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Marlin Global 2024 Annual Report

Annual Report26 September 2024MLNFinancials

ANNUAL REPORT
30 JUNE

2024

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2024

l


2

03About Marlin

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

20Marlin Portfolio Companies

28Board of Directors

29Corporate Governance Statement

38Directors’ Statement of Responsibility

39Financial Statements

58Independent Auditor’s Report

62Shareholder Information

64Statutory Information

67Directory

CONTENTS

Andy Coupe / Chair Carol Campbell / Director

This report is dated 14 September 2024 and is

signed on behalf of the Board of Marlin Global

Limited by Andy Coupe, Chair, and Carol

Campbell, Director.

CALENDAR

Next Dividend Payable

27 September 2024

Annual Shareholders’

Meeting, Ellerslie Event

Centre, Auckland 10:30am

6 November 2024

Interim Period End (1H25)

31 December 2024

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ABOUT MARLIN GLOBAL

INVESTMENT OBJECTIVES

INVESTMENT APPROACH

Marlin Global Limited (“Marlin” or “the Company”) is a listed investment company

that invests in quality, growing companies based outside New Zealand and Australia.

The Marlin portfolio is managed by Fisher Funds Management Limited

(“Fisher Funds” or “the Manager”), a specialist investment manager with a track

record of successfully investing in quality, growth companies. Marlin listed on NZX

Main Board on 1 November 2007 and may invest in companies that are listed on

any approved stock exchange (excluding New Zealand or Australia) or unlisted

companies not incorporated in New Zealand or Australia.

The investment philosophy of Marlin is summarised by the following broad principles:

• invest as a medium to long-term investor exiting only on the basis of a fundamental

change in the original investment case;

• invest in companies that have a proven track record of growing profitability; and

• construct a diversified portfolio of investments, based on the ‘STEEPP’ investment

criteria (see pages 18 and 19).

The key investment objectives of Marlin are to:

• achieve a high real rate of return, comprising both income and capital growth,

within risk parameters acceptable to the directors; and

• provide access to a diversified portfolio of international quality, growth stocks

through a single tax efficient investment vehicle.

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DIVIDENDS paid during the year ended 30 June 2024 (cents per share)

Total for the year ended 30 June 2024 7.59 cents per share (2023 : 7.11 cps)

DIVIDENDS PAID

22 SEPTEMBER 2023

15 DECEMBER 2023

28 MARCH 2024

27 JUNE 2024

1.82

cps

1.83

cps

1.86

cps

2.08

cps

AT A GLANCE

For the 12 months ended 30 June 2024

Net profit

$

3 7. 2 m

As at 30 June 2024

Share price

$

0.96

Gross

performance

return

22.9

%

NAV per share

$

1.03

Total

shareholder

return

13.8

%

Adjusted NAV

return

19.5

%

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LARGEST INVESTMENTS

As at 30 June 2024

As at 30 June 2024

SECTOR SPLIT

Microsoft

7

%

Amazon

9

%

Floor &

Décor

6

%

Alphabet

6

%

Meta

Platforms

5

%

Healthcare 30%

Consumer Discretionary 19%

Information Technology 18%

Communication Services 18%

Financials 8%

Consumer Staples 4%

Cash and FFX 3%

As at 30 June 2024

GEOGRAPHICAL SPLIT

North America 85%

West Europe 8%

Asia 4%

Cash and FFX 3%

These are the five largest percentage holdings in the Marlin portfolio

1

. The full Marlin portfolio and percentage holding data

as at 30 June 2024 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 2024

year with a net

profit of $37.2m,

a 58% increase

on the prior year.”

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There has been volatility in global equity markets
due to factors such as recessionary concerns,

high interest rates in response to inflation, and

geopolitical uncertainty. However, international

equity markets have gained significantly in 2024,

although some of those gains have only occurred

in specific market sectors or been driven by only a

handful of technology companies.

In the US, 2024 has had one of the strongest starts

to a year on record – and the second-best start to an

election year in 100 years. The US S&P 500 has gained

14.5% year to date, while the broader MSCI World Index

has gained 10.8%. However, 60% of the US S&P 500’s

gain has been driven by just six big tech stocks (Nvidia,

Amazon, Microsoft, Meta, Alphabet, and Apple). These

stocks, which include AI chip maker Nvidia (+149% this

year), have all benefitted from the current market frenzy

around Artificial Intelligence (AI).

Companies with structural growth linked to AI, including

silicon chip manufacturers, datacentres, and electricity

generators are prominent among the top gainers in

markets this year. Of the seven largest gainers in the

S&P 500 this year, six have benefitted from AI-related

themes – either through the production of silicon chips

and servers, or through the provision of clean and

reliable power (e.g. nuclear) for the booming build-out of

datacentres.

The Manager has built on the half-year net profit of

$10.2m (as at 31 December 2023) to end the

30 June 2024 financial year with a $37.2m net profit.

While the Adjusted NAV return

2

was +19.5%, the total

shareholder return

1

was +13.8%, reflecting a share

price at a greater discount to NAV at year end. The

gross performance return

3

of 22.9% was well ahead of

the Company’s benchmark index

4

, which was +15.2%.

With the majority of the companies within the Marlin

portfolio delivering solid earnings, the board has

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 the medium to longer-team.

Revenues and Expenses

The 2024 result comprised gains on investments of

$41.6m, dividend, interest, and other income of $1.3m,

less operating expenses and tax of $5.8m. Overall

operating expenses and tax were $1.7m higher than

the prior year principally due to:

a) higher management fees due to the higher

portfolio gross asset value and the provision for a

$0.9m performance fee in the current year, verses

no performance fee in the prior year, and

b) a higher tax expense in the current year.

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 2024, Marlin paid 7.59

cents per share in dividends. The next dividend will be

2.07 cents per share, payable on 27 September 2024

with a record date of 5 September 2024.

Marlin has a dividend reinvestment plan which

provides 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

5

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 16 May 2024, 53.7m new warrants were allotted.

One new warrant was issued to eligible shareholders

for every four shares held on the record date (15 May

2024). The warrants are exercisable on 16 May 2025

at $1.04 per warrant, adjusted down for dividends

declared during the period commencing from the

allotment of the warrants, up to the announcement of

the 16 May 2025 exercise price.

The prior Marlin warrant (MLNWF) had an exercise

date of 10 November 2023, when warrant holders

had the option to convert their warrants into ordinary

shares at an exercise price of $0.92 per warrant. On

the exercise date, 3.8m warrants out of a possible

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

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 June202420232022202120205 years

(annualised)

Total Shareholder Return13.8%(11.1%)(27.6%)88.5%21.5%10.9%

Adjusted NAV Return19.5%13.8%(25.6%)40.3%16.6%10.6%

Dividend Return

1

7. 9 %7. 3 %7. 0 %6.9%8.3%

Net Profit / (Loss)$ 3 7. 2 m$23.6m($60.4m)$69.2m$22.6m

Basic Earnings per Share17. 5 9 c p s11.63cps(31.34)cps39.55cps15 .18 c p s

OPEX Ratio2.2%1.7%1.1%3 .1%2.9%

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


As at 30 June20242023202220212020

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

Adjusted NAV$3.53$2.95$2.60$3.49$2.49

Share Price$0.96$0.92$1.12$1.6 0$0.98

Warrant Price$0.03$0.01-$0.26$ 0 .10

Share Price Discount/(Premium) to NAV

2

5.8%1.1%(25.8%)(30.5%)2.9%


50.5m warrants were converted into Marlin ordinary

shares. The new shares were allotted to warrants

holders on 15 November 2023 and the additional

funds were invested during November 2023.

Share Buybacks

The share buyback programme

6

is another part of

Marlin’s capital management programme. Share

buybacks only occur when the share price discount

to NAV exceeds 6%. During the 12 months to 30 June

2024 there were 0.4m buybacks (FY23: Nil).

Annual Shareholders’ Meeting

The 2024 annual meeting will be held on Wednesday

6 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 2024 financial year has produced some rewarding

returns for patient investors. The board remains

supportive of 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 6 November.

On behalf of the board,

Andy Coupe, Chair

Marlin Global Limited

14 September 2024

6

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

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

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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 June202420232022202120205 years

(annualised)

Gross Performance Return22.9%16.4%(24.9%)46.7%19.8%13.6%

Benchmark Index

3

15.2%15.3%(12.8%)3 7. 8 %0.04%9.8%

Performance Fee Hurdle

4

10.8%9 .1%5.8%5.3%6.2%

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 (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

2023

Nov

2017

Nov

2018

Nov

2019

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Sam Dickie
Senior Portfolio Manager

MANAGER’S REPORT

“We believe that

having a long-term

orientation and

investing in high-

quality and growing

businesses is one

of the best ways to

build wealth.”

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Chart 2: US and global economic growth upgraded
strongly, albeit slowing recently

This set up the March quarter for a much broader global

stock market rally. 2023 stock market returns were

driven primarily by technology companies. The tech-

heavy Nasdaq index was +56% vs the S&P500 equal

weighted index (which removes the disproportionate

influence of large tech) +11%. Supercharged by higher

forecasted economic growth, returns were driven by

a much broader mix of stocks. Cyclical sectors like

banks and energy companies, which are typically more

sensitive to shifts in economic expectations, were up

more than tech.

In the June quarter, the final quarter of Marlin’s financial

year, the economic growth upgrades we had seen

stopped, and in fact, turned to slight downgrades. It is a

reminder that while it appears central banks have done

a stellar job taming inflation and allowing economies to

“soft land”, the lagged impacts of the sharpest rate rise

cycle in history are continuing to bite. This drove a sharp

underperformance in the same cyclical sectors that

outperformed in the prior quarter. This was offset by the

ongoing rally in a narrow subset of AI-related stocks like

Nvidia and Apple, which we discuss further below.

Markets were in large part driven by three major factors

this year: inflation and interest rates, economic growth,

and the AI boom.

The biggest surprise has been how these

macroeconomic and market crosswinds changed each

quarter. This is rare and is still a hangover from COVID.

In the September quarter, global equity markets sold off

around 10% into quarter-end as medium and long-term

interest rates moved higher again. There were concerns

that the robust economic growth was causing inflation

to be a little bit stickier than the market had expected.

While runaway inflation seems like ancient history now,

it was (and still is) a little higher than is ideal. But despite

the slight uptick in the September quarter of 2023, it

continued its downward trajectory.

Chart 1: Global inflation – tamed but not conquered

The December quarter was strong as the market’s

interpretation of the economic backdrop was much

rosier − excited about a soft economic landing,

declaring victory on inflation and anticipating a

much lower interest rate environment in the months

ahead. Global and especially US economic growth

expectations were upgraded meaningfully during the

year. In June 2023, economists were forecasting a tepid

0.6% growth for the US economy for 2024. By the end

of April 2024, economists were forecasting 2.4%.

The Marlin 2024 year consisted of four distinct quarters of divergent market and macroeconomic

backdrops, which is rare. Inflation concerns, a strong rebound in growth expectations, a

tapering of growth expectations, and finally central banks showing a willingness to ease policy,

all transpired to create volatility but also opportunity for Marlin. The artificial intelligence boom

underpinned strong global stock market returns throughout the year. For longer-term investors,

these shifts in macroeconomic sentiment create investment opportunities, and this year has

reinforced the importance of Marlin’s long-standing investment philosophy – investing in a

portfolio of high-quality businesses that have a proven track record of growing profitability.

Amidst this shifting backdrop, Marlin delivered a gross performance of +23% for shareholders,

significantly more than the +15% for the market.

11%

10%

9%

8%

7%

6%

5%

4%

3%

2%

1%

0%

Global inflation: better but not good enough

J a n -15

J a n -16

J a n -17

J a n -18

J a n -19

Jan-20

Jan-21

Jan-22

Jan-23

Jan-24

Major central bank inflation target

Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24

2.5%

2.0%

1.5%

1.0%

US GDP Economic Forecast

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Chart 3: Cyclical sectors reversed strong
performance in the June 2024 quarter, while tech

stocks continued to rally.

The overall result was a strong year for Marlin, +22.9%

gross performance, well ahead of the benchmark at

+15.2%. Over the last five years, the Marlin portfolio has

delivered a gross return of +13.6% pa, compared with

the market benchmark which has returned +9.8% pa.

Chart 4: Marlin annualised returns: Gross

Performance return vs Global Benchmark return

(to 30 June)

MANAGER’S REPORT CONTINUED

Two speed market (AI...and everyone else)

While the rising tide was lifting ‘all’ boats at the start of

the year, that dynamic has changed. Now, there are

two very different parts of the stock market, running at

different speeds.

Companies with structural growth linked to AI –

including silicon chip manufacturers, datacentres, and

even electricity generators – stand out among the top

performers in markets this year. While the US S&P 500

index is up 14.5% in the calendar year-to-date, over 60%

of this gain has been driven by just six big tech stocks:

NVIDIA, Amazon, Microsoft, Meta, Alphabet and Apple.

These stocks, and particularly AI-chipmaker NVIDIA

(+149% this year), have benefitted from the current

artificial intelligence (AI) boom.

Chart 5: AI and tech stocks have driven most of the

market performance year-to-date

The excitement around AI has benefited investors

materially over the last 18 months. The question now is

whether these parts of the market are overhyped.

People are very excited that artificial intelligence is going

to change the way we do business, the way we search,

and how we interact with companies. The market is

convinced a few companies are going to make literally

trillions of dollars of value out of that.

While we agree with the longer-term benefits of AI, we

believe it will take longer to realise these benefits than

people expect. As American scientist Roy Amara once

said, we typically overestimate new technologies in the

short term, and underestimate them in the long term.

While we are nowhere near the speculative excesses of

the DotCom bubble, there are some parallels. The world-

wide web was first opened to the public in 1993, and like

artificial intelligence now, people saw the potential for

the internet to change how business operates and how

we live our lives. Yet, many of the benefits of the internet

we take for granted today, were not realised until many

years after the bubble, by companies such as Amazon,

Google, Meta and Netflix.

25.0%

20.0%

15.0%

10.0%

5.0%

0.0%

3 years

(annualised)

12 Months5 years

(annualised)

Since

inception

(annualised)

Marlin Gross Performance Global Benchmark

22.9%

15.2%

2.4%

5.0%

13.6%

9.8%

11. 5%

8 .1%

15%

10%

5%

0%

-5%

IndustrialFinancialsEnergyS&P500Te ch

Performance for quarter ended 31 March 2024

Performance for quarter ended 30 June 2024

15%

10%

5%

0%

-5%

IndustrialFinancialsEnergyS&P500Te ch

Magnificent 7 (AMZN,

META, GOOGL, MSFT,

NVDA, AAPL, TSLA)

S&P500S&P500 ex-

Magnificent 7

35%

30%

25%

20%

15%

10%

5%

0%

31%

19%

14%

Returns Year-to-date

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That said, we have exposure to the AI thematic via
cloud providers like Microsoft, Google and Amazon, or

ASML which has a near monopoly on the manufacturing

equipment that makes semiconductor chips. We also

have exposure via the biggest users of AI technology

(such as Meta). These companies are seeing real

benefits from their AI investments today. Take Meta,

which is using AI to drive increased engagement in its

social media apps, which in turn is helping it attract more

advertising dollars.

In times of macroeconomic and market divergence

like we have seen in this last year, it’s important to be

selective.

We continue to seek (a) high quality businesses with

a sustainable competitive advantage; (b) companies

with long growth runways (and ideally the ability to

grow even in a tough environment); and (c) companies

that are managed by long-term focused and aligned

management teams.

This approach has helped the Marlin portfolio perform

well against a volatile backdrop over the last year; and

we continue to use this macroeconomic and market

volatility to identify investment opportunities both within

our portfolio and in the wider market.

Performance highlights and lowlights

Positive contributors

The top performers in the Marlin portfolio were Meta,

Amazon, Alphabet, Boston Scientific and Netflix.

Meta’s (+76%) revenue growth reaccelerated through

the year to 25% after suffering from a post-pandemic

slowdown. On top of this, CEO Mark Zuckerberg

delivered on his year of efficiency plan, reducing

headcount by almost a quarter, resulting in operating

income margins increasing from ~25% to ~40%. Meta

remains committed to investing in AI and the metaverse.

Meta’s AI recommendation systems are delivering

increasing amounts of content to users rather than users

searching for that content themselves. AI delivered

content increases engagement (users opening their Meta

apps more frequently and for longer), which increases

advertising slots and potential revenue for Meta. While

Meta continues to invest behind the metaverse, ~80% of

Meta’s spending is on its core Family of Apps business

which generates attractive margins and free cash flow.

With ~3.2bn people using at least one of Meta’s apps

each day, Meta’s digital properties are a key component

in any advertisers’ budgets.

Amazon (+48%) delivered improving revenue growth,

margin expansion and accelerated earnings growth.

Amazon’s cloud computing business, Amazon Web

Service (AWS), faced headwinds coming out of the

pandemic driven by tightening information technology

(IT) customer spend. This headwind has abated and

AWS has reaccelerated revenue growth as the shift

to cloud computing continues. Amazon’s advertising

business remains a star performer, growing by more

than 20% with very high underlying margins. Amazon

delivered impressive operating income margin expansion

as the company grew into its expanded logistics

infrastructure, which serves its e-commerce business.

Operating income margins improved from 2% to 6%,

and operating income grew ~200% in the last year. We

think margin expansion will continue to be delivered

in the future, and Amazon has a long growth runway

ahead with the shift to cloud computing, e-commerce

penetration and digital advertising penetration.

Alphabet (+52%) launched ChatGPT in November 2022

and other similar information search chat tools, raising

concerns that Google Search’s dominance would be

disrupted and was therefore deemed an AI-laggard.

Throughout the year, Alphabet not only demonstrated

this not to be the case but accelerated revenue growth in

their Search business, in which they have 90%+ market

share. Alphabet is leading the way with AI investment,

rolling out Gemini (their AI chat tool) and Search

Generative Experience (SGE), which is Google Search

augmented with AI responses. To date, testing results

show that with SGE, consumers are performing more

searches, with increased satisfaction and engagement,

and it expands the types of queries that can be

addressed, increasing the advertising pie for Alphabet.

Like its peers, Alphabet continues to focus on profitable

growth, reducing headcount by 4% in the last year,

and we expect profit margins to expand in the future.

We think Alphabet continues to be well positioned to

capitalise on digital advertising, digital commerce, digital

media consumption, and increasing cloud computing.

Boston Scientific (+42%) is a manufacturer of innovative

medical devices used to treat a range of medical

conditions from heart disease to neurological disorders.

Through a series of acquisitions and investment in

research and development, Boston Scientific has built a

strong pipeline of products across several fast-growing

medical device markets, with potential revenues in the

billions of dollars. The successful launch of new products

such as the Farapulse device for treating atrial fibrillation

(a heart condition which increases the risk of death),

has propelled Boston Scientific’s revenue growth rate

from 7% historically to over 12% today, giving it one

of the faster growth profiles amongst listed medical

device companies. We believe Boston Scientific’s strong

position and continued investment in new therapies will

drive above market growth for the years ahead.

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MANAGER’S REPORT CONTINUED
Netflix’s (+53%) strong growth over the period was

driven by significant increases in both subscriber

numbers and revenue. Global paid memberships

rose by 16.5% year-over-year, reaching 277.65 million.

Strategic initiatives, such as paid account sharing and

an ad-supported membership tier, have proven effective

in monetising its user base more efficiently. Despite

some market fluctuations, Netflix maintained its position

as a dominant player in the global streaming market,

continuing to innovate and expand its offerings to

attract and retain subscribers. The company’s creative

success was further underscored by its impressive

107 nominations for the 76th Annual Primetime Emmy

Awards, making it the most nominated individual

network. Netflix’s ability to generate substantial profits,

in contrast to its competitors’ losses, has strengthened

its market position. These factors are expected to

drive robust free cash flow growth in the long term by

monetising non-paying users, attracting price-sensitive

new subscribers, and reducing churn. With Netflix now

up approximately 150% from its lows, the company

has demonstrated resilience and adaptability in a highly

competitive streaming landscape.

Detractors from performance

The biggest detractors from portfolio performance

were our small discount dollar store positions and Floor

& Décor which were impacted by macroeconomic

cross currents, and Edwards Lifesciences that is facing

growth challenges in its core medical device market.

Dollar General (-28%) and Dollar Tree (-26%) both

underperformed as their core low-income customer

base struggled with the rising cost of living. Customers

are spending less and are giving priority to necessities-

driven categories over higher profit margin discretionary

ones. Like retailers around the world, the dollar stores

are seeing elevated levels of shoplifting and employee

theft which is also hurting company profit margins.

While the companies are putting initiatives in place to

reduce theft, these will take time to make an impact.

This tough backdrop has added to what was already

a challenging period for these companies. Dollar

Tree and Dollar General are both in turnaround mode

following COVID induced supply-chain pressures and

wage inflation, with both companies making material

investments into the business, closing unprofitable

stores and reducing the pace of store rollouts. We

exited Dollar General in September 2023 due to the

lack of clarity over its steady state earnings and lower

confidence in management. In early October 2023,

Dollar General announced the reappointment of

former CEO Todd Vasos, which gave investors more

confidence around the turn-around. We subsequently

added Dollar General back into the portfolio at a

small position size. Historically both businesses have

performed well in tough economic times as consumers

“trade-down” to the lower price points and private

labels on offer at the dollar stores. While there have

been some promising signs that the company initiatives

are taking hold, this remains a dynamic space and we

have seen pockets of elevated competition from large

retailers such as Walmart as they compete for the

“trade-down” consumers; and our dollar store positions

remain under a close watch.

Edward Lifesciences (-2%) is the leading manufacturer

of replacement heart valves for the treatment of

valvular heart disease. Edward’s pioneered a minimally

invasive approach to aortic valve replacement, called

TAVR, where the replacement valve is placed through

an artery in the leg, providing a safer alternative to

traditional open-heart surgery. As TAVR has effectively

become the standard of care and penetration has

risen, Edward’s revenue growth has slowed from its

historically high levels, which has negatively impacted

the stock performance this year and post balance date.

TAVR will drive steady but unspectacular growth. Over

time, this will be enhanced by its rapidly growing newer

products that treat the mitral and tricuspid heart valves.

Floor & Décor (-4%) continues to work through industry

headwinds, with existing home sales remaining near

GFC lows. House sales activity benefits Floor & Décor

as homeowners are more likely to redo their flooring

either before or after a home purchase. However,

with high mortgage rates and house prices remaining

high, house sales activity is subdued as owners are

reluctant to move or refinance from low-rate mortgages

to higher-rate mortgages. Despite this tough backdrop,

Floor & Décor continues to take market share from

competitors and continues to open new stores. Floor

& Décor currently has 230 stores and is targeting 500

stores in the long term. Market share gains are driven by

Floor & Décor’s superior value proposition of everyday-

low-prices, more selection and more in-stock, which

continues to be ahead of the competition. We think the

market is overly concerned with the short-term macro-

outlook for the business and is forgetting about the

long-term opportunity ahead for Floor & Décor.

MARLIN GLOBAL LIMITED

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14

Portfolio additions and exits
We have made several changes to the Marlin portfolio in

the last six months.

Overall, we believe these changes improve the quality of

the portfolio.

New portfolio additions

We added ASML to Marlin. ASML has 100% market

share in the cutting-edge lithography machines that are

used to manufacture the most advanced semiconductor

chips such as those used in smartphones and laptops.

Advances in areas such as AI and autonomous driving

will require increasing amounts of these advanced

semiconductor chips, which will drive demand for

ASML’s advanced lithography machines. While the

AI spotlight is currently on companies like Nvidia or

AMD that are generating AI revenues today, ASML’s

AI revenue is currently minimal, but this long-term

structural demand for increased computing power will

underpin ASML’s revenue growth over the medium-to-

longer term.

We also added two medical equipment companies to

the portfolio, Intuitive Surgical and Dexcom. We took

the opportunity to add them to the portfolio as both

companies sold off through the second half of 2023 on

GLP-1 weight loss drug concerns.

Intuitive Surgical is the leading manufacturer of soft-

tissue surgical robotics, used to assist surgeons to

perform minimally invasive surgical procedures. Intuitive

has nearly 100% market share, despite the recent entry

of competitive robotic systems. In March, the company

announced the launch of its first new system in over

10 years, the Da Vinci 5. With an impressive array

of upgrades and new features; this launch will help

maintain Intuitive’s technical lead versus its competitors;

and demand has been strong in the early months of the

launch.

Dexcom develops, manufactures, and distributes

continuous glucose monitoring (CGM) devices for

people with Type-1 and Type-2 diabetes, which impacts

hundreds of millions of people globally. The market for

CGM devices is largely split between Dexcom and the

Abbott Libre. The barriers to entry in CGM devices are

due to high upfront investment and specialist know-

how. It takes years to innovate and develop a new

sensor before receiving regulatory clearance. Compared

to finger pricking, CGM devices achieve better health

outcomes from continuous glucose readings vs. a

static one-off, similar or better accuracy, and more

convenience. With only ~6-7% of the diabetic population

globally using a CGM device, Dexcom is positioned for

years of growth, albeit it has been very volatile recently

given execution issues as the company grows rapidly.

Portfolio exits

We exited Alibaba during the year. Alibaba has faced

several years of increased competition from both

live-streaming companies like Douyin and Kuaishou;

and low-cost e-commerce companies like Pinduoduo.

Against a tough economic backdrop, competition in

the China e-commerce sector has stepped up further

recently – with Alibaba having to increase investment to

improve user engagement and ‘price competitiveness’.

This not only impacts revenue growth, but also

necessitates further investment, creating uncertainty

around the company’s ability to improve margins.

We exited PayPal during the year. PayPal had an early

lead in e-commerce payments due its trusted brand,

security, and being the most frictionless checkout

option (vs. manual card-entry and guest checkout).

This created a loyal core customer base and was

particularly important in the early days of e-commerce

as consumers and merchants had less trust of one

another. These advantages have eroded, and PayPal is

losing market share. PayPal is facing stiff competition

from multiple large competitors such as Apple Pay,

Shop Pay, and Amazon’s Buy with Prime. Consumers

have become more comfortable transacting with

unknown merchants using other wallet options and/

or entering card credentials directly to checkout, which

was the key value proposition advantage PayPal had

when e-commerce was more nascent.

We exited homebuilder NVR during the year. We bought

NVR in May 2021. The company delivered a 15% p.a.

return vs. +4% return from the S&P 500. 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 were

originally at all-time highs given appreciation in house

prices, and we saw a risk that profit margins would fall.

MARLIN GLOBAL LIMITED

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Portfolio positioning
The Marlin portfolio comprised 22 companies as at 30

June 2024, diversified across a range of sectors.

Chart 6: Marlin portfolio - Sector split

Chart 7: Marlin portfolio - Geographical split

MANAGER’S REPORT CONTINUED

The information in the Directors’ Overview and in this Manager’s Report has been prepared as at mid-August 2024. 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 Managers’ 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

The speed of change in macroeconomic sentiment has

been an ongoing feature since COVID and we expect

this to continue. Since COVID, economists are having a

much tougher time accurately forecasting US and global

GDP growth. The difference between the initial forecast

and the final number can be as wide as 2.0-2.5%: so

3-4x the normal forecasting error.

Given our belief that having a long-term orientation and

investing in high-quality and growing businesses is one

of the best ways to build wealth, these big swings in

macroeconomic sentiment are potential opportunities.

We have continued to upgrade the quality of

the portfolio. The average quality and growth

characteristics, as captured via our STEEPP framework,

have improved over the year.

Sam Dickie, Senior Portfolio Manager

Fisher Funds Management Limited

14 September 2024

18

%

COMMUNICATION

SERVICES

30

%

8

%


HEALTH CARE


FINANCIALS

19

%

CONSUMER

DISCRETIONARY

18

%

INFORMATION

TECHNOLOGY

4

%


CONSUMER

STAPLES

3

%


CASH AND FFX

85

%

NORTH

AMERICA

8

%

WEST

EUROPE

3

%

CASH AND FFX

4

%

ASIA PACIFIC

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Headquarters Company%
Holding

ChinaTencent Holdings4.0%

Ireland Icon4.5%

United

Kingdom

Greggs Plc4 .1%

United StatesAlphabet5.9%

Amazon.Com9.3%

ASML Holding2.5%

Boston Scientific3.9%

Danaher Corporation4 .1%

Dexcom Inc4.9%

Dollar General2.1%

D olla r Tre e2.0%

Edwards Lifesciences

Corp.

4.5%

Floor & Décor Holdings5.6%

Gartner Inc4.4%

Intuitive Surgical Inc4.0%

Mastercard5.2%

Meta Platforms Inc5.4%

Microsoft7.1%

MSCI Inc2.4%

Netflix2.5%

salesforce.com4.2%

UnitedHealth Group Inc4.0%

Equi t y Tot a l96.6%

New Zealand dollar

cash

0.5%

Total foreign cash2.7%

Ca s h Tot a l3.2%

Forward foreign

exchange contracts

0.2%

TOTAL100.0%

Portfolio Holdings Summary

as at 30 June 2024

MARLIN GLOBAL LIMITED

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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 they have

the proven ability to provide

a high or improving return on

invested capital.

Fisher Funds employs an investment analysis model that it calls the STEEPP process 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 2024.

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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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+52

%

+48

%

+1 1

%

Total Share ReturnTotal Share ReturnTotal Share Return

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 2024 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 2024.

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. Alphabet also owns

YouTube, the leading online video

sharing platform, and is a leading

cloud computing provider through

Google Cloud Platform (GCP).

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.

UNITED STATES

What does it do?

ASML is the leading manufacturer

of lithography machines used to

produce semiconductor chips.

Described by some as the most

complex machines ever built,

these lithography machines can

be as large as a bus, contain over

100,000 parts and cost hundreds

of millions of dollars.

Why do we own it?

ASML has 100% market share

in the cutting-edge lithography

machines that are used to

manufacture the most advanced

semiconductor chips such as

those used in smartphones and

laptops. Advances in areas such

as AI and autonomous driving

will require increasing amounts of

these advanced semiconductor

chips, which will drive ongoing

demand for ASML’s lithography

machines.

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MARLIN PORTFOLIO

COMPANIES

+42

%

Total Share Return

+18

%

+0.4

%

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?

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 to 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.

UNITED STATES

What does it do?

Dexcom is a leading player in

continuous glucose monitoring

(CGM) devices for people with

diabetes, which impacts hundreds

of millions of people globally.

Why do we own it?

Dexcom benefits from high

barriers to entry in CGM devices

due to high upfront investment

and specialist know-how. It takes

years to innovate and develop

a new sensor before receiving

regulatory clearance. Compared

to finger pricking, CGM devices

achieve better health outcomes

from continuous glucose readings

vs. a static one-off, similar or

better accuracy, and more

convenience. Only circa 6-7% of

the diabetic population globally

use a CGM device, so Dexcom is

well positioned for many years of

growth.

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22

-2

%

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

-26

%

Total Share Return

UNITED STATES

What does it do?

Dollar Tree is a discount store

retailer operating under two

brands: Dollar Tree and Family

Dollar, with the latter being

acquired in 2015. Both banners

have around 8,000 stores and

provide a value-for-money retail

offering, predominantly to lower

income households. The Family

Dollar brand is focused on

everyday items (toothpaste, bread,

laundry detergent, etc), whereas

the Dollar Tree brand sells more

discretionary items focusing on

events like birthdays and back

to school or holidays like Easter,

Halloween, and Christmas.

Why do we own it?

Dollar Tree is expanding its range

of products to include higher

priced items which allows them

to sell a more relevant and wider

choice of products, such as value-

for-money food items. This should

drive growth in store sales as

existing customers embrace this

wider range of products, and new

customers are attracted to the

improved assortment, especially

as consumers look for value-for-

money given the rising cost of

living.

Total shareholders return in local currency sourced from Bloomberg.

-28

%

Total Share Return

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 circa 18,900 Dollar

General stores across the US,

and the company is rolling out

approximately 800 new stores

every year. We believe the company

should deliver strong earnings

growth as Dollar General expands

its store base at attractive returns,

takes market share, and improves

operating margins as it moves

past several headwinds that have

hampered profitability in recent

years. 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.

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Total Share ReturnTotal Share Return

-4

%

+28

%

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 221

stores across 36 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 more than double the

company’s footprint to around 500

stores. Given the company’s size

and scale, smaller independent

retailers, which have ~50% market

share, cannot compete on price or

service with Floor and Décor.

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 Return

+13

%

UNITED KINGDOM

What does it do?

Greggs is a vertically integrated

food-on-the-go operator in the

UK. The company operates more

than 2,400 stores and is the leader

in the UK food-on-the-go 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.

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MARLIN PORTFOLIO COMPANIES CONTINUED

Total Share Return

+13

%

UNITED STATES

What does it do?

Mastercard is the second largest

payment network in the world,

operating in 210 countries across

150 currencies and supporting

more than 2.9 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

supports a strong growth outlook

over the medium to long term.

Total shareholders return in local currency sourced from Bloomberg.

Total Share ReturnTotal Share Return

+25

%

+40

%

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 this increased

shift to outsourcing, the increase

in drugs being tested and larger

trials required by regulatory bodies

such as the FDA.

UNITED STATES

What does it do?

Intuitive Surgical is the pioneer

and leading manufacturer of

soft-tissue surgical robotics, used

to assist surgeons to perform

minimally invasive surgical

procedures. Since Intuitive first

launched its ‘da Vinci’ robot over

twenty years ago, there are now

over 8,000 systems placed around

the world, performing over two

million procedures annually.

Why do we own it?

Robotic systems aid and enhance

the surgeon’s capabilities, and

both increase comfort and reduce

fatigue as the surgeons can sit at

a console versus standing over

patients for hours a day. This

enhanced capability of robotics

creates better clinical outcomes

than the equivalent open surgery.

We expect that as robotic

technology continues to evolve,

penetration will further increase.

Since launching its first robotic

system around 20 years ago,

Intuitive has enjoyed the market to

itself. Barriers to entry for robotic

surgery are high and we expect

that Intuitive will maintain a high

market share in the future.

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Total Share ReturnTotal Share ReturnTotal Share Return

+76

%

+32

%

+4

%

UNITED STATES

What does it do?

Previously known as Facebook,

it has rebranded to Meta

Platforms Inc, which is the parent

organisation 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 3

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 make this

transition to the cloud and should

benefit from this secular trend for

many years to come.

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 their performance and

construct ETFs. MSCI serves 7k

clients in 95 countries and has over

$15tn in assets-under-management

benchmarked to its 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 a 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

a 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.

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2024

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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.

+22

%

MARLIN PORTFOLIO COMPANIES CONTINUED

CHINA

What does it do?

Tencent is China’s largest online

gaming company with over 50%

market share and 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, and 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?

Tencent is still in the early stages

of monetising its more than 1

billion WeChat users in China

through avenues such as short-

video advertising (like Meta Reels),

e-commerce, and financial services.

In addition to driving revenue growth,

these businesses also have high profit

margins and are increasing Tencent’s

overall profitability, providing a long

runway for earnings growth.

Total Share Return

+13

%

Total shareholders return in local currency sourced from Bloomberg.

Total Share Return

+53

%

UNITED STATES

What does it do?

Netflix is the world’s leading

streaming service with 260

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.

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 into the

leading healthcare services

company in the United States,

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.

+8

%

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 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, Chubb

Insurance New Zealand and NZME, where she is also

the Chair of the Audit and Risk Committees. Carol is

currently Chair of New Zealand Post. 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 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

2024

l


28

For the year ended 30 June 2024 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 as an investment entity limited in its

activities to holding shares in other listed companies.

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

framework 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”).

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.

Reporting against the NZX Code

This Corporate Governance Statement reports against

the amended NZX Code which came into effect on 1

April 2023. It is current as at the date of this Annual

Report and has been approved by the board.

Over the financial year ended 30 June 2024, Marlin was

in compliance with the NZX Code, with the exception

of recommendations 4.3 and 5.3. The Company is not

in compliance with those recommendations due to the

specific nature of the Company’s business model, as

outlined above. In particular:

• in relation to recommendation 4.3, 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; and

• in relation to recommendation 5.3, 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.

These matters are explained below in the commentary

regarding the relevant NZX Code principles. The

alternative governance practices adopted by Marlin in

respect of those matters (also described below) have

the approval of the board.

Where to find corporate governance materials

on Marlin’s website

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 – Ethical standards

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 ethical 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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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29

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.

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.

Individual directors may (with the prior approval of the

Chair) engage and consult with independent external

professional advisors from time to time, with any costs

being met by the Company.

The Marlin 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. The board uses a skills

matrix to help ensure the correct mix of skills is achieved

when considering appropriate appointments for the

board.

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 arrangements, obligations

to declare relevant conflicting interests, and

confidentiality. New directors are required to formally

consent to act as a director.

Director information

The current board comprises four directors with

diverse backgrounds, skills, knowledge, experience,

and perspectives. Information about each Marlin

director, including a profile of their experience, length

of service, independence, and attendance at board

meetings and committee meetings held during the

financial year ended 30 June 2024 is available on

pages 28 and 33 of this Annual Report and also on

Marlin’s website.

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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30

Information in respect of each director’s ownership
interests in Marlin shares is available on page 64 of this

Annual Report.

Independence

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

by the board annually having regard to all relevant

factors, including the directors’ interests, position, and

relationships. 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 2024, 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

current directors are independent directors.

Diversity and inclusion

Marlin has a formal Diversity and Inclusion Policy

applicable to the Company’s directors. 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. These objectives are

recognised in the Diversity and Inclusion Policy.

All appointments to the board are based on merit

and include consideration of the board’s diversity

objectives. The 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 2024FemaleMaleFemaleMale

Directors2250%50%

NumberProportion

30 June 2023FemaleMaleFemaleMale

Directors2250%50%

The Remuneration and Nominations Committee’s

annual assessment of the board’s diversity and

progress on achieving the diversity objective of the

board 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.

Board skills matrix

The board skills matrix sets out the key skills, expertise,

and qualities that the board believes are necessary

now and into the future, taking into account the

nature of Marlin’s operations. The skills matrix shown

below demonstrates the current alignment between

the board’s desired and actual range of skills and

expertise.

Andy

Coupe

Carol

Campbell

David

McClatchy

Fiona

Oliver

Qualifications

LLB;

CFInstD

BCom;

FCA;

CFInstD

BComLLB;

BA;

CFInstD

Capability

Investment

management

◊◊O◊

Listed

company

governance

OO◊O

Capital

markets/

capital

structure

O◊OO

Audit and

accounting

◊O◊O

Risk

management

experience

OOOO

Environment

and corporate

social

responsibity

◊OO◊

Investor

and other

stakeholder

relations

O◊◊◊

Geographical

location

HamiltonAucklandTaurangaAuckland

Tenure (years)

11. 012.03.02.0

Gender

MFMF

O = High capability

= Medium capability

The board has limited High Capability to a maximum of

four for each director.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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Set out below is a description of the capabilities
adopted by the board in its skills matrix.

Investment

management

Experience in the investment

management industry in governance,

leadership, or equity portfolio

management roles in other than

Marlin Global Limited, Kingfish

Limited, or Barramundi Limited.

Listed

company

governance

Listed company governance

experience other than in Marlin

Global Limited, Kingfish Limited, or

Barramundi Limited.

Capital

markets/capital

structures

Experience in capital markets

and strong knowledge of capital

management instruments.

Audit and

accounting

Audit or accounting experience in a

professional advisory firm or Audit

and Risk Committee experience other

than in Marlin Global Limited, Kingfish

Limited, or Barramundi Limited.

Risk

management

Experience in identification and

mitigation of financial and non-financial

risk.

Environmental

and corporate

social

responsibility

Experience in assessing or overseeing

environmental, social and governance

initiatives, and specifically knowledge

of the implications for and application

of climate-related disclosure

obligations on listed companies.

Investor

and other

stakeholder

relations

Experience in formal and informal

communications with shareholders

and other stakeholders.

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, except that every

three years the review is carried out by an external

party. 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 not a director,

officer, or employee of the Manager.

Independent directors

The board has determined that all four current

directors are independent, on the basis set out below.

In particular, none of the directors have previously

been employed in an executive role by either the

Company or the Manager. None of the directors

have derived any revenue (other than director fees)

from either the Company or the Manager. None of

the directors have provided professional services to

or been in a business relationship with the Company

or the Manager. None of the directors have been

employed by the external auditor to the Company or

the Manager. None of the directors hold a material

shareholding or warrant holding in the Company or

the Manager (or have been a senior manager of, or

person associated with, a substantial shareholder of

the Company).

Andy Coupe, David McClatchy, and Fiona Oliver have

been directors of Marlin for less than 12 years

1

(it is

noted that Andy’s tenure is approaching this length

of time as he has been a director for 11 years). Carol

Campbell has been a Marlin director for just over 12

years, having joined the Marlin board on 5 June 2012,

but notwithstanding that, in view of the other factors

referred to above, the board has determined that Carol

is an independent director. The board’s view is that

Carol’s length of service brings important knowledge

and skills to the board and she is independent from

the Manager. She has also during her time as a

director demonstrated a strong commitment to bring

an independent judgment to bear on issues before the

board, act in the best interests of the Company, and to

represent the interests of shareholders generally.

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.

CORPORATE GOVERNANCE STATEMENT CONTINUED

1

A period of 12 years is referred to here as it is the length of service referred to in the NZX Code which may cause a board to

determine that a director is not independent.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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32

Each committee operates under a charter approved by
the board. The charter of each committee is reviewed

annually.

Director meeting attendance

A total of eight board meetings, two Audit and

Risk Committee meetings, one Remuneration and

Nominations Committee meeting, and two Investment

Committee meetings were held in the financial year

ended 30 June 2024. Director attendance at board

meetings and committee meetings is shown below.

DirectorBoard

Audit

and Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

8/82/21/12/2

Andy

Coupe

8/82/21/12/2

David

McClatchy

8/82/21/12/2

Fiona

Oliver

8/82/21/12/2

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 2024, 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 the committee 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

objectives of the Investment Committee, which are

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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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33

Takeover response protocol
The board has adopted a formal Takeover

Response Protocol as an internal framework that

sets out the process to be followed if there is a

takeover offer for Marlin.

Principle 4 – Reporting and disclosure

The board should demand integrity in financial and

non-financial reporting, and in the timeliness and

balance of corporate disclosures.

Continuous disclosure

Marlin is committed to promoting investor confidence

by providing complete and equal access to information

in accordance with the NZX Listing Rules. Marlin has a

Continuous Disclosure Policy designed to ensure this

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

website. The Corporate Manager is responsible for

overseeing and co-ordinating required disclosures to

the market.

Charters and policies

Marlin’s key corporate governance documents,

including its Code of Ethics & Standards of

Professional Conduct, board and committee charters,

and other policies, are available on Marlin’s website

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

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 an issuer provide

non-financial disclosure at least annually, including

considering environmental, social sustainability and

governance factors and practices. As at 30 June

2024, Marlin did not have a formal environmental,

social and governance (ESG) framework. Marlin

considers that, given the nature of its activities (as an

investment company solely investing in shares of other

listed companies), it is not appropriate to maintain an

ESG framework independent to that of the Manager.

Marlin will continue to assess the relevance of

adopting an ESG framework. However, the Manager

has a formal ESG framework which governs its stock

research, selection and reporting, which the Marlin

board is fully supportive of and committed to. Details

of the Manager’s ESG framework can be found 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 introduces a

new financial reporting requirement which requires

certain entities, known as Climate Reporting Entities

(CREs), to produce annual climate statements within

four months after balance date that identify and report

on matters concerning the impact of climate change

on their organisations and disclose greenhouse gas

emissions.

The New Zealand External Reporting Board (XRB)

has developed the Aotearoa New Zealand Climate

Standards, which set out the disclosure requirements

applicable to CREs for each of the four thematic areas

(Governance, Strategy, Risk Management and Metrics

and Targets). Marlin is committed to reporting on a

basis consistent with the new standards to the extent

applicable to its business.

The Marlin board has determined the appropriate

climate risk reporting for Marlin, in accordance with

the new standards, and Marlin will issue its first

climate-related disclosure statement by 31 October

2024, which will be made available on the Marlin

website.

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 $185,500 (plus GST if any) was approved by

shareholder resolution passed at the 2023 Annual

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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34

Shareholders’ Meeting. The director remuneration
information below reflects the increase in fees approved

by shareholders in 2023.

Each year, the Remuneration and Nominations

Committee reviews the level of directors’ fees. The

Remuneration and Nominations Committee considers

the skills, performance, experience and level of

responsibility of directors when undertaking the review

and is authorised to obtain independent advice on

market conditions.

The table below sets out the remuneration received by

each director from Marlin for the financial year ended

30 June 2024. 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

current or former director during the financial year

ended 30 June 2024.

Directors’ remuneration* for the 12 months

ended 30 June 2024

Andy Coupe (Chair)$58,500

(1)

Carol Campbell $44,000

(2)

David McClatchy$44,000

(3)

Fiona Oliver $39,000

(4)

*excludes GST

(1) $10,000 of this amount was applied to the purchase

of 10,422 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. Andy Coupe has

elected to increase his Share Purchase Plan percentage

from 10% to 20%.)

(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 3,869 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 Chair of the Investment

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

the purchase of 3,869 shares under the Marlin Share

Purchase Plan.

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

3,343 shares under the Marlin Share Purchase Plan.

The 2023 Share Purchase Plan transactions were

undertaken in August 2023, prior to the passing of

the 2023 shareholder resolution that increased the

directors’ fee pool limit to $185,500 (plus GST if any).

Details of remuneration paid to directors are also

disclosed in note 4 and 11 to the audited financial

statements for the financial year ended 30 June 2024.

The directors’ fees disclosed in the audited 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 of 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 described in note 11 to

Marlin’s audited financial statements for the financial

year ended 30 June 2024.

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

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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.

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.

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

2

(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 has received written confirmation of

this fact from PwC.

PwC, as external auditor of Marlin’s 2024 audited annual

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.

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 issuer.

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.

CORPORATE GOVERNANCE STATEMENT CONTINUED

2

The current PwC audit partner was appointed in 2019 and rotation will therefore occur at the end of 2024.

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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.

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 stakeholder 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, or 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 2024 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 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 6 November 2024 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 2024.

Capital raisings

Marlin Share Issue (Warrant Conversion MLNWF)

On 10 November 2023, Marlin warrant holders had the

option to convert their warrants into ordinary Marlin

shares at an exercise price of $0.92 per warrant.

On the exercise date 3,802,140 warrants out of a

possible 50,502,702 warrants were converted into

Marlin ordinary shares.

The new Marlin shares were allotted to warrant holders

on 15 November 2023.

The remaining 46,700,562 warrants which were not

exercised lapsed, and all rights in regard to them

expired.

The additional funds were invested in Marlin’s then

current investment portfolio of stocks.

Marlin Warrant Issue (MLNWG)

On 16 May 2024, eligible Marlin shareholders were

issued (for free) one warrant for every four shares held

based on a record date of 15 May 2024.

Each warrant gives shareholders the right, but not the

obligation, to subscribe for one additional ordinary share

in Marlin on the exercise date, subject to payment of the

exercise price. The exercise date is 16 May 2025.

The exercise price is $1.04 less any dividends declared

with a record date during the period commencing on

the date of allotment of the warrants (16 May 2024) and

up to the announcement of the final exercise price. The

final exercise price will be calculated and advised to

warrant holders at least six weeks before the exercise

date.

The warrants commenced trading on the NZX Main

Board on 17 May 2024 under the code MLNWG.

Further information in relation to the Marlin warrant issue

can be found in the Warrant Terms Offer Document

dated 29 April 2024 which is available on Marlin’s

website under “Investor Centre” and “Warrant Terms”

sections.

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ANNUAL REPORT

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37

We present the financial statements for Marlin Global Limited for the year ended 30 June 2024.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the

Company as at 30 June 2024 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 19 August 2024.

Andy Coupe Carol Campbell

David McClatchy Fiona Oliver

For the year ended 30 June 2024

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

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40Statement of Comprehensive Income
41Statement of Changes in Equity

42Statement of Financial Position

43Statement of Cash Flows

44Notes to the Financial Statements

58Independent Auditor's Report

FINANCIAL

STATEMENTS CONTENTS

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The accompanying notes form an integral part of these financial statements.
Notes 2024 2023

$000 $000

Interest income 251 217

Dividend income 943 545

Net changes in fair value of investments 2 41,598 26,924

Other income/(loss)3 149 (49)

Total income 42,941 27,6 37

Operating expenses4 4,554 3,240

Net profit before tax 38,387 24,397

Total tax expense5 1,19 6 799

Net profit after tax attributable to shareholders 37,191 23,598


Total comprehensive income after tax attributable to shareholders 37,191 23,598

Basic earnings per share7 17. 5 9 c 11. 6 3 c

Diluted earnings per share7 17. 5 9 c 11. 6 3 c

STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2024

MARLIN GLOBAL LIMITED

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4041

STATEMENT OF
CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2024

MARLIN GLOBAL LIMITED

Attributable to shareholders of the Company

Notes

Share

Capital

Retained

Earnings /

(Accumulated

Deficits)

Tot al

Equity

$000$000 $000

Balance as at 1 July 2022 185,857 ( 7,76 3 ) 178,0 94

Comprehensive income

Net profit after tax - 23,598 23,598

Total comprehensive loss 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 as at 30 June 2023 191,334 1,418 192,752


Comprehensive income

Net profit after tax - 3 7,19 1 3 7,19 1

Total comprehensive profit for the year ended 30 June 2024 - 37,191 37,191


Transactions with shareholders

Share buybacks6 (b) (409) - (409)

Shares issued for warrants exercised (net of exercise costs)6 (c) 3,469 - 3,469

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

Dividends paid6 (d) - (16,085) (16,085)

New shares issued under dividend reinvestment plan6 (e) 5,680 - 5,680

Shares issued from treasury stock under dividend

reinvestment plan

6 (e) 317 - 317

Total transactions with shareholders for the year ended

30 June 2024

9,046 (16,085) ( 7,0 3 9 )

Balance as at 30 June 2024 200,380 22,524 222,904

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

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Notes 2024 2023
$000 $000

SHAREHOLDERS’ EQUITY222,904192,752

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 10 7,18 0 16,246

Trade and other receivables 8 56 2,623

Financial assets at fair value through profit or loss 2 218 ,197 183,358

Current tax receivable5 - 2

Total Current Assets 225,433 202,229


Non-current Assets

Deferred tax asset5 - 137

Total Non-current Assets - 137

TOTAL ASSETS 225,433 202,366

LIABILITIES

Current Liabilities

Trade and other payables 9 1,249 8 ,14 3

Financial liabilities at fair value through profit or loss 2 287 1,471

Current tax payable5 993 -

Total Current Liabilities 2,529 9,614

TOTAL LIABILITIES 2,529 9,614

NET ASSETS 222,904 192,752

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

19 August 2024 19 August 2024

STATEMENT OF

FINANCIAL POSITION

AS AT 30 JUNE 2024

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 2024

MARLIN GLOBAL LIMITED

Notes 2024 2023

$000 $000

Operating Activities

Sale of investments 8 2,74 4 7 7, 2 9 0

Interest received 253 212

Dividends received 621 367

Other income 80 27

Purchase of investments ( 79,10 9 ) (49,329)

Operating expenses (3,590) (2,067)

Ta xe s pa id (64) (57)

Net settlement of forward foreign exchange contracts (2,958) (3,862)

Net cash (outflows)/inflows from operating activities10 (2,023) 22,581

Financing Activities

Shares issued for warrants exercised (net of exercise costs) 3,469 (17 )

Warrant issue costs (11) (11)

Share buybacks (409) -

Dividends paid (net of dividends reinvested) (10,088) (8,912)

Net cash outflows from financing activities ( 7,0 3 9 ) (8,940)

Net (decrease)/increase in cash and cash equivalents held (9,062) 13,641

Cash and cash equivalents at beginning of the year 16,246 2,609

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

Cash and cash equivalents at end of the year10 7,18 0 16,246




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 2024

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 Accounting Standards (IFRS Accounting Standards).

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 change 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/(loss)”.

Material 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 are effective

for this reporting period that have a material impact on these financial statements. Except for IFRS 18,

Presentation and Disclosure in Financial Statements, which is effective for annual periods beginning on or

after 1 January 2027 and where an assessment has not been completed yet, 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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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;

none of these judgements are considered critical to these 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 19 August 2024.

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 change in the fair value of financial assets and liabilities is recognised in the

Statement of Comprehensive Income.

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

forward foreign exchange contracts with a positive value.

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

with a negative value.

Forward foreign exchange contracts can be used as economic hedges for 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 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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NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
CONTINUED


j

All international 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 (2023: None).

There were no financial instruments classified as Level 3 as at 30 June 2024 (2023: None).

Investments at Fair Value through Profit or Loss

2024 2023

$000$000

Financial Assets:

International investments 2 17, 4 3 1 183,358

Forward foreign exchange contracts 766 -

Total financial assets at fair value through profit or loss 218,197 183,358


Financial Liabilities:

Forward foreign exchange contracts 287 1,471

Total financial liabilities at fair value through profit or loss 287 1,471


Net Change in Fair Value of Investments

Gains on international investments 41,793 26,868

Foreign exchange gains on equity investments 813 3,488

Losses on forward foreign exchange contracts (1,0 0 8) (3,432)

Net change in fair value of investments through profit or loss 41,598 26,924

The fair value of 11 stocks valued at $131,823,274 was determined using the bid price (2023: 11

stocks valued at $94,322,279).

The notional value of forward foreign exchange contracts held as at 30 June 2024 was $109,925,288

(2023: $86,489,730).

NOTE 3 OTHER INCOME/(LOSS)

2024 2023

$000$000

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

and outstanding settlements

149 (49)

Total other (loss)/income 149 (49)

FOR THE YEAR ENDED 30 JUNE 2024

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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NOTE 4 OPERATING EXPENSES
2024 2023

$000$000

Management fee (note 11(a)(i)) 2,631 2,266

Performance fee (note 11(a)(i)) 893 -

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

Directors' fees (note 11(b)) 207 180

Custody, accounting and brokerage 200 192

Investor relations and communications 157 154

NZX fees 70 77

Professional fees 65 43

Fees paid to the auditor:

Statutory audit and review of financial statements 56 51

Non-assurance services

1

4 -

Regulatory fees 32 48

Other operating expenses 80 70

Total operating expenses 4,554 3,240

1

Non-assurance services relate to agreed upon procedures performed in respect of the performance fee

calculation. No other fees were paid to the auditor.

NOTE 5 TA X ATION

Marlin is a Portfolio Investment Entity (“PIE”) for tax purposes.

Taxation expense comprises both current and deferred tax. Current tax is the expected tax

payable on the taxable income for the year, using tax rates enacted or substantively enacted

at balance date, and any adjustment to tax payable in respect of previous years. Current tax for

current and prior periods is recognised as a liability or asset to the extent that it is unpaid (or

refundable). Deferred tax (if any) is recognised as the difference between the carrying amounts of

assets and liabilities in the financial statements and the amounts used for taxation purposes. A

deferred tax asset is only recognised to the extent it is probable it will be utilised.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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NOTE 5 TAXATION CONTINUED
2024 2023

$000$000

Taxation expense is determined as follows:

Net profit before tax 38,387 24,397

Non-taxable realised (gain)/loss on financial assets and liabilities (14,418) 10,790

Non-taxable unrealised (gain) on financial assets and liabilities (28,277) (40,812)

Fair Dividend Rate hedge (gain)

1

(637) -

Fair Dividend Rate income 10,016 8,697

Exempt dividends subject to Fair Dividend Rate (948) (541)

Non-deductible expenses and other 151 124

Forfeit of tax credits - 200

Prior period adjustment (4) -

Taxable income 4,270 2,855

Tax at 28% 1,19 6 799

Taxation expense comprises:

Current tax 1,059 56

Deferred tax 138 74 3

Prior period adjustment (1) -

Total tax expense 1,19 6 799


Current tax balance

Opening balance 2 -

Current tax movements (1,19 6 ) 74 3

Ta x pa id - 2

Credits used 73 -

Losses utilised 128 (743)

Current tax (payable)/receivable (993) 2


Deferred tax balance

Opening balance 137 880

Prior period adjustment 1 -

Current year (tax losses and credits utilised) (138) (743)

Deferred tax asset - 137

1

Fair Dividend Rate hedging has been adopted from 1 October 2023 to align the tax treatment of eligible

unrealised and realised gains and losses on derivatives with investment gains and losses.

Imputation credits

There are no imputation credits available for subsequent reporting periods (2023: $297). 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

as at 30 June 2024.

FOR THE YEAR ENDED 30 JUNE 2024

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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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 216,583,976 fully paid ordinary shares on issue (2023: 206,666,696). 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 2024, Marlin

acquired 417,004 shares valued at $409,037 (2023: 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 86,685 shares held as treasury

stock as at balance date (2023: Nil).

c. Warrants

On 16 May 2024, 53,729,692 new Marlin warrants were allotted and quoted on the NZX Main Board

from 17 May 2024. One new warrant was issued to all eligible shareholders for every four shares held

on record date (15 May 2024). The warrants are exercisable at $1.04 per warrant, adjusted down

for dividends declared during the period up to 16 May 2025. Warrant holders can elect to exercise

some or all of their warrants on the exercise date. The net cost of issuing the warrants of $11,381 is

deducted from share capital.

On 15 November 2023, 3,802,140 warrants valued at $3,491,301, less exercise costs of $22,160 (net

$3,469,141), were exercised at $0.92 per warrant, and the remaining 46,700,562 warrants lapsed.

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

Board from 4 November 2022. 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.

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.

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 GLOBAL LIMITED

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2024

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NOTE 6 SHAREHOLDERS’ EQUITY CONTINUED
Marlin has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid

during the year comprised:

2024

$000

Cents per

share

2023

$000

Cents per

share

22 Sep 2023 3,761 1.8223 Sep 2022 3 ,711 1.85

15 Dec 2023 3,880 1.8316 Dec 2022 3,737 1.85

28 Mar 2024 3,974 1.8624 Mar 2023 3,380 1.66

27 Jun 2024 4,470 2.0823 Jun 2023 3,589 1.75

16,085 7.59 14,417 7.11

e. Dividend Reinvestment Plan

Marlin has a dividend reinvestment plan which provides ordinary shareholders with the option to

reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-

day volume weighted average share price from the date the shares trade ex-entitlement. During the

year ended 30 June 2024, 6,532,144 ordinary shares totalling $5,996,680 (2023: 6,060,961 ordinary

shares totalling $5,504,937) were issued in relation to the plan for the quarterly dividends paid which

comprised:

(i) 6,201,825 ordinary shares totalling $5,679,935 were issued under the dividend reinvestment plan

(2023: 6,060,961 ordinary shares totalling $5,504,937); and

(ii) 330,319 ordinary shares totalling $316,745 were utilised from treasury stock under the dividend

reinvestment plan (2023: Nil)

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.

2024 2023


Basic Earnings per Share

Net profit after tax attributable to shareholders ($'000) 3 7,19 1 23,598

Weighted average number of ordinary shares on issue net of treasury stock ('000) 211, 4 5 5 202,972

Basic earnings per share 17.59c 11.6 3 c


Diluted Earnings per Share

Net profit after tax attributable to shareholders ($'000) 3 7,19 1 23,598

Weighted average number of ordinary shares on issue net of treasury stock ('000) 211, 4 5 5 202,972

Diluted effect of warrants ($'000)

1

- -

211, 4 5 5 202,972

Diluted earnings per share 17.59c 11.6 3 c

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 $1.02 was greater than the average share price of

$0.98 between the date of issue and 30 June 2024.

FOR THE YEAR ENDED 30 JUNE 2024

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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2024

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2024

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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.

2024 2023

$000$000

Interest receivable 3 5

Dividends receivable 10 7

Unsettled investment sales - 2,535

Other receivables and prepayments 43 76

Total trade and other receivables 56 2,623

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.

2024 2023

$000$000

Dividends payable 60 43

Related party payables (note 11(a)(i)) 1,13 8 210

Unsettled investment purchases - 7, 8 4 5

Other payables and accruals 51 45

Total trade and other payables 1,249 8 ,14 3

MARLIN GLOBAL LIMITED

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2024

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2024

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5051

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.

2024 2023

$000$000

Cash - New Zealand Dollars 1,255 7,414

Cash - Other currencies 5,925 8,832

Cash and cash equivalents 7,18 0 16,246


Reconciliation of Net Profit after Tax to Net Cash Flows

from Operating Activities

Net profit after tax 37,191 23,598

Items not involving cash flows:

Unrealised losses on cash and cash equivalents 4 4

Unrealised (gains) on revaluation of investments (28,277) (40,812)

Unrealised (gains) on forward foreign exchange contracts (1,950) (430)

(30,223) (41,238)

Impact of change in working capital items

(Decrease)/increase in trade and other payables (6,894) 7, 8 6 7

Increase/(decrease) in trade and other receivables 2,567 (1,385)

Change in current and deferred tax 1,13 2 741

(3 ,19 5 ) 7, 2 2 3

Items relating to investments

Amount paid for purchases of investments (79,446) (49,514)

Amount received from sales of investments net of realised gains 6 8,415 8 7,74 6

Movement in unsettled purchases of investments 7,7 9 1 ( 7,7 9 0 )

Movement in unsettled sales of investments (2,556) 2,556

(5,796) 32,998

Net cash (outflows)/inflows from operating activities (2,023) 22,581


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 and administration

agreement.

FOR THE YEAR ENDED 30 JUNE 2024

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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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.

(i) Fees Earned and Payable:

20242023

$000$000

Fees earned by the Manager for the year ended 30 June

Management fees 2,631 2,266

Performance fees 893 -

Administration services 159 159

Operating expenses 3,683 2,425


For the year ended 30 June 2024, excess returns of $17,296,445 (2023: Nil) were generated and the

net asset value per share before the deduction of a performance fee was $1.03 (2023: Nil), which

exceeded the HWM after adjustment for capital changes and distributions of $0.99 (2023: Nil).

Accordingly, the Company has incurred a performance fee of $892,901 (2023: Nil).


Fees payable to the Manager at 30 June

Management fees 232 197

Performance fees 893 -

Administration services 13 13

Related party payables 1,13 8 210

(ii) 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 2024 (2023: Nil) and sales totalled$146,300 (2023: Nil).

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NOTE 11 RELATED PARTY INFORMATION CONTINUED
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 $206,725 including GST (2023:

$179,719 including GST). The Directors’ fee pool was $185,500 (plus GST, if any) for the year ended

30 June 2024 (2023: $157,500 plus GST, if any). The Directors’ fee pool increased to $185,500 (plus

GST, if any) from 1 July 2023. There were no Directors fees payable at the end of the financial year

(30 June 2023: Nil).

The Directors held shares in the Company as at 30 June 2023 which total 0.14% of total shares on

issue (30 June 2023: 0.13%). The Directors held warrants in the Company as at 30 June 2024 which

total 0.14% of total warrants on issue (30 June 2023: 0.12%).

Dividends of $22,312 (2023: $17,853) 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 of 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 both 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 86%

(2023: United States 79%).

Marlin considers that the market prices of the investments factor in climate change impacts and, as

such, no adjustment has been made to balances or transactions in these financial statements as a

result of climate change.

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 2024 (2023: 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 as at 30 June 2024 (2023: Nil).

FOR THE YEAR ENDED 30 JUNE 2024

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

MARLIN GLOBAL LIMITED

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2024

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5455

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 as at 30 June as follows:

2024 2023

$000$000

Price risk

1


International investmentsCarrying value 2 17, 4 3 1 183,358

Impact of a 20% change in market prices: +/- 43,486 36,672

Interest rate risk

2


Cash and cash equivalentsCarrying value 7,18 0 16,246

Impact of a 1% change in interest rates: +/- 72 162

Currency risk

3


Cash and cash equivalentsCarrying value 5,925 8,832

Impact of a +10% change in exchange rates (540) (803)

Impact of a -10% change in exchange rates 660 982

International investmentsCarrying value 2 17, 4 3 1 183,358

Impact of a +10% change in exchange rates (19,766) (16,669)

Impact of a -10% change in exchange rates 24,15 9 20,373

Forward foreign exchange contractsCarrying value 479 (1,471)

Impact of a +10% change in exchange rates 9,993 7,863

Impact of a -10% change in exchange rates (12,214) (9,610)

Net foreign currency payables/receivablesCarrying value 24 (5,243)

Impact of a +10% change in exchange rates (2) 477

Impact of a -10% change in exchange rates 3 (583)

An increase/(decrease) in market prices and interest rates would increase/(decrease) profit after tax

and shareholders’ equity. For changes in exchange rate a decrease in profit after tax and shareholders’

equity is denoted with brackets.

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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
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.

International investments 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 (2023:

A+).

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 as at 30 June 2024 (2023: 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.

FOR THE YEAR ENDED 30 JUNE 2024

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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NOTE 13 NET ASSET VALUE
The net asset value per share of Marlin as at 30 June 2024 was $1.03 per share (2023: $0.93),

calculated as the net assets of $222,903,957 divided by the number of shares on issue of

216,583,976 (2023: net assets of $192,751,584 and shares on issue of 206,666,696).

NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2024

(2023: Nil).

NOTE 15 SUBSEQUENT EVENTS

On 19 August 2024, the Board declared a dividend of 2.07 cents per share. The record date for this

dividend is 5 September 2024 with a payment date of 27 September 2024.

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

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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

T: +64 9 355 8000 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 2024, 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 Accounting Standards (IFRS Accounting Standards).

What we have audited

The financial statements comprise:

● the statement of financial position as at 30 June 2024;

● 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, comprising material accounting policy information and

other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

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

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

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

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

Our firm carries out an agreed-upon procedure service for the Company in relation to the performance

fee calculation. The provision of this other service has not impaired our independence as auditor of 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, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000 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 2024, 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 Accounting Standards (IFRS Accounting Standards).

What we have audited

The financial statements comprise:

● the statement of financial position as at 30 June 2024;

● 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, comprising material accounting policy information and

other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

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

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

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

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

Our firm carries out an agreed-upon procedure service for the Company in relation to the performance

fee calculation. The provision of this other service has not impaired our independence as auditor of 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.


MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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PwC 15


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

Valuation and existence of listed equity

investments

Listed equity investments (the

investments) are valued at $217 million

and represent 96% of total assets at 30

June 2024.

Further investment disclosures

are included in note 2 to the financial

statements.

As at 30 June 2024, all investments are in

actively-traded companies listed on

recognised stock exchanges with readily-

available, quoted market prices.

All investments are held by Trustees

Executors Limited (the Custodian) on

behalf of the Company. Trustees

Executors Limited also provides

investment administration services for the

Company.

This was a key audit matter given the

significance of investments to the financial

statements.

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 assurance

reports for custody and investment administration

services for the period from 1 April 2023 to 31 March

2024. 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 2024 to 30 June 2024.

We agreed the price for all investments held at 30

June 2024, and the exchange rate at which they have

been converted from foreign currencies to New

Zealand dollars, to independent third-party pricing

sources and considered the liquidity of these

investments at balance date.



Our audit approach


Overview

Materiality

Overall materiality: $1.114 million, which represents approximately

0.5% of net assets.

We used this benchmark because, in our view, the objective of the

Company is to provide investors with a total return on its assets,

taking account of both capital and income returns.

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

and existence of listed equity investments.


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

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

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

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

we also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the financial statements as a whole, taking into account the structure of the Company, the

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

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PwC 16


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 (including the Company’s climate statement), but does not

include the financial statements and our auditor's report thereon. The annual report (including the

climate statement) 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 Accounting Standards, 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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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PwC 17


Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Philip Taylor.

For and on behalf of:

Chartered Accountants

19 August 2024

Auckland


MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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Spread of Shareholders as at 2 August 2024
Holding Range# of Shareholders# of Shares% of Total

1 to 9992198 4,10 90.04

1,000 to 4,9995411,456,5380.67

5,000 to 9,99974 45 , 0 8 6 ,13 52.35

10,000 to 49,9991,94946,054,16621.26

50,000 to 99,9995043 5 ,116 , 31716.21

100,000 to 499,99940675 ,161, 0 4 534.68

500,000 +3853,712,35124.79

TOTAL4,401216,670,661100%

20 Largest Shareholders as at 2 August 2024

Holder Name# of Shares% of Total

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>6,275,8062.90

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>5,836,6062.69

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

AC C O U N T>

5 ,124,74 82.37

LEVERAGED EQUITIES FINANCE LIMITED3,621,9271.67

CUSTODIAL SERVICES LIMITED <A/C 4>3 , 3 8 7, 2 6 01.56

ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M

SIMMONDS PARTNERSHIP A/C>

3,283,3461.52

FNZ CUSTODIANS LIMITED2,12 3 ,70 60.98

JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER

JOHN CLARK <RIORDAN FAMILY A/C>

1,418,3290.65

JOHN ROBERT MACDONNELL1,387,3840.64

THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN1,194,3390.55

PHILIP MICHAEL EDWARDES1,0 99,4380.51

BRIAN MAXWELL CURRIE1,043,5530.48

RUSSEL ERNEST GEORGE CREEDY995,8600.46

PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD

<JEM FAMILY A/C>

9 6 2,15 60.44

MARGARET MASSEY872,8030.40

JANET MARGARET CURRIE836,4800.39

PETER NEVILLE ROWE821,0700.38

DAVID FINDLAY & ROBYN DAWN FINDLAY793,0350.37

KIRSTIE JANE NICHOLLS & PAUL FRANCIS NICHOLLS787,6300.36

LEO ADRIAN KOPPENS750,0000.35

Tot a l42,615,47619.67

SHAREHOLDER INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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Spread of Warrant holders as at 2 August 2024
Holding Range# of Warrant Holders# of Warrants% of Total

1 to 999656273,4420.51

1,000 to 4,9991,6734,399,1268 .19

5,000 to 9,9998265,815,90410.82

10,000 to 49,99989918,493,90234.43

50,000 to 99,9991097, 2 6 1,16 313.51

100,000 to 499,999498,200,38315.26

500,000 +99,285,77217. 2 8

TOTAL4,22153,729,692100%

20 Largest Warrant holders as at 2 August 2024

Holder Name# of Warrants% of Total

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

AC C O U N T>

1,752,68 03.26

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>1,638,7833.05

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1, 4 5 9,15 22.72

LEVERAGED EQUITIES FINANCE LIMITED888,8221.65

CUSTODIAL SERVICES LIMITED <A/C 4>863,7061.61

ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M

SIMMONDS PARTNERSHIP A/C>

8 03,4101.50

RICHARD JAMES THOMAS700,0001.30

ASB NOMINEES LIMITED <A/C 802302 ML>6 4 5 ,14 31.20

FNZ CUSTODIANS LIMITED534,0760.99

JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER

JOHN CLARK <RIORDAN FAMILY A/C>

354,5830.66

JOSEPHINE ADRIANA REYDEN & JAN-WILLEM KAREL REYDEN345,6700.64

CHARLES LEONARD MICHAEL MORING300,0000.56

THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN292,2460.54

PHILIP MICHAEL EDWARDES269,0240.50

BRIAN MAXWELL CURRIE255,3500.48

ASB NOMINEES LIMITED <933451 ML A/C>250,0000.47

RUSSEL ERNEST GEORGE CREEDY248,9650.46

RODNEY VALENTINO DENNIS OLLIFF240,0000.45

PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD

<JEM FAMILY A/C>

235,4320.44

PETER NEVILLE ROWE205,2680.38

Tot a l12,282,31022.86

WARRANT HOLDER

INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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Directors’ Relevant Interests in Equity Securities as at 30 June 2024
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 2024 are as follows:

SharesWarrants

Held DirectlyHeld by

Associated

Person

Held DirectlyHeld by

Associated

Persons

R A Coupe

(1)

120,40729,463

C A Campbell

(2)

171,3 4 041,926

D M McClatchy

(3)

6,4782,599

F A Oliver

(4)

3,3433 ,13 5836767

(1)

R A Coupe purchased 10,422 shares on market in the year ended 30 June 2024 as per the Marlin share

purchase plan (purchase price $0.95). R A Coupe acquired 9,404 shares in the year ended 30 June 2024,

issued under the dividend reinvestment plan (average issue price $0.92). R A Coupe was allotted 29,463

warrants in the year ended 30 June 2024.

(2)

C A Campbell purchased 3,869 shares on market in the year ended 30 June 2024 as per the Marlin share

purchase plan (purchase price $0.95). C A Campbell acquired 13,382 shares in the year ended 30 June 2024,

issued under the dividend reinvestment plan (average issue price $0.92). C A Campbell was allotted 41,926

warrants in the year ended 30 June 2024.

(3)

D M McClatchy purchased 3,869 shares on market in the year ended 30 June 2024 as per the Marlin share

purchase plan (purchase price $0.95). D M McClatchy acquired 830 shares in the year ended 30 June 2024,

issued under the dividend reinvestment plan (average issue price $0.92). D M McClatchy was allotted 2,599

warrants in the year ended 30 June 2024.

(4)

F A Oliver purchased 3,343 shares on market in the year ended 30 June 2024 as per the Marlin share purchase

plan (purchase price $0.95). F A Oliver acquired 245 shares in the year ended 30 June 2024, issued under the

dividend reinvestment plan (average issue price $0.92). F A Oliver was allotted 1,603 warrants in the year ended

30 June 2023.

Directors Holding Office

Marlin’s directors as at 30 June 2024 were:

• R A Coupe (Chair)

• C A Campbell

• D M McClatchy

• F A Oliver

During the year, there were no appointments to the board.

In accordance with the Marlin constitution and NZX Listing Rules, Andy Coupe retired by rotation at the 2023 Annual

Shareholders’ Meeting and being eligible was re-elected. Carol Campbell retires by rotation at the 2024 Annual

Shareholders’ Meeting and being eligible, offers herself for re-election. David McClatchy also retires by rotation at

the 2024 Annual Shareholders’ Meeting and being eligible, offers himself for re-election.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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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.

Directors’ Relevant Interests

The following are relevant interests of Marlin’s directors as at 30 June 2024:

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 Management LimitedDirector

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

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ANNUAL REPORT

2024

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Auditor’s Remuneration
During the 30 June 2024 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers New

Zealand.

$000

Statutory audit and review of financial statements56

Other assurance services0

Non assurance services4

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 2024.

STATUTORY INFORMATION CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2024

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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: 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

Leve l 14

1 Queen 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

2024

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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.