settlements

(49) 38

Total other (loss)/income (49) 38

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NOTE 4 OPERATING EXPENSES
2023 2022

$000$000

Management fee (note 11(a)(i)) 2,266 1,695

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

Directors' fees (note 11(b)) 180 187

Custody, accounting and brokerage 192 364

Investor relations and communications 154 134

NZX fees 77 61

Professional fees 43 39

Fees paid to the auditor:

Statutory audit and review of financial statements 51 48

Regulatory fees 48 23

Other operating expenses 70 65

Total operating expenses 3,240 2,775

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 2023

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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2023 2022
$000$000

Taxation expense is determined as follows:

Net profit/(loss) before tax 24,397 (61,248)

Non-taxable realised loss/(gain) on financial assets and liabilities 10,790 (41,312)

Non-taxable unrealised (gain)/loss on financial assets and liabilities (40,812) 88,762

Fair Dividend Rate income 8,697 11, 0 2 9

Exempt dividends subject to Fair Dividend Rate (541) (626)

Non-deductible expenses and other 124 284

Forfeit of tax credits 200 179

Taxable income/(loss for tax purposes) 2,855 (2,932)

Tax at 28% 799 (821)

Taxation expense/benefit comprises:

Current tax 56 50

Deferred tax 74 3 (871)

Total tax expense/(benefit) 799 (821)


Current tax balance

Opening balance - ( 2,179 )

Current tax movements 74 3 -

Ta x pa id 2 2,179

Losses utilised (743) -

Current tax receivable 2 -


Deferred tax balance

Opening balance 880 -

Current year (utilised)/losses (743) 871

Tax credits - 9

Deferred tax asset 137 880


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 $297 (2022: $1). 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 2023.

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FOR THE YEAR ENDED 30 JUNE 2023
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 206,666,696 fully paid ordinary shares on issue (2022: 200,605,735). 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 2023, Marlin did

not acquire any shares (2022: 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 (2022: nil).

c. Warrants

Warrant exercise costs of $16,838 were incurred in July 2022, relating to the May 2022 warrant

exercise. There were no shares issued for warrants exercised during the period.

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 3 November 2022, 50,502,702 new Marlin warrants were allotted, and quoted on the NZX Main

Board. One new warrant was issued to all eligible shareholders for every four shares held on record

date (2 November 2022). The warrants are exercisable at $0.99 per warrant, adjusted down for

dividends declared during the period up to the exercise date of 10 November 2023. Warrant holders

can elect to exercise some or all of their warrants on the exercise date. The net cost of issuing the

warrants of $11,474 is deducted from share capital.

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:

2023

$000

Cents per

share

2022

$000

Cents per

share

23 Sep 2022 3 ,711 1.8524 Sep 2021 4,795 2.52

16 Dec 2022 3,737 1.8517 Dec 2021 4,864 2.54

24 Mar 2023 3,380 1.6625 Mar 2022 4,800 2.49

23 Jun 2023 3,589 1.7523 Jun 2022 4,243 2.13

14,417 7.11 18,702 9.68

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

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ended 30 June 2023, 6,060,961 ordinary shares totalling $5,504,937 (2022: 5,528,602 ordinary
shares totalling $7,175,802) 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.

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.

2023 2022


Basic earnings/(losses) per share

Net profit/(loss) after tax attributable to shareholders of the Company ($'000) 23,598 (60,427)

Weighted average number of ordinary shares on issue net of treasury stock ('000) 202,972 192,821

Basic earnings/(losses) per share 11.6 3 c (31.34c)


Diluted earnings per share

Net profit/(loss) after tax attributable to shareholders of the Company ($'000) 23,598 (60,427)

Weighted average number of ordinary shares on issue net of treasury stock ('000) 202,972 192,821

Diluted effect of warrants ($'000)

1

- -

202,972 192,821

Diluted earnings/(losses) per share 11.6 3 c (31.34c)

1

Warrants on issue at the end of the period were not assumed to be exercised because they were antidilutive in

the period as the warrant exercise price (less dividends paid) of $0.94 was greater than the average share price

of $0.90 between the date of issue and 30 June 2023.

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.

2023 2022

$000$000

Interest receivable 5 -

Dividends receivable 7 -

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

Unsettled investment sales 2,535 -

Other receivables and prepayments 76 108

Total trade and other receivables 2,623 1,238

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FOR THE YEAR ENDED 30 JUNE 2023
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.

2023 2022

$000$000

Dividends payable 43 29

Related party payable (note 11(a)(i)) 210 201

Unsettled investment purchases 7, 8 4 5 -

Other payables and accruals 45 46

Total trade and other payables 8 ,14 3 276

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.

2023 2022

$000$000

Cash - New Zealand Dollars 7,414 2,434

Cash - International Currency 8,832 175

Cash and cash equivalents 16,246 2,609


Reconciliation of Net Profit/(Loss) after Tax to Net Cash Flows from

Operating Activities

Net profit/(loss) after tax 23,598(60,427)

Items not involving cash flows:

Unrealised losses on cash and cash equivalents 4 2

Unrealised (gains)/losses on revaluation of investments (40,812) 88,762

Unrealised gains on forward foreign exchange contracts (430) (372)

(41,238) 88,392

Impact of changes in working capital items

Increase/(decrease) in trade and other payables 7, 8 6 7 (2,951)

Increase in trade and other receivables (1,385) (1,127 )

Change in current and deferred tax 741 (3,059)

7, 2 2 3 ( 7,137 )

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2023 2022
$000$000

Items relating to investments

Amount paid for purchases of listed equity investments (49,514) (92,507)

Amount received from sales of investments net of realised gains/(losses) 8 7,74 6 75,048

Movements in unsettled purchases of investments ( 7,7 9 0 ) -

Movements in unsettled sales of investments 2,556 -

32,998 (17, 4 5 9 )

Net cash inflows from operating activities 22,5813,369


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 when incurred.

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 2023
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 11 RELATED PARTY INFORMATION CONTINUED

(i) Fees Earned and Payable:

20232022

$000$000

Fees earned by the Manager for the year ended 30 June

Management fees 2,266 1,695

Administration services 159 159

Operating expenses 2,425 1,854

For the year ended 30 June 2023, the Manager did not achieve a return in excess of the

performance fee hurdle return and the HWM (2022: Nil). Accordingly, the Company has not

expensed a performance fee (2022: Nil).

Fees payable to the Manager at 30 June

Management fees 197 188

Administration services 13 13

Related party payables 210 201

(ii) Related Party Receivables

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 no

balance date adjustment to reduce the management fee as the gross return did not underperform the

NZ 90 Day Bank Bill Index (30 June 2022: Underperformed by 24.7 percentage points). The Company

has no outstanding management fee credit to offset against future management fee expenses (30 June

2022: $1,129,932).

(iii) 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. There were no purchases for the year ended 30 June

2023 (2022: $169,224) and no sales (2022: $7,322,161).

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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 $179,719 including GST (2022:

$187,113 including GST). The Directors’ fee pool is $181,125 including GST for the year ended

30 June 2023 (30 June 2022: $181,125 including GST). There were no Director fees payable at the

end of the period (30 June 2022: nil).

The Directors held shares in the company as at 30 June 2023 which total 0.13% of total shares on

issue (30 June 2022: 0.11%). The Directors held warrants in the Company as at 30 June 2023 which

total 0.12% of toal warrants on issue (30 June 2022: Nil, as there were no warrants on issue at

30 June 2022).

Dividends of $17,853 (30 June 2022: $28,860) were also received by the Directors as a result of their

shareholding during the period.

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 79%

(2022: United States 83%).

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 2023 (2022:

Nil).

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.

The Company may use short-term fixed rate borrowings to fund investment opportunities. There

were no borrowings at 30 June 2023 (2022: Nil).

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FOR THE YEAR ENDED 30 JUNE 2023
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 profit after tax and shareholders’ equity to reasonably

possible changes arising from market risk exposure at 30 June as follows:

2023 2022

$000$000

Price risk

1


International listed equity investmentsCarrying value 183,358 175,5 4 4

Impact of a 20% change in market prices: +/- 36,672 3 5 ,10 9

Interest rate risk

2


Cash and cash equivalentsCarrying value 16,246 2,609

Impact of a 1% change in interest rates: +/- 162 26

Currency risk

3


Cash and cash equivalentsCarrying value 8,832 175

Impact of a +10% change in exchange rates (803) (16)

Impact of a -10% change in exchange rates 982 19

International listed equity investmentsCarrying value 183,358 175,5 4 4

Impact of a +10% change in exchange rates (16,669) (15,959)

Impact of a -10% change in exchange rates 20,373 19,505

Forward foreign exchange contractsCarrying value (1,471) (1,9 01)

Impact of a +10% change in exchange rates 7,863 8,358

Impact of a -10% change in exchange rates (9,610) (10,216)

Net foreign currency payables/receivablesCarrying value (5,243) 86

Impact of a +10% change in exchange rates 477 (8)

Impact of a -10% change in exchange rates (583) 10

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 A+ or equivalent (2022: AA-).

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 A+ or equivalent (2022: AA-).

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 A+ 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 2023 (2022: 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 in dividends.

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NOTE 13 NET ASSET VALUE
The net asset value per share of Marlin as at 30 June 2023 was $0.93 per share (2022: $0.89),

calculated as the net assets of $192,751,584 divided by the number of shares on issue of

206,666,696 (2022: net assets of $178,094,948 and shares on issue of 200,605,735).

NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2023

(2022: nil).

NOTE 15 SUBSEQUENT EVENTS

Dividend: The Board declared a dividend of 1.82 cents per share on 21 August 2023. The record

date for this dividend is 7 September 2023 with a payment date of 22 September 2023.

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

FOR THE YEAR ENDED 30 JUNE 2023

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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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 2023, 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 2023;

●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 theAuditor’s responsibilities for the audit of the financial statementssection 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 theInternational 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 this matter.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.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 2023, 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 2023;

●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 theAuditor’s responsibilities for the audit of the financial statementssection 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 theInternational 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 this matter.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz

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Description of the key audit matterHow our audit addressed the key audit matter
Valuation and existence of listed equity

investments

Listed equity investments (the

investments) are valued at $183 million

and represent 91% of total assets at 30

June 2023.

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 2023, all investments were

in companies that were listed on

recognised stock exchanges and were

actively traded with readily available,

quoted market prices.

All investments are held by Trustees

Executors Limited (the Custodian) on

behalf of 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 each of the

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 2022 to 31 March 2023. We

also obtained confirmation from Trustees Executors

Limited that there had been no material change to

the control environment in the period from 1 April 2023

to 30 June 2023.

We agreed the price for all investments held at 30

June 2023 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

MaterialityOverall materiality: $963,000, 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 mattersAs 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.

PwC

2

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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.

PwC

3

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2023

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59

Whowereportto
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 AccountantsAuckland

21 August 2023

PwC

4

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2023

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60

Spread of Shareholders as at 4 August 2023
Holding Range# of Shareholders# of Shares% of Total

1 to 99921583,6070.04

1,000 to 4,9995881,583,8560.77

5,000 to 9,9998005,475,0062.65

10,000 to 49,9992,05848,290,94723.37

50,000 to 99,99950735,517,56717.18

100,000 to 499,9993646 7, 5 6 7, 3 4 232.69

500,000 +3548,148,37123.30

TOTAL4,567206,666,696100%

20 Largest Shareholders as at 4 August 2023

Holder Name# of Shares% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>5,836,6062.82

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>5 , 3 41,13 32.58

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

AC C O U N T>

4,669,7752.26

CUSTODIAL SERVICES LIMITED <A/C 4>3,372,2181.63

ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M

SIMMONDS PARTNERSHIP A/C>

3,026,9081.46

LEVERAGED EQUITIES FINANCE LIMITED2 , 8 17, 4 3 21.36

FNZ CUSTODIANS LIMITED2,464,5131.19

JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER

JOHN CLARK <RIORDAN FAMILY A/C>

1,418,3290.69

THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN1,143,0000.55

JOHN ROBERT MACDONNELL1,043,0910.50

JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED

<BRIAN CURRIE NO 2 FAMILY A/C>

1,015,8250.49

PHILIP MICHAEL EDWARDES1,013,5690.49

RUSSEL ERNEST GEORGE CREEDY975,8600.47

PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD

<JEM FAMILY A/C>

8 8 7, 0 0 90.43

MARGARET MASSEY872,8030.42

BRIAN MAXWELL CURRIE & J D PATTERSON TRUSTEE LIMITED

<JANET CURRIE FAMILY A/C>

758,9100.37

DEREK JOHN SMITH & MAUREEN MARGARET SMITH750,0000.36

LEO ADRIAN KOPPENS750,0000.36

DAVID WILLIAM FREDERICK HAWORTH740,6250.36

LAPAUGE LIMITED719,6150.35

TOTAL3 9,617, 2 2119.17%

SHAREHOLDER INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2023

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Spread of Warrant holders as at 4 August 2023
Holding Range# of Warrant Holders# of Warrants% of Total

1 to 999687304,7930.60

1,000 to 4,9991,8304,802,2689.51

5,000 to 9,9998696,136,56012.15

10,000 to 49,99985117, 0 6 3 ,19 533.79

50,000 to 99,999926 ,13 0 , 4 6112.14

100,000 to 499,999518,791,01717. 41

500,000 +97, 2 74 , 4 0 814.40

TOTAL4,38950,502,702100%

20 Largest Warrant holders as at 4 August 2023

Holder Name# of Warrants% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1, 4 5 9,15 22.89

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>1,041,2422.06

CUSTODIAL SERVICES LIMITED <A/C 4>850,9281.68

RICHARD JAMES THOMAS847,8831.68

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

AC C O U N T>

8 01,7651.59

FNZ CUSTODIANS LIMITED632,8671.25

JOHN ALBERT GALT571,36 01.13

LEVERAGED EQUITIES FINANCE LIMITED5 6 9, 2111.13

CHARLES LEONARD MICHAEL MORING500,0000.99

ANDREW PAUL LISSAMAN EVERIST490,9480.97

CLARE FOGARTY3 9 7, 9 9 80.79

JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER

JOHN CLARK <RIORDAN FAMILY A/C>

354,5830.70

STEPHEN THOMAS WRIGHT339,0440.67

DAVID SYLVESTER MACKIE338,3170.67

THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN271,20 60.54

JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED

<BRIAN CURRIE NO 2 FAMILY A/C>

239,4010.47

RUSSEL ERNEST GEORGE CREEDY239,0960.47

PHILIP MICHAEL EDWARDES238,8700.47

ROGER WILLIAM CLARK2 3 7, 4 0 00.47

MAYHAP LIMITED233,2920.46

TOTAL10,654,56321.1%

SHAREHOLDER INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2023

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62

Directors’ Relevant Interests in Equity Securities as at 30 June 2023
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 2023 are as follows:

SharesWarrants

Held DirectlyHeld by

Associated

Person

Held DirectlyHeld by

Associated

Persons

R A Coupe

(1)

100,58123,704

C A Campbell

(2)

154,08936,315

D M McClatchy

(3)

5,9221,39 6

F A Oliver

(4)

2,890695

(1)

R A Coupe purchased 4,315 shares on market in the year ended 30 June 2023 as per the Marlin share purchase plan

(purchase price $1.14). R A Coupe acquired 7,449 shares in the year ended 30 June 2023, issued under the dividend

reinvestment plan (average issue price $0.92). R A Coupe was allocated 23,704 warrants in the year ended 30 June 2023.

(2)

C A Campbell purchased 3,220 shares on market in the year ended 30 June 2023 as per the Marlin share purchase plan

(purchase price $1.14). C A Campbell acquired 11,412 shares in the year ended 30 June 2023, issued under the dividend

reinvestment plan (average issue price $0.92). C A Campbell was allocated 36,315 warrants in the year ended 30 June 2023.

(3)

D M McClatchy purchased 3,250 shares on market in the year ended 30 June 2023 as per the Marlin share purchase plan

(purchase price $1.14). D M McClatchy acquired 438 shares in the year ended 30 June 20223, issued under the dividend

reinvestment plan (average issue price $0.92). D M McClatchy was allocated 1,396 warrants in the year ended 30 June 2023.

(4)

F A Oliver purchased 2,780 shares on market in the year ended 30 June 2023 as per the Marlin share purchase plan

(purchase price $1.14). F A Oliver acquired 110 shares in the year ended 30 June 2023, issued under the dividend

reinvestment plan (average issue price $0.87). F A Oliver was allocated 695 warrants in the year ended 30 June 2023.

Directors Holding Office

Marlin’s directors as at 30 June 2023 were:

• R A Coupe (Chair)

• C A Campbell

• D M McClatchy

• F A Oliver

In accordance with the Marlin constitution and NZX Listing Rules, Fiona Oliver was elected as a director at the 2022

Annual Shareholders’ Meeting. Andy Coupe retires by rotation at the 2023 Annual Shareholders’ Meeting and being

eligible offers himself for re-election.

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

2023

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63

Directors’ Relevant Interests
The following are relevant interests of Marlin’s directors as at 30 June 2023:

R A CoupeKingfish LimitedChair

Barramundi LimitedChair

Coupe Consulting LimitedDirector

Briscoe Group Limited Director

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 LimitedChair

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 SuperannuationBoard Member

Trust Investment ManagementDirector

F A OliverKingfish LimitedDirector

Barramundi LimitedDirector

Gentrack Group LimitedDirector

First Gas GroupDirector

Freightways LimitedDirector

Wynyard Group Limited (in liquidation)Director

New Zealand Water PoloDirector

Summerset Group Holdings LimitedDirector

Guardians of NZ SuperannuationBoard Member

STATUTORY INFORMATION CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2023

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64

Auditor’s Remuneration
During the 30 June 2023 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers

New Zealand.

$000

Statutory audit and review of financial statements51

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 2023.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2023

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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

2023

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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.