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Marlin Global 2025 Annual Report

Annual Report25 September 2025MLNFinancials

ANNUAL REPORT
30 JUNE

2025

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2025

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2

03About Marlin

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

20Marlin Portfolio Companies

29Board of Directors

30Corporate Governance Statement

40Directors’ Statement of Responsibility

41Financial Statements

60Independent Auditor’s Report

64Shareholder Information

65Statutory Information

68Directory

CONTENTS

Andy Coupe / Chair Carol Campbell / Director

This report is dated 10 September 2025 and is

signed on behalf of the Board of Marlin Global

Limited by Andy Coupe, Chair, and Carol

Campbell, Director.

CALENDAR

Next Dividend Payable

26 September 2025

Annual Shareholders’

Meeting, Ellerslie Event

Centre, Auckland 10:30am

7 November 2025

Interim Period End (1H 26)

31 December 2025

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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 2025 (cents per share)

Total for the year ended 30 June 2025 8.01 cents per share (2024 : 7.59 cps)

DIVIDENDS PAID

27 SEPTEMBER 2024

20 DECEMBER 2024

28 MARCH 2025

27 JUNE 2025

2.07

cps

1.98

cps

2.05

cps

1.91

cps

AT A GLANCE

For the 12 months ended 30 June 2025

Net profit

$

0.3m

As at 30 June 2025

Share price

$

0.91

Gross

performance

return

2.7

%

NAV per share

$

0.95

Total

shareholder

return

2.8

%

Adjusted NAV

return

0.2

%

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LARGEST INVESTMENTS

As at 30 June 2025

As at 30 June 2025

SECTOR SPLIT

Microsoft

7

%

Amazon

8

%

Intuitive

Surgical

6

%

Mastercard

6

%

Alphabet

6

%

Healthcare 28%

Information Technology 22%

Consumer Discretionary 19%

Communication Services 17%

Financials 10%

Cash and FFX 3%

Consumer Staples 1%

As at 30 June 2025

GEOGRAPHICAL SPLIT

North America 80%

West Europe 13%

Asia Pacific 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 2025 can be found on page 17.

1

Percentage holdings have been rounded to the nearest 1%.

Andy Coupe
Chair

DIRECTORS’ OVERVIEW

“We are

disappointed to

report that Marlin

has ended the

FY25 year with a

small net profit of

$ 0.3m.”

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This year has seen significant volatility in global
equity markets due to factors such as the US tariffs,

recessionary concerns and geopolitical uncertainty.

Notwithstanding, international equity markets have

gained significantly. Regrettably, however, the

stocks that make up the actively managed Marlin

portfolio have not performed as well as the wider

market due to a combination of factors, including

Marlin’s overweight exposure to sectors such as

the healthcare sector and being underweight in the

financial sector in the US.

It is always hard to predict the impact of politics and

geopolitical upheaval on global equity markets. In the

second half of Marlin’s 2025 financial year, we have

seen the US introduce sweeping tariff changes that

have impacted trade around the globe, while in the

Middle East and Eastern Europe, there have been

ongoing hostilities and other geopolitical events, which

have all impacted global equity market sentiment.

In the first half of the financial year, the market frenzy

around anything to do with artificial intelligence (AI)

pushed up the value of many global technology stocks

and benefitted companies with links to AI, such as

silicon chip manufacturers, datacentres and electricity

generators. However, the boom around anything

AI came under increased scrutiny in the second six

months, which led to greater technology stock price

volatility, especially in the US.

Despite the Manager’s best assessment of longer-

term growth opportunities, the performance of the

Marlin portfolio was disappointing in recording a net

profit of $0.3m. The Total Shareholder Return

1

was

+2.8%, and the Adjusted NAV return

2

was +0.2%.

The Gross Performance return

3

of 2.7% was well

behind the Company’s benchmark index

4

, which,

notwithstanding significant volatility, was up +14.9%.

However, the board is encouraged that, despite the

volatile international equity environment, the majority

of the companies within the Marlin portfolio are

delivering solid earnings and this underlying business

performance provides the board with confidence in the

investment strategy and the resilience of the portfolio

over the longer term.

Revenues and Expenses

The 2025 result comprised gains on investments of

$4.6m, dividend, interest and other income of $1.2m,

less operating expenses and tax of $5.5m. Overall

operating expenses and tax were in line with the prior

year, however it is worth noting that:

a) management fees were $0.4m lower due to a

management fee rebate

5

, and

b) there was 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 2025, Marlin paid 8.01

cents per share in dividends. The next dividend will be

1.88 cents per share, payable on 26 September 2025

with a record date of 4 September 2025.

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

6

can be

found in the Marlin Dividend Reinvestment Plan Offer

Document, a copy of which is available at marlin.co.nz/

investor-centre/capital-management-strategies/.

Warrants

The Marlin warrant (MLNWG) had an exercise date of

16 May 2025, when warrant holders had the option

to convert their warrants into ordinary shares at an

exercise price of $0.96 per warrant. On the exercise

date, 1.0m warrants out of a possible 53.7m warrants

were converted into Marlin ordinary shares. The new

shares were allotted to warrants holders on 21 May

2025 and the additional funds were invested during

May 2025.

Share Buybacks

The share buyback programme

7

is another part of

Marlin’s capital management programme. Share

buybacks only occur when the share price discount

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

2025, there were 1.3m buybacks, (FY24: 0.4m).

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 and currency hedging before expenses, fees and

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

4

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

5

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

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

minimum management fee of 0.75%pa.

6

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

Limited.

7

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

reinvestment plan.

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DIRECTORS' OVERVIEW CONTINUED
Company Performance

For the year ended 30 June202520242023202220215 years

(annualised)

Total Shareholder Return2.8%13.8%(11.1%)(27.6%)88.5%7. 3 %

Adjusted NAV Return0.2%19.5%13.8%(25.6%)40.3%7. 3 %

Dividend Return

1

8.5%7. 9 %7. 3 %7. 0 %6.9%

Net Profit / (Loss)$0.3m$ 3 7. 2 m$23.6m($60.4m)$69.2m

Basic Earnings per Share0 .15 c p s17. 5 9 c p s11.63cps(31.34)cps39.55cps

OPEX Ratio1.5%2.2%1.7%1.1%3 .1%

OPEX Ratio (before performance fee)1.5%1.7%1.7%1.1%1.7%


As at 30 June20252024202320222021

NAV (as per financial statements)$0.95$1.03$0.93$0.89$1.28

Adjusted NAV$3.54$3.53$2.95$2.60$3.49

Share Price$0.91$0.96$0.92$1.12$1.6 0

Warrant Price-$0.03$0.01-$0.26

Share Price Discount/(Premium) to NAV

2

4.2%5.8%1.1%(25.8%)(30.5%)


Annual Shareholders’ Meeting

The 2025 annual meeting will be held on Friday 7

November 2025 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

Marlin has not performed well during the 2025 financial

year. However, the portfolio’s focus on quality, growth-

oriented businesses remains a cornerstone of the

portfolio’s investment strategy, ensuring that the

portfolio is comprised of companies which have clearly

identified competitive advantages and are therefore

expected to perform as market sentiment recognises

their strong fundamentals. The board is confident

in Marlin’s medium to long-term prospects. We

appreciate your continued support and look forward

to seeing many of you at our annual meeting on 7

November.

On behalf of the board,

Andy Coupe, Chair

Marlin Global Limited

10 September 2025

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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 June202520242023202220215 years

(annualised)

Gross Performance Return2.7%22.9%16.4%(24.9%)46.7%10 .1%

Benchmark Index

3

14.9%15.2%15.3%(12.8%)3 7. 8 %12.9%

Performance Fee Hurdle

4

9.7%10.8%9 .1%5.8%5.3%

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 (the change in the 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

2024

Nov

2017

Nov

2018

Nov

2019

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Sam Dickie
Senior Portfolio Manager

MANAGER’S REPORT

“Marlin had a

disappointing

year, amidst the

sharpest rise in

stock market

volatility since

COVID - an

environment that

Marlin normally

outperforms in.”

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companies, in general, sharply underperformed low-
quality companies, which was unhelpful for Marlin’s

investment strategy of investing in quality growth

companies.

Chart 2: Global stock markets sold off, and

rebounded extremely quickly

Our global benchmark was up 15% for the year.

The best performing sectors were banks (+40%),

communications services (+30%) and utilities (+25%).

Marlin has zero weighting in banks and utilities,

because they typically have narrower moats and

shorter growth runways and this impacted our relative

performance. On the other hand, Marlin is overweight

communication services via companies like GOOGL

and META which helped. The worst performing sector

was healthcare and Marlin is overweight because this

sector lends itself to companies with wide moats, long

growth runways and typically less volatile earnings.

Disappointing performance: Why, what we’ve

changed and why we are confident about the

future

Marlin had a disappointing 12 months to June

2025, which has also impacted our medium-term

performance numbers. Whenever we experience

a period of poor performance, we need to quickly

diagnose the problem, look for lessons, and refine our

process where appropriate.

Global stock markets experienced elevated volatility

driven by unprecedented policy uncertainty, reaching

levels not witnessed since the Global Financial Crisis

and the early stages of the COVID-19 pandemic.

US policy uncertainty indices recorded their highest

readings in five decades, reflecting heightened

investor concerns regarding trade policies and federal

spending initiatives.

Chart 1: Unprecedented US economic policy

uncertainty

We often talk about how hard it is to predict the impact

of politics and macroeconomics on stock markets.

During the year the US implemented sweeping tariffs

across the globe; bombed three nuclear sites in Iran

resulting in a 20% spike in oil prices; proposed a

government spending bill that would add $2-$3 trillion

to the US government deficit; and despite falling

inflation, US long-term interest rates rose, driven by

both tariff related inflationary fears and excess US

Government debt fears. Offsetting these events,

has been a US consumer that has been surprisingly

resilient; inflation that has continued to subside; and a

surge in investment in Artificial Intelligence (AI) that has

resulted in corporate revenue and earnings surprising

to the upside.

The impact of this saw global stock markets end the

year at all-time highs although notably, for the first time

in several years, the US stock market underperformed

other international markets. We also saw high-quality

The 2025 year was marked by the sharpest rise in stock market volatility since the COVID

pandemic and, before the pandemic, the Global Financial Crisis, with President Trump’s Liberation

Day inspired “crash” in April causing a severe reaction. Disappointingly, while this environment

should have provided opportunities for Marlin, the portfolio has underperformed because of

sector specific and stock specific challenges. We have critically analysed the reasons for the

underperformance and have implemented certain process improvements and portfolio changes

over the past few months as a result. Following this review, we remain confident about the long-

term outlook for the portfolio.

Marlin delivered a gross performance of +3% for shareholders, significantly less than the +15% for

the market benchmark over the 12-month reporting period.

US Economic Policy Uncertainty Index

500

400

300

200

100

0

1985 1995 2005 2015 2025

Jun-24 Sept-24 Dec-24 Mar-25 Jun-25

950

900

850

800

750

700

MSCI All Country World Index

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In any given year, we may expect a material change in
investment thesis on 3-4 positions that go against us.

During the 2025 year, Marlin experienced eight sector

and stock-specific issues that impacted the portfolio -

so 2025 was an unusually tough year.

Five of the top six detractors from performance

were for sector specific reasons – particularly in

healthcare. In most cases, the companies are doing

what we would like to see from a long-term investor’s

perspective. They are managing through abnormal

sector specific headwinds by prudently managing

costs, while continuing to invest in critical growth

areas, and holding or taking market share from weaker

competitors. However, in the short-term the sector

specific headwinds have weighed on their share prices.

Going forward we aim to be nimbler and move more

quickly to cut position sizes when new sector specific

controversies arise.

Another factor identified in our review was that our

stock picks tend to outperform more regularly in the

first few years after initiating a position. Increasing the

number of new investment ideas reviewed and added

to the portfolio each year (and replacing companies

where the investment thesis may have played out) will

keep the portfolio fresh and has the potential to boost

performance. The team has been working hard to

increase the cadence of new stock additions (with 6

stocks added between late September and year end),

which also allows us to move more quickly replacing

companies where we have question marks.

We are also looking to broaden the sector and

geographical mix of the Marlin portfolio as we add new

companies. A more diverse spread across sectors

and geographies will help reduce the impact of issues

arising in a specific sector (e.g. healthcare).

As can be seen in Chart 3 below, our high conviction

style can lead to stretches of both disappointing

and strong performance relative to the benchmark.

However, the high-conviction STEEPP process has

served Marlin successfully for 18 years (see Chart 4)

and while performance is cyclical, we are confident

that our investment process will work well in the years

ahead. We maintain our high conviction style but are

refining how we implement the STEEPP process to try

and deliver stronger and more consistent outcomes.

MANAGER’S REPORT CONTINUED

Chart 3: Marlin annual performance vs the

benchmark

Chart 4: Marlin long term gross returns vs the

benchmark

Investing through geo-political turmoil

The days following President Trump’s Liberation Day

announcement on April 2nd drove the sharpest fall in

stock markets since the COVID crisis and the sharpest

rise in volatility (and fear) in 25 years. The announced

tariffs were wider ranging and higher than the market

expected.

Every bout of volatility is different but the framework

in which we invest remains the same. As long as the

moat, medium term growth runway and exceptional

people running our portfolio companies has not

changed, market volatility is typically a buying

opportunity for long term investors.

We used the April 2025 sell-off to reposition the

portfolio. Firstly, we added to oversold tariff-affected

names like Intuitive Surgical and Meta. Secondly,

we upgraded portfolio quality by buying Costco

and Hermès (funded by reducing weight in Icon and

Greggs). And thirdly, we trimmed United Health and

Boston Scientific to add to Amazon, KKR and Nvidia.

Since then, the market has rallied over 30%, and stocks

like Nvidia, Meta and Amazon are up significantly more.

Marlin Benchmark

8

7

6

5

4

3

2

1

0

2007

2008

2009

2010

2 011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

Annual relative performance since inception

(Gross performance vs market benchmark to 30 June)

2008

2009

2010

2 011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

25%

20%

15%

10%

5%

0%

-5%

-10%

-15%

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On the ground in the US
Soon after President Trump’s “Liberation Day” tariff

announcement, we travelled to the US to meet our

portfolio companies and assess the likely impact of

these trade policies.

Liberation Day initially triggered recession fears, with

economists forecasting that companies and consumers

would sit on their hands and not spend amidst the

uncertainty.

We met dozens of companies while we were in the US

but the clearest picture we got on the real time health

of the economy was from credit card companies and

rail companies. They told us that consumer spending

was resilient, and goods were still moving across

the country by rail. While economists were busily

downgrading economic growth forecasts, we were

seeing a different picture.

Chart 5: US and global GDP growth downgraded

for 2025....and starting to be re-upgraded...

We learned that large multinational companies were

regionalizing production—ensuring US facilities serve

US demand, European factories serve Europe, and

Chinese operations focus on China. The point is, it

remains to be seen whether President Trump’s goal of

dragging lots of manufacturing back to the US will be

successful. Smart US companies are saying the right

things about moving manufacturing home but keeping

their options open.

What is clear though is that the market sought out and

found President Trump’s pain point. He was prepared

to let equity markets fall as he negotiated for better

trade deals. However, when long term interest rates

started going up rapidly, as foreign investor sold US

bonds, he blinked - because borrowing rates impact

the average American (and Presidential approval

ratings) – so higher rates were not acceptable.

It was another reminder that unexpected

macroeconomic or geo-political events are often good

buying opportunities.

The healthcare sector was a drag on

performance

Our healthcare sector exposure faced significant

headwinds. The US Government’s efforts to reduce

healthcare spending pressured pharmaceutical

customers to cut costs sharply. Additionally, the

biotechnology sector continues unwinding from

excessive COVID-era growth. Our high exposure to this

typically more stable sector amplified the impact on the

portfolio.

The US healthcare system faces its most critical

crossroads in decades, with spending reaching

levels that threaten fiscal sustainability. Healthcare

expenditure totals more than $5 trillion, or close to

20% of GDP, twice the OECD average. So, any US

healthcare exposure Marlin has should be part of the

solution (cutting costs) rather than part of the problem.

Companies like Dexcom are helping lower the high cost

of obesity and diabetes on the US government with its

continuous glucose monitoring devices. Icon is also

part of the solution, using its clinical research expertise

to complete drug trials 12 months faster and up to

20% cheaper. Boston Scientific’s products drive 40%

higher patient throughput at cardiac centres, fewer

unnecessary patient stays, and faster procedure times

is also helping. So is Intuitive Surgical’s robotic systems

that speed up surgery and help reduce surgical

backlogs.

While we have reduced our weighting to this sector

amidst this uncertainty, the sector has never been this

cheap relative to the broader stock market.

Chart 6: US healthcare sector price to earnings

ratio vs the S&P500

U.S. GDP Economic Forecast

2.5

2.0

1.5

1.0

Jun-24 Sept-24 Dec-24 Mar-25 Jun-25

S&P Composite 1500 Health Care (Sector)

/ S&P 500 Index

1.2

1.1

1.0

0.9

0.8

0.7

2006 2009 2012 2015 2018 2021 2024

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MANAGER’S REPORT CONTINUED
AI boom and bust

Like last year, the AI boom continued, albeit with some

hiccups. While we talked last year about some signs of

irrational exuberance in the market, we saw the bubble

significantly deflate earlier this year.

The catalyst was China based DeepSeek’s cost-

efficient breakthrough model released in January,

which demonstrated that high-quality AI could be

developed using far fewer resources than traditional

approaches. This sparked immediate market concerns

about whether existing AI investment strategies

remained viable.

This weakness was supercharged by President

Trump’s tariff spat with China and further restrictions

placed on the export of AI related products to China.

We used that weakness to add to our AI exposures.

As a reminder, we are exposed via four buckets:

1. Cloud providers like Microsoft, Google and

Amazon that have large cloud infrastructure

businesses that provide the picks and shovels for

the AI boom

2. Large consumer-facing users of AI technology,

such as Meta and Tencent. These companies are

using AI to drive increased engagement with their

customers, which in turn is helping them attract

more advertising dollars

3. Providers of the semiconductor chips required

to power AI, through our holding in Nvidia (we

used the AI/market weakness during the year to

accumulate the position)

4. Less obviously, through equipment suppliers

like ASML, which has a near monopoly on the

manufacturing equipment that makes the high-

end semiconductor chips that power AI.

We are being very selective about our investments

in this space, as we do see some overexuberance in

parts of the sector. Several of the companies named

above were key drivers of Marlin returns for the year.

Chart 7: AI exposed companies significantly

outperformed the broader market

Performance highlights and lowlights

Positive contributors

The top performers in the Marlin portfolio were Netflix,

Meta, Mastercard, Boston Scientific and Tencent.

Netflix (+98%) was a standout performer in 2025.

The company surpassed 300 million subscribers,

growing rapidly even in mature markets like the US and

Canada. Netflix’s cheaper ad-supported option has

broadened its appeal. Netflix’s significant $18 billion

investment in content for 2025 reinforces its leadership

in the streaming market, where its superior offerings

and disciplined execution have helped it achieve

industry leading customer retention. This has allowed

it to continue to push prices higher, helping drive

industry leading profitability.

Meta (+47%) growth continues to exceed

expectations, and it remains committed to investing

in AI for future growth. Meta’s turn around over

the past two years has been spectacular. It had to

overcome major technical challenges from changes

in Apple’s privacy tracking rules and new competition

to now being one of the leading beneficiaries of

AI and outperforming peers. AI is a tailwind for

Meta’s business in several ways. Meta’s AI content

recommendation engines are used to deliver more

relevant and fresh content to users which they would

not have otherwise found on their own. This increases

user engagement and time spent on its apps, which

increases advertising slots and revenue for Meta.

Meta is also using AI to improve its advertisement

recommendation engines, serving more relevant

ads to the right audience at the right time, improving

advertisers return on ad-spend. A win-win for both

consumers and advertisers. Meta is also using AI

to create a chatbot that could be used in customer

service and delivered through WhatsApp, a new future

revenue stream. Circa 3.4bn people use at least one

of Meta’s apps each day making Meta’s digital assets

vital for advertisers to reach the right consumers to

grow their business.

Boston Scientific (+39%) continues to benefit from

its leading portfolio of medical devices used to treat

a range of medical conditions from heart disease to

neurological disorders. The launch of the Farapulse

device for treating atrial fibrillation (a heart condition

which increases the risk of death) has been one of the

most successful medical device launches in recent

history. Along with strong performance across most

of its segments, this has propelled Boston Scientific’s

revenue growth rate from 7% historically to over 17%

today, one of the fastest growth profiles amongst

listed medical device companies; a position we believe

Boston Scientific can maintain in future years.

Returns Jun-24 to Jun-25

45%

40%

35%

30%

25%

20%

15%

10%

5%

0%

US AI Winners IndexS&P 500 Equal Weight Index

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Tencent (+36%) continues to demonstrate its ability to
outgrow peers against a tough China macro backdrop

as it is one of the best positioned companies in China

to benefit from AI. Tencent has over one billion users

on its Weixin social media app, that use the app for

over an hour each day. This massive user base offers

unmatched potential to monetise AI through multiple

avenues including improved user engagement and

increased advertising revenue in its social media and

video products; consumer facing AI applications; and

AI search.

Mastercard (+28%) continues to take payment market

share away from cash and cheque which are still

40% of total payment volumes. Investors became

concerned during the year that stablecoins could

disrupt Mastercard, exacerbated by the recently

approved stablecoin regulation in the US (GENIUS

Act). Stablecoins are not a credit product, so the only

potential risk is to Mastercard’s smaller debit business.

Debit cards are superior to stablecoin as a payment

option for consumers because of the fraud protection,

significantly wider acceptance and loyalty schemes.

We used the opportunity to add to the position.

Detractors from performance

The biggest detractors from portfolio performance

were Icon, Dexcom, Floor & Décor, Danaher and

ASML.

Icon (-54%) and Danaher (-21%) were impacted by

a slower than expected recovery in research and

development spending after several strong years

during and post-COVID; and as the pharmaceutical

industry faces regulatory and competitive headwinds.

While biotech funding has improved, it has not yet

translated into revenue as customers remain hesitant

to start new drug development projects. Large

pharma customers like Pfizer have also been cutting

drug development programs to reduce costs. This

backdrop was expected to improve in 2025, but the

combination of high interest rates, macroeconomic

and tariff uncertainty; and questions over the Trump

administration’s pharma regulatory policies, has seen

ongoing hesitancy in drug development. We believe

these challenges are likely temporary, and industry

growth will start to reaccelerate next year as biotech

companies continue to invest in innovative new

treatments.

ASML (-21%) has faced several headwinds since we

invested last year resulting in poor performance. ASML

manufactures lithography machines used to produce

semiconductor chips for various applications, including

mobiles, PCs, cars, and AI. While demand for AI

remains strong, other markets are recovering more

slowly, causing chip makers to delay spending on

semiconductor-making machinery. Uncertainty around

tariffs has further added to this hesitancy. In addition,

two of ASML’s largest customers, Samsung and

Intel, have either postponed or reduced investment in

manufacturing facilities as they struggle to maintain

competitiveness with peers. We recognise that ASML

is a cyclical business and expect these headwinds

to be temporary, with long-term demand for ASML’s

advanced lithography tools remaining strong given

increasing demand for semiconductor chips.

Dexcom (-23%) fell sharply in July 2024 as it

unexpectedly lowered its growth expectations for

the year, with the company guiding to 4-8% revenue

growth in the second half, down from 20% growth

in the first half. These headwinds were somewhat

self-inflicted, and we think there is still a long growth

runway ahead for Dexcom. This is a company that has

executed well, growing sales of its continuous glucose

monitors (CGMs) nearly 30% p.a. over the last five

years to around $4 billion globally. Amidst a lot going

on, including a major salesforce restructure; the launch

of new consumer-facing CGM; and the ramp up of

two manufacturing facilities, the company has run into

some challenges which have impacted its growth.

We initially reduced our position as we awaited more

clarity on the pace of the turnaround but increased our

weight through the year as we got more confidence in

management execution.

Floor & Décor (-24%) continues to operate through

a weak industry backdrop. This has been driven by

mortgage rates remaining high post pandemic which

has reduced total market activity. Floor & Décor

continues to take market share from smaller operators

and continues to open new stores, targeting 500

stores (from 250 today). When market conditions

adjust, Floor & Décor should be well positioned to

accelerate growth as there will be less competition

that has survived through the current market

environment. However, similar to our healthcare

exposures, we reduced weight in Floor & Décor as the

macro weakness in this sector has been abnormally

elongated.

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

in the last year. We now have a slightly larger number

of companies, spread more across geographies and

sectors.

Overall, we believe these changes improve the quality

of the portfolio.

New portfolio additions

Nvidia is the global leader in high performance

semiconductor chips required to train and serve AI

models. Its moat is built around its superior hardware

and especially its proprietary CUDA software. CUDA

software is the de facto industry standard used by

the vast majority of software developers to extract the

optimal performance from the chips. Nvidia is led by

co-founder Jensen Huang who recognised well over

a decade ago AI’s potential and the importance of

his chips to serve that potential. His vision is coming

to fruition today. Demand for Nvidia GPUs continues

to grow as more AI models are trained and people

increasingly adopt AI every day. We added Nvidia in

September after it had a period of underperformance,

and we built the position further in April when the

market lost enthusiasm for AI companies.

Hermès is a French luxury design brand that sells

leather goods, clothes, silk scarves, homeware and

jewellery. The company is known for its iconic Birkin

and Kelly bags where resale values often exceed retail.

Ultra-high-quality products, exclusivity (key leather

products are hard to acquire and have waiting lists)

and a vertically integrated supply chain (quality control)

give Hermès a strong brand moat. And it is run by

a very long-term oriented management team. The

luxury sector had been under pressure as Hermes’

competitors “over earned” coming out of Covid-19 by

raising prices too aggressively. Hermes got caught up

in that poor sentiment (despite the fact the company

did not raise prices aggressively) and that gave us an

opportunity to add it to the portfolio.

Costco is a leading global warehouse club, offering

high-quality products in bulk at low prices. The

company is the third largest retailer in the world by

revenue and operates more than 900 warehouses.

Costco serves 137 million members by providing a

wide range of goods—from groceries to electronics

and household items. Costco’s ability to leverage its

scale to consistently deliver the lowest prices creates

a strong moat. This, combined with its customer-

centric culture has led to sales per square foot double

that of its nearest competitor. Costco has substantial

opportunity to expand its warehouse footprint both in

the U.S. and internationally.

MANAGER’S REPORT CONTINUED

Tr adeweb operates electronic marketplaces for fixed

income and equities, connecting over 2,800 clients.

Its scale, real-time pricing, and superior liquidity have

allowed it to take market share from competitors for

the last 7+ years through implementing innovative

trading protocols. The adoption of electronic trading

will continue to be a tailwind.

Zoetis is the global leader in animal health, owning

many of the leading brands of drugs used to treat

cats, dogs and livestock. Zoetis has a dominant

position in several of the fastest growing therapies,

including dermatology and osteoarthritis pain; and has

consistently grown market share since its spin-off from

Pfizer in 2013. While Zoetis continues to take overall

market share, the uptake of its latest pain drug Librela

has been below expectations which has driven stock

underperformance. The company is taking steps to

educate veterinarians and pet owners to ensure a clear

understanding of the product’s benefit-risk profile to

build confidence in the product and improve growth,

which may take time. Zoetis plans to launch one new

innovative product each year from its strong pipeline of

new drugs, supporting overall revenue growth.

KKR is a leading alternative asset business benefiting

from the structural growth in alternative assets as

pension funds, sovereign wealth funds and high-net-

worth individuals increase their allocations to private

equity and alternatives. KKR’s uniquely collaborative

culture (single, firm-wide P&L rather than siloed teams),

widespread equity ownership amongst its people

driving an ”owners’ mentality”, plus its exceptional

brand and track record of returns attracts the best

people. Nearly half of KKR’s funds under management

come from long-term sources, like their wholly owned

insurance company. These two factors underpin the

moat. KKR is well positioned to sell its product into the

nascent (~5% penetrated) private wealth market which

will drive the growth runway. We took advantage of

the market weakness in April to add a small position in

KKR to the portfolio.

Portfolio exits

We exited Dollar General and Dollar Tree during

the year. During the GFC, the dollar stores saw sales

growth accelerate as consumers “traded down”. This

defensive characteristic has not been repeated in

the recent environment. The low-income consumer

(which makes up 60% of the customer base) continues

to reduce spending in the face of the higher cost

of living. While higher-income consumers are also

tightening the belt, the companies are facing increased

competition from large discount stores like Walmart

and ecommerce retailers trying to win these customers

back. This was a change in our thesis and hence we

exited the small positions.

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Headquarters Company%
Holding

ChinaTencent Holdings3.9%

France Hermes International3.9%

IrelandIcon1.9%

United

Kingdom

Greggs Plc2.5%

United StatesAlphabet5.6%

Amazon.Com7.7 %

ASML Holding NV5.0%

Boston Scientific4.0%

Costco Wholesale

Corp

1.0%

Danaher Corporation5 .1%

Dexcom Inc4.5%

Edwards Lifesciences

Corp.

2.9%

Floor & Décor Holdings4.6%

Gartner Inc4.0%

Intuitive Surgical Inc5.6%

KKR & Co Inc1.1%

Mastercard6.0%

Meta Platforms Inc4 .1%

Microsoft6.9%

MSCI Inc2.4%

Netflix3.2%

Nvidia Corp2.7%

Salesforce.com3.4%

Tradeweb Markets Inc1.0%

UnitedHealth Group Inc1.2%

Zoetis Inc2.7%

Equi t y Tot a l96.9%

New Zealand dollar

cash

0.4%

Total foreign cash1.0%

Ca s h Tot a l1.4%

Forward Foreign

Exchange

1.7%

TOTAL100.0%

Portfolio Holdings Summary

as at 30 June 2025

The information in the Directors’ Overview and in this

Manager’s Report (including all text, data and charts) was

prepared as at mid-August 2025. The information was

prepared as a general summary of the matters covered only,

and it is by necessity brief. The information and opinions are

based upon sources which are believed to be reliable, but

Marlin Global Limited and its officers and directors make no

representation as to its accuracy or completeness. The report

is not intended to constitute professional or investment advice

and should not be relied upon in making any investment

decisions. Professional financial advice from a financial

adviser should be taken before making an investment.

To the extent that the report contains data relating to the

historical performance of Marlin Global Limited or its portfolio

companies, please note that fund performance can and will

vary and that future results may have no correlation with results

historically achieved.

Portfolio positioning

The Marlin portfolio comprised 26 companies as at 30

June 2025, diversified across a range of sectors.

Outlook

President Trump’s final tariff outcomes should become

clear in the second half of 2025. Given the uncertainty

about timing and the size of the tariffs, economists

have modelled a range of outcomes, and it appears

that the drag on US and global growth will likely range

from 1-3% and the tariffs will likely push up inflation by

1-2%.

Despite the likelihood of further tariff disruption, global

unemployment remains low, the global consumer

remains resilient and corporate earnings continue

to grow – which has been a major contributor to the

strong stock market. While economic and corporate

earnings growth remain supportive, valuations have

again become elevated.

The rapid speed of change continues; technology and

AI are developing at an exponential rate, interest rates

remain elevated, and geo-political risks seem ever-

present. These factors mean that businesses continue

to be at a risk of disruption, and investors need to be

nimble.

We remain optimistic about the growth prospects of

Marlin’s portfolio companies, and in their prospective

returns in the years ahead.

Sam Dickie, Senior Portfolio Manager

Fisher Funds Management Limited

10 September 2025

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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 26 securities as at 30 June 2025.

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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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-3

%

+14

%

-21

%

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 2025 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 2025.

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 global leader in

online video content, and Google

Cloud Platform, the #3 player in

cloud computing.

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, consumers

view more content online and

companies increasingly adopt

cloud computing.


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 includes 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 the

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,

laptops and datacenters for AI.

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

+39

%

+9

%

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 of 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?

Costco Wholesale is a leading

global warehouse club, known for

offering high-quality products in

bulk at low prices. The company

is the third largest retailer in the

world by revenue and operates

in more than 900 warehouses

globally. Costco serves 137 million

members by providing a wide

range of goods - from groceries

and electronics to household

items.

Why do we own it?

Costco’s ability to leverage its

scale to consistently deliver the

lowest prices creates a strong

moat. This, combined with

its customer-centric culture,

has led to sales per square

foot double that of its nearest

competitor. Costco has substantial

opportunity to expand its

warehouse footprint both in the

US and internationally, providing

a long growth runway for the

company.

-21

%

Total Share Return

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 seeks 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.

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-15

%

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

products allow for the treatment of

this disease without the need for

risky open-heart surgery.

Why do we own it?

Edwards Lifesciences continues

to lead the industry in innovation,

investing in the development of

new products which both improve

medical outcomes for patients and

help doctors treat a wider range

of previously untreated patients

using a lower risk approach. With

a dominant market share and

continued investment in research

and development, Edwards

Lifesciences is well positioned for

long-term growth.

MARLIN PORTFOLIO COMPANIES CONTINUED

Total Share Return

-24

%

UNITED STATES

What does it do?

Floor and Décor is a leading

specialty hard flooring retailer

in the US. Its 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 over

250 stores across 30 states.

Why do we own it?

The company has the potential to

dominate the niche hard surface

flooring category. There is a

significant runway for future store

growth with the potential to grow

its footprint to around 400 stores.

Given the company’s size and

scale, Mom and Pop retailers,

which have 50% market share,

cannot compete on price, variety

of products or service with Floor

and Décor.

Total shareholders return in local currency sourced from Bloomberg.

-23

%

Total Share Return

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 5% of

the 500 million global diabetic

population use a CGM device,

so Dexcom is well positioned for

many years of growth.

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Total Share Return

-10

%

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

in helping companies navigate this

challenging environment. Gartner

estimates there are 138,000

businesses globally that could

use its service, of which around

13,000 are current customers –

indicating a long growth runway.

Gartner is making good progress

looking to replicate this model

in adjacent business functions

including HR, Finance and Supply

Chain.

Total Share ReturnTotal Share Return

-28

%

+14

%

UNITED KINGDOM

What does it do?

Greggs is a vertically integrated

food retailer in the UK, focused on

offering value-for-money food-on-

the-go. The company operates

more than 2,600 stores and is a

leader in the UK food-on-the-go

market.

Why do we own it?

Greggs is an attractive growth

story with the potential to gain

share of a fragmented market

given the strength of Gregg’s value

proposition. We see 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.

FRANCE

What does it do?

Hermès is a French family-

owned luxury design brand that

sells leather goods, clothes, silk

scarves, homeware and jewellery.

The company is known for its

iconic Birkin and Kelly bags where

resale values often exceed retail.

Why do we own it?

High quality (controlled through

a vertically integrated supply

chain) and product exclusivity

give Hermès a strong moat. The

company is run by a long-term

oriented management team and

has a long growth runway, making

Hermès an attractive investment.

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MARLIN PORTFOLIO COMPANIES CONTINUED

Total Share Return

+41

%

UNITED STATES

What does it do?

KKR is a leading alternative

investment firm. Founded in 1976,

KKR was one of the early pioneers

of the modern private equity

model. The company has since

grown to a global alternative asset

franchise, managing over $650

billion globally across a range of

assets including private equity,

private credit and infrastructure.

Why do we own it?

KKR is benefiting from the

structural growth in alternative

assets as pension funds,

sovereign wealth funds and high-

net-worth individuals increase

their allocations to private equity

and alternative investments.

While asset management is a

competitive industry, KKR has

a wide moat given its strong

track record of returns and

the stickiness of assets under

management. KKR’s brand and

track record helps with fundraising

and attracting investment talent.

Total shareholders return in local currency sourced from Bloomberg.

Total Share ReturnTotal Share Return

-54

%

+22

%

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 for large

pharmaceutical companies, and

Icon has been gaining share.

While the pharmaceutical industry

is currently going through a period

of rationalisation post COVID,

we expect the industry to return

to growth driven by continued

investment in innovative new

drugs driving an increase in

clinical trials.

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 10,000

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

such as better vision 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 twenty 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

+28

%

+47

%

+12

%

UNITED STATES

What does it do?

MasterCard is the second largest

payment network in the world,

operating in 220 countries across

150 currencies, supporting more

than 3.5 billion cards and 150m

acceptance locations 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

(allowing for capital returns)

support a strong growth outlook

over the medium to long term.

UNITED STATES

What does it do?

Previously known as Facebook, it

has rebranded to Meta Platforms

and is the parent organisation of

Facebook. Meta owns four of the

most dominant social networking

and messaging platforms in

the world – the Facebook app,

Instagram, Messenger and

WhatsApp. It monetises these

platforms by selling advertising

slots to millions of businesses

globally.

Why do we own it?

The average US user spends over

an hour a day on Facebook and

Instagram combined. This high

user engagement, combined with

Facebook’s unparalleled ability

to deliver an audience of over

3.4 billion daily active people 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, 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 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.

Additionally, Microsoft is well

placed to monetise AI due to its

broad portfolio of products and

applications.

MARLIN GLOBAL LIMITED
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26

Total Share Return

UNITED STATES

What does it do?

Nvidia is a computer chip

designer specialising in GPUs

(graphics processing units), of

which it is the world’s largest

supplier (~85% market share). Its

GPUs are used in datacentres,

robotics, gaming, professional

visualisation and autonomous

driving. Demand for its GPUs

in datacentres is driven by an

increasing proportion of high

performance or accelerated

computer processing e.g.

simulations, machine learning,

training and inferencing large AI

models.

Why do we own it?

Nvidia’s 10-year head start

developing its ecosystem

of chip hardware, software

and networking creates a

lock-in effect for customers

and underpins the moat.

The demand for accelerated

compute will remain structurally

high for some time. The

company’s co-founder continues

to run the company along with

a highly talented management

team.

+28

%

MARLIN PORTFOLIO COMPANIES CONTINUED

Total shareholders return in local currency sourced from Bloomberg.

Total Share Return

+98

%

UNITED STATES

What does it do?

Netflix is the world’s leading

streaming service with over 300

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.

Total Share Return

+21

%

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

over 7k clients in more than 100

countries and has over $17tn in

assets benchmarked to their various

indices.

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 private

assets), and under penetrated clients

segments such as wealth and hedge

funds. 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

results in high customer retention

rates. MSCI has a long-tenured

management team with material

ownership in the business, aligning

them well with shareholders.

MARLIN GLOBAL LIMITED
ANNUAL REPORT

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27

Total Share ReturnTotal 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 benefits from

customer switching costs,

high customer lifetime value,

and brand reputation as a

reliable partner for Fortune 500

companies. Salesforce is well-

positioned to continue growing

its customer base as businesses

continue to digitise and move to

the cloud. Salesforce continues

to deepen its relationship within

its existing enterprise customers

as it adds new products and

functionality to its platform,

such as its new Agentforce AI

product.

UNITED STATES

What does it do?

Tradeweb is a leading

global operator of electronic

marketplaces for rates, credit,

equities and money-market

products. The platform facilitates

more transparent, efficient, and

liquid electronic trading of fixed-

income securities for over 2,800

clients in over 70 countries.

Why do we own it?

We own Tradeweb for its

dominant position in a structurally

growing, oligopolistic market

where accelerating electronic

adoption, strong network effects,

and a proven track record of

innovation support a long runway

of sustained revenue and market

share growth.

+7

%

+2

%

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, 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 leveraging its dominant

WeChat platform and its strong

AI capability to create significant

value in areas such as advertising,

ecommerce, financial services and

even its core gaming business,

which we do not think is fairly

reflected in the current share price.

Total Share Return

+36

%

MARLIN GLOBAL LIMITED
ANNUAL REPORT

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28

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. The industry is

currently facing headwinds from

a combination of reimbursement

pressure and high growth in

medical procedure volumes.

However, UnitedHealth Group’s

strong competitive position

is driven by a combination of

local scale, supported by large

national infrastructure and a

vertically integrated model. This

will allow it to continue to gain

market share across its business

longer term.

-38

%

UNITED STATES

What does it do?

Zoetis is the global leader in animal

health, owning many of the leading

brands of drugs used to treat cats,

dogs and livestock.

Why do we own it?

Zoetis has a dominant position

in several of the fastest growing

therapies, including dermatology

and osteoarthritis pain. Coupled

with a strong pipeline of new drugs,

we expect Zoetis to continue

gaining share in the animal health

market.

Total Share Return

-17

%

Total shareholders return in local currency sourced from Bloomberg.

MARLIN PORTFOLIO COMPANIES CONTINUED

DAVID McCLATCHY BCom
Chair of Investment Committee

Independent Director

David McClatchy is an experienced company director

who has had extensive investment management

experience across New Zealand and international

markets over the last 35 years. David is a director of

Kingfish, Barramundi and 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 Kingfish and Barramundi, 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 was previously a Director of New Zealand Post,

being also Chair of the Audit and Risk Committee for

eight years and Chair for three years. Carol is a fellow

of both Chartered Accountants Australia and New

Zealand and the Institute of Directors and is a member

of the Disciplinary Tribunal of New Zealand Institute of

Chartered Accountants.

Carol had her own chartered accountancy practice for

11 years after a successful career as a partner at EY

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 Kingfish

and Barramundi, and is also a director of Briscoe Group.

Andy was formerly Chair of Television New Zealand,

Farmright, Solid Energy New Zealand and the New

Zealand Takeovers Panel. Andy’s principal place of

residence is Hamilton.

Andy was first appointed to the Marlin board on 1 March

2013.

FIONA OLIVER LLB, BA, CFInstD

Independent Director

Fiona Oliver is an experienced director, with governance

roles across a range of business sectors, including

infrastructure (renewable energy, natural gas),

technology, retirement villages, professional and

financial services and sport. She is a director of Kingfish

and Barramundi. Fiona is also a director of Gentrack

Group Limited, Clarus Group, Freightways Limited,

Summerset Holdings Limited, Wynyard Group Limited

(in liquidation) and a board member of the Guardians

of the New Zealand Superannuation Fund. Fiona’s

Executive roles included Chief Operating Officer of

Westpac NZ’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. 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

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l


29

For the year ended 30 June 2025 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 recommended by NZX Limited

(“NZX”) and to reflect any changes required by NZX

listing rules, applicable laws, 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 2025

1

. 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 2025, Marlin

was in compliance with the NZX Code, with the

exception of recommendations 4.3, 5.2 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;

• in relation to recommendation 5.2, Marlin does

not have a remuneration policy for executives

as Marlin delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement and does not

have its own employees or executives; and

• in relation to recommendation 5.3, there is no

Chief Executive Officer remuneration disclosure

as Marlin delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement and does not

have its own Chief Executive Officer.

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.

1

Since Marlin’s last annual report, the NZX Code was amended with effect from 1 January 2025 and 1 April 2025. Issuers (such as

Marlin) with a 30 June balance date will be required to report on the 1 April 2025 amendments in their annual report for the financial

year ended 30 June 2026. However, Marlin has complied with those amendments in this Corporate Governance Statement.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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30

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.

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 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.

MARLIN GLOBAL LIMITED

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31

CORPORATE GOVERNANCE STATEMENT CONTINUED
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, the board’s assessment of their

independence, and attendance at board meetings

and committee meetings held during the financial year

ended 30 June 2025 is available on pages 29 and 35

of this Annual Report and also on Marlin’s website.

Information in respect of each director’s ownership

interests in Marlin shares is available on page 65 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, without regard to the Company’s

conflict management arrangements. 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 2025, the board considered that each of

Andy Coupe (Chair), Carol Campbell, David McClatchy

and Fiona Oliver are independent directors and

therefore the board 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. 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 2025FemaleMaleFemaleMale

Directors2250%50%

NumberProportion

30 June 2024FemaleMaleFemaleMale

Directors2250%50%

The Remuneration and Nominations Committee’s

annual assessment of the board’s diversity and

progress on achieving the diversity objectives 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.

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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

responsibility

◊OO◊

Investor

and other

stakeholder

relations

O◊◊◊

Geographical

location

HamiltonAucklandTaurangaAuckland

Tenure (years)

12.013.04.03.0

Gender

MFMF

O = High capability

= Medium capability

The board has limited High Capability to a maximum of

four for each director.

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

Kingfish Limited, Barramundi Limited

or Marlin Global Limited

Listed

company

governance

Listed company governance

experience other than in Kingfish

Limited, Barramundi Limited or Marlin

Global 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 Kingfish Limited, Barramundi

Limited or Marlin Global 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.

MARLIN GLOBAL LIMITED

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33

CORPORATE GOVERNANCE STATEMENT CONTINUED
Independent Chair and separation of the Chair

and Chief Executive Officer

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

M a nag e r.

Independent directors

The board has determined that all four current

directors are independent. In reaching that

determination the board considered the particular

matters in table 2.4 of the NZX Code noted below.

• None of the directors are or 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 provide, or have previously

provided professional services to or been in a

business or contractual relationship (other than as

a director) with the Company or the Manager.

• None of the directors are, or have previously 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 are or have been senior managers

of, or persons associated with, a substantial

shareholder or warrant holder of the Company).

• None of the directors have close family ties

or personal relationships with anyone in the

categories listed above.

The factors specified in table 2.4 of the NZX Code also

include whether a director has held their position for

a period of 12 years or more. As two of the directors

of the Company have been directors for more than 12

years

2

, the Board has carefully considered the effect

of the tenure of those directors when considering their

independence.

David McClatchy and Fiona Oliver have been directors

of Marlin for four and three years respectively. Andy

Coupe has been a Marlin director for just over 12

years, having joined the Marlin board on 1 March 2013,

but notwithstanding that, in view of the other factors

referred to above, the board has determined that Andy

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

Andy’s length of service brings important knowledge

and skills to the board and he is independent from

the Manager. He has also during his time as a director

demonstrated a strong commitment to bringing an

independent judgment to bear on issues before the

board, acting in the best interests of the Company and

representing the interests of shareholders generally.

Carol Campbell has been a Marlin director for just

over 13 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 bringing an independent judgment

to bear on issues before the board, acting in the

best interests of the Company and representing 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.

Each committee operates under a charter approved by

the board. The charter of each committee is reviewed

annually.

Director, board and committee meeting

attendance

A total of eight board meetings, three 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 2025. Director attendance at board

meetings and committee meetings is shown below.

2

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.

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DirectorBoard
Audit

and Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

8/83/31/12/2

Andy

Coupe

8/83/31/12/2

David

McClatchy

8/83/31/12/2

Fiona

Oliver

8/83/31/12/2

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

2025, 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 non-executive and are also considered to

be independent. The board considers that one

member of the committee has an adequate

accounting and finance background based on

the NZX’s Governance Guidance Note. 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 board does

not consider it necessary to have a separate

nomination committee given that all directors are

members of the Remuneration and Nominations

Committee. It is considered more efficient to

combine the functions of remuneration and

nomination committees into a single committee of

the Company.

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.

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CORPORATE GOVERNANCE STATEMENT CONTINUED
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.

Control Transaction Response Protocol

The board has adopted a formal Control

Transaction Response Protocol (previously the

Takeover Response Protocol) as an internal

framework that sets out the process to be

followed if there is a control transaction, such as a

takeover or scheme of arrangement 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

2025, 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

As a climate reporting entity (CRE), Marlin is required

to produce an annual climate statement within four

months after its balance date that identifies and

reports on matters concerning the impact of climate

change on the Company’s businesses 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 standards to the extent

applicable to its business.

The Marlin board has determined the appropriate

climate risk reporting for Marlin in accordance with

the Climate Standards and Marlin will issue its second

annual climate statement by 31 October 2025. A copy

will be 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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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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

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 2025. 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 2025.

Directors’ remuneration* for the 12 months

ended 30 June 2025

Andy Coupe (Chair)$58,500

(1)

Carol Campbell $44,000

(2)

David McClatchy$44,000

(3)

Fiona Oliver $39,000

(4)

*excludes GST

(1) $11,700 of this amount was applied to the purchase

of 11,933 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 and has elected to

apply 20% of his director fees to the purchase of Marlin

shares.)

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

Campbell received as Chair of the Audit and Risk

Committee. $4,400 of this amount was applied to

the purchase of 4,451 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. $4,400 of this amount was applied to

the purchase of 4,510 shares under the Marlin Share

Purchase Plan.

(4) $3,900 of this amount was applied to the purchase of

3,935 shares for Fiona Oliver under the Marlin Share

Purchase Plan.

Details of remuneration paid to directors are also

disclosed in note 4 and note 11 to the audited financial

statements for the financial year ended 30 June 2025.

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 have a remuneration policy for executives. In

addition, the board does not consider it appropriate

to make disclosures about the 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 set by

the Administration Services Agreement and described

in note 11 to Marlin’s audited financial statements for

the financial year ended 30 June 2025.

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.

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Key risk management tools used by Marlin include the
Audit and Risk Committee function, outsourcing of

certain functions to service providers, internal controls,

financial and compliance reporting procedures and

processes, and business continuity planning. Marlin

also maintains insurance policies that it considers

adequate to meet its insurable risks.

The board is actively involved in tracking the

development of existing risks and the emergence of

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

Committee and board receive regular reports on the

operation of risk management policies and procedures

from the Manager. As part of the robust risk

assessment process, significant risks are discussed at

each board meeting, and/or as required.

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

3

(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 eligible to be 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 30 June 2025

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.

3

The current PwC audit partner was appointed in 2024 and rotation will therefore occur no later than the end of 2029.

CORPORATE GOVERNANCE STATEMENT CONTINUED

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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.

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 2025 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.

This year’s Annual Shareholders’ Meeting will be

held at 10.30am on 7 November 2025, 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 was one new waiver granted by NZX and relied

upon by the Company in the financial year ended 30

June 2025.

On 23 July 2024, NZX granted Marlin a waiver relating

to the definitions of Primary Authorised Representative

and Secondary Authorised Representative under

the NZX Listing Rules, to the extent that they require

Authorised Representatives to fall within limb (a) of the

definition of an Employee under the NZX Listing Rules

or be a director (as defined in the NZX Listing Rules)

of the issuer. The waiver was necessary because the

Authorised Representatives of Marlin did not qualify

as an employee or as a director. They are employees

of the Manager. NZX exercised its discretion to not

publish this decision in accordance with NZX Listing

Rule 9.7.2(b).

Capital raisings

Marlin Share Issue (Warrant Conversion MLNWG)

On 16 May 2025, Marlin warrant holders had the

option to convert their warrants into ordinary Marlin

shares at an exercise price of $0.96 per warrant.

On the exercise date 1,024,695 warrants out of a

possible 53,729,692 warrants (1.91%) were converted

into Marlin ordinary shares. The new shares were

allotted to warrant holders on 21 May 2025 and

the remaining 52,704,997 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 GLOBAL LIMITED

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We present the financial statements for Marlin Global Limited for the year ended 30 June 2025.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the

Company as at 30 June 2025 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 18 August 2025.

Andy Coupe Carol Campbell

David McClatchy Fiona Oliver

For the year ended 30 June 2025

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

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42Statement of Comprehensive Income
43Statement of Changes in Equity

44Statement of Financial Position

45Statement of Cash Flows

46Notes to the Financial Statements

60Independent Auditor's Report

FINANCIAL

STATEMENTS CONTENTS

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The accompanying notes form an integral part of these financial statements.
Notes 2025 2024

$000 $000

Interest income 109 251

Dividend income 1,10 8 943

Net change in fair value of investments 2 4,582 41,598

Other income3 76 149

Total income 5,875 42,941

Operating expenses4 3,377 4,554

Net profit before tax 2,498 38,387

Total tax expense5 2,16 7 1,19 6

Net profit after tax attributable to shareholders 331 37,191


Total comprehensive income after tax attributable to shareholders 331 37,191

Basic earnings per share7 0 .15 c 17. 5 9 c

Diluted earnings per share7 0 .15 c 17. 5 9 c

STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2025

MARLIN GLOBAL LIMITED

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STATEMENT OF
CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

MARLIN GLOBAL LIMITED

Attributable to shareholders of the Company

Notes

Share

Capital

Retained

Earnings

Tot al

Equity

$000$000 $000

Balance as at 1 July 2023 191,334 1,418 192,752

Comprehensive income

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

Total comprehensive income 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


Comprehensive income

Net profit after tax - 331 331

Total comprehensive income for the year ended 30 June 2025 - 331 331


Transactions with shareholders

Share buybacks6 (b) (1,175 ) - (1,175 )

Shares issued for warrants exercised (net of exercise costs)6 (c) 976 - 976

Dividends paid6 (d) - (17,517 ) (17,517 )

New shares issued under dividend reinvestment plan6 (e) 5,355 - 5,355

Shares issued from treasury stock under dividend

reinvestment plan

6 (e) 1,202 - 1,202

Total transactions with shareholders for the year ended

30 June 2025

6,358 (17,517) (11,15 9 )

Balance as at 30 June 2025 206,738 5,338 212,076

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

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Notes 2025 2024
$000 $000

SHAREHOLDERS’ EQUITY212,076222,904

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 10 3 ,18 4 7,18 0

Receivables 8 502 56

Financial assets at fair value through profit or loss 2 211, 25 0 218 ,197

Total Current Assets 214,936 225,433

TOTAL ASSETS 214,936 225,433

LIABILITIES

Current Liabilities

Trade and other payables 9 356 1,249

Financial liabilities at fair value through profit or loss 2 472 287

Current tax payable5 2,032 993

Total Current Liabilities 2,860 2,529

TOTAL LIABILITIES 2,860 2,529

NET ASSETS 212,076 222,904

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

18 August 2025 18 August 2025

STATEMENT OF

FINANCIAL POSITION

AS AT 30 JUNE 2025

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 2025

MARLIN GLOBAL LIMITED

Notes 2025 2024

$000 $000

Operating Activities

Sale of investments 131,562 8 2,74 4

Interest received 111 253

Dividends received 1,111 621

Other income 78 80

Purchase of investments (114,080) ( 79,10 9 )

Operating expenses (4,720) (3,590)

Ta xe s pa id (1,129) (64)

Net settlement of forward foreign exchange contracts (5,769) (2,958)

Net cash inflows/(outflows) from operating activities10 7,16 4 (2,023)

Financing Activities

Proceeds from warrants exercised (net of exercise costs) 976 3,469

Warrant issue costs - (11)

Share buybacks (1,175 ) (409)

Dividends paid (net of dividends reinvested) (10,960) (10,088)

Net cash (outflows) from financing activities (11,15 9 ) ( 7,0 3 9 )

Net (decrease) in cash and cash equivalents held (3,995) (9,062)

Cash and cash equivalents at beginning of the year 7,18 0 16,246

Effects of foreign currency translation on cash balance (1) (4)

Cash and cash equivalents at end of the year10 3 ,18 4 7,18 0




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 2025

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 Generally Accepted Accounting

Practice in New Zealand (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.

On 10 September 2024 the Company registered for GST, effective from 1 September 2024. From this date,

revenue, expenses and liabilities are recognised net of GST except to the extent that GST is not recoverable

from the Inland Revenue. In these circumstances, GST is recognised as part of the expense or the cost of

the asset. Prior to 1 September 2024, operating expenses include GST where it is charged by other parties

as it could not 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

investments”.

Foreign exchange gains and losses relating to cash and cash equivalents, receivables, and trade and other

payables are presented in the Statement of Comprehensive Income within “Other income”.

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 standards and no new amendments to or interpretations of standards that have been

effective for the reporting period that have a material effect on these financial statements.

In May 2024, the XRB introduced NZ IFRS 18 Presentation and Disclosure in Financial Statements (effective

for annual reporting periods beginning on or after 1 January 2027). This standard replaces NZ IAS 1

Presentation of Financial Statements and primarily introduces a defined structure for the statement of

comprehensive income, and disclosure of management-defined performance measures (a subset of non-

GAAP measures) in a single note together with reconciliation requirements. The Company has not early

adopted this standard and is yet to assess its impacts.

There are no other new standards and no other new amendments to or interpretations of standards that

have been issued but are not yet effective that are expected to materially impact these financial statements.

Financial Reporting by Segments

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

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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.

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 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 18 August 2025.

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.

j

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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 (30 June 2024: None). There

were no financial instruments classified as Level 3 as at 30 June 2025 (30 June 2024: None).

Investments at Fair Value through Profit or Loss

2025 2024

$000$000

Financial Assets:

International investments 2 0 7, 3 6 8 2 17, 4 3 1

Forward foreign exchange contracts 3,882 766

Total financial assets at fair value through profit or loss 211,250 218,197


Financial Liabilities:

Forward foreign exchange contracts 472 287

Total financial liabilities at fair value through profit or loss 472 287


Net Change in Fair Value of Investments

Gains on international investments 5,872 41,793

Foreign exchange gains on international investments 1,547 813

Losses on forward foreign exchange contracts (2,837) (1,0 0 8)

Net change in fair value of investments through profit or loss 4,582 41,598

The fair value of 12 stocks (out of 26) valued at $94,547,567 was determined using the bid price

(30 June 2024: 11 stocks (out of 22) valued at $131,823,274).

The notional value of forward foreign exchange contracts held as at 30 June 2025 was $103,485,510

(30 June 2024: $109,925,288).

NOTE 3 OTHER INCOME

2025 2024

$000$000

Foreign exchange gains on cash and cash equivalents

and outstanding settlements

76 149

Total other income 76 149

FOR THE YEAR ENDED 30 JUNE 2025

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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NOTE 4 OPERATING EXPENSES
2025 2024

$000$000

Management fee (note 11(a)(i)) 2,278 2,631

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

Administration services (note 11(a)(i)) 143 159

Directors' fees (note 11(b)) 189 207

Custody, accounting and brokerage 319 200

Investor relations and communications 168 157

NZX fees 73 70

Professional fees 51 65

Fees paid to the auditor:

Statutory audit and review of financial statements 50 56

Non-assurance services

1

- 4

Regulatory fees 33 32

Other operating expenses 73 80

Total operating expenses 3,377 4,554

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.

Investment returns are taxed under the Foreign Investment Fund rules using the Fair Dividend Rate

method, which deems a 5% return on the investment’s opening value rather than actual returns. As a

result, the tax expense may not align with accounting profit.

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.

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NOTE 5 TAXATION CONTINUED
2025 2024

$000$000

Taxation expense is determined as follows:

Net profit before tax 2,498 38,387

Non-taxable realised (gain) on financial assets and liabilities (34,037) (14,418)

Non-taxable unrealised loss/(gain) on financial assets and liabilities 26,685 (28,277)

Fair Dividend Rate hedge loss/(gain)

1

2,867 (637)

Fair Dividend Rate income 10,582 10,016

Exempt dividends subject to Fair Dividend Rate (1,110 ) (948)

Non-deductible expenses and other 254 151

Prior period adjustment - (4)

Taxable income 7,73 9 4,270

Tax at 28% 2 ,167 1,19 6

Taxation expense comprises:

Current tax 2,16 7 1,059

Deferred tax - 138

Prior period adjustment - (1)

Total tax expense 2 ,167 1,19 6


Current tax balance

Opening balance (993) 2

Current tax movements ( 2,16 7 ) (1,059)

Tax paid and other items 1,12 8 64

Current tax (payable) (2,032) (993)


Deferred tax balance

Opening balance - 137

Prior period adjustment - 1

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

Deferred tax asset - -

1

From 1 October 2023 onwards, Fair Dividend Rate hedging rules per the Income Tax Act 2007 were adopted,

and taxable gains and losses on eligible forward exchange rate contracts have been calculated as a pro-rated

5% of their daily opening market value. This broadly aligns the tax treatment of eligible forward exchange rate

contracts with the tax treatment of the relevant investments. Prior to this, tax was calculated on all gains and

losses on forward exchange rate contracts.

Imputation credits

The imputation credits available for subsequent reporting periods total $2,032,070 (30 June 2024:

Nil). 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 2025.

FOR THE YEAR ENDED 30 JUNE 2025

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 223,736,794 fully paid ordinary shares on issue (30 June 2024: 216,583,976). 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 2025, Marlin

acquired 1,256,041 shares valued at $1,175,059 (30 June 2024: 417,004 shares valued at $409,037)

under the programme which allows up to 5% of the ordinary shares on issue (as at the date 12

months prior to the acquisition) to be acquired. Shares acquired under the buyback programme are

held as treasury stock and subsequently reissued to shareholders under the dividend reinvestment

plan. There were no shares held as treasury stock as at balance date (30 June 2024: 86,685).

c. Warrants

On 21 May 2025, 1,024,695 warrants valued at $983,707, less exercise costs of $8,087 (net

$975,620), were exercised at $0.96 per warrant, and the remaining 52,704,997 warrants lapsed.

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 was

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.

d. Dividends

Dividend distributions to the Company’s shareholders are recognised as a liability in the financial

statements in the period in which the dividends are declared by the Marlin Board.

Marlin has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid

during the year comprised:

2025

$000

Cents per

share

2024

$000

Cents per

share

27 Sep 2024 4,477 2.0722 Sep 2023 3,761 1.82

20 Dec 2024 4,310 1.9815 Dec 2023 3,880 1.83

28 Mar 2025 4,492 2.0528 Mar 2024 3,974 1.86

27 Jun 2025 4,238 1.9127 Jun 2024 4,470 2.08

17,517 8.01 16,085 7.59

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NOTE 6 SHAREHOLDERS’ EQUITY CONTINUED
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 2025, 7,384,164 ordinary shares totalling $6,556,274 (30 June 2024: 6,532,144

ordinary shares totalling $5,996,680) were issued in relation to the plan for the quarterly dividends

paid which comprised:

(i) 6,041,438 ordinary shares totalling $5,354,629 were issued under the dividend reinvestment plan

(30 June 2024: 6,201,825 ordinary shares totalling $5,679,935); and

(ii) 1,342,726 ordinary shares totalling $1,201,645 were utilised from treasury stock under the

dividend reinvestment plan (30 June 2024: 330,319 ordinary shares totalling $316,745).

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.

2025 2024


Basic Earnings per Share

Net profit after tax attributable to shareholders ($'000)331 3 7,19 1

Weighted average number of ordinary shares on issue net of treasury stock (‘000) 218,776 211, 4 5 5

Basic earnings per share 0.15 c 17.59c


Diluted Earnings per Share

Net profit after tax attributable to shareholders ($'000) 331 3 7,19 1

Weighted average number of ordinary shares on issue net of treasury stock ('000) 218,776 211, 4 5 5

Diluted effect of warrants ($'000)

1

- -

218,776 211, 4 5 5

Diluted earnings per share 0.15 c 17.59c

1

As at 30 June 2025, the Company had no warrants on issue. As at 30 June 2024, 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 2025

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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NOTE 8 RECEIVABLES
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 receivables’ carrying values are a reasonable approximation of fair value.

2025 2024

$000$000

Interest receivable 1 3

Dividends receivable 25 10

GST receivable 11 -

Related party receivable (note 11(a)(ii)) 440 -

Other receivables and prepayments 25 43

Total receivables 502 56

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.

2025 2024

$000$000

Dividends payable 78 60

Related party payables (note 11(a)(i)) 232 1,13 8

Other payables and accruals 46 51

Total trade and other payables 356 1,249

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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.

2025 2024

$000$000

Cash - New Zealand Dollars 950 1,255

Cash - Other currencies 2,234 5,925

Cash and cash equivalents 3 ,18 4 7,18 0


Reconciliation of Net Profit after Tax to Net Cash Flows from

Operating Activities

Net profit after tax 331 37,191

Items not involving cash flows:

Unrealised losses on cash and cash equivalents 1 4

Unrealised losses/(gains) on revaluation of investments 26,685 (28,277)

Unrealised (gains) on forward foreign exchange contracts (2,932) (1,950)

23,754 (30,223)

Impact of change in working capital items

(Decrease) in trade and other payables (893) (6,894)

(Increase)/decrease in receivables (445) 2,567

Change in current and deferred tax 1,039 1,13 2

(299) (3 ,19 5 )

Items relating to investments

Amount paid for purchases of investments (114,080) (79,446)

Amount received from sales of investments net of realised gains 9 7, 4 5 8 6 8,415

Movement in unsettled purchases of investments - 7,7 9 1

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

(16,622) (5,796)

Net cash inflows/(outflows) from operating activities 7,16 4 (2,023)


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.

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

FOR THE YEAR ENDED 30 JUNE 2025

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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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:

20252024

$000$000

Fees earned by the Manager for the year ended 30 June

Management fees 2,278 2,631

Performance fees - 893

Administration services 143 159

Operating expenses 2,421 3,683


For the year ended 30 June 2025, the Manager did not achieve a return in excess of the

performance fee hurdle return (30 June 2024: Excess returns of $17,296,445 were generated).

Accordingly, the Company has not expensed a performance fee (30 June 2024: Performance fee

of $892,901 was expensed).


Fees payable to the Manager at 30 June

Management fees 219 232

Performance fees - 893

Administration services 13 13

Related party payables 232 1,13 8

(ii) Related Party Receivables

20252024

$000$000

Fees receivable from the Manager 30 June

Management fee credit note 440 -

Related party receivable 440 -


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NOTE 11 RELATED PARTY INFORMATION CONTINUED
Fisher Funds’ management fee was calculated and invoiced at 1.25% of gross asset value, with a

balance date adjustment to reduce the management fee to 1.05% of gross asset value as the gross

return underperformed the NZ 90 Day Bank Bill Index by 2 percentage points (30 June 2024: did not

underperform). As a result Fisher Funds raised a credit note for $439,627 at balance date which will be used

by the Company to cover future monthly management fees (30 June 2024: Nil).

(iii) Investment Transactions with Related Parties

Off-market transactions between Marlin and other funds managed by Fisher Funds take place for the

purposes of rebalancing portfolios without incurring brokerage costs. These transactions are conducted

after the market has closed at last sale price. There were no purchases for the year ended 30 June 2025 (30

June 2024: Nil) and no sales (30 June 2024: Nil).

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 $189,215 inclusive of unclaimable

GST (30 June 2024: $206,725 inclusive of GST). The Directors’ fee pool was $185,500 (exclusive of GST,

if any) for the year ended 30 June 2025 (30 June 2024: $185,500 (exclusive of GST, if any). There were no

Directors fees payable at the end of the financial year (30 June 2024: Nil).

The Directors held shares in the Company as at 30 June 2025 which total 0.16% of total shares on issue (30

June 2024: 0.14%). The Directors did not hold warrants in the Company as at 30 June 2025 as there are no

warrant on issue (30 June 2024: 0.14% of total warrants on issue).

Dividends of $27,610 (30 June 2024: $22,312) 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, 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 89% (2024:

United States 86%).

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 2025 (30 June 2024:

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

FOR THE YEAR ENDED 30 JUNE 2025

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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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 2025 (2024: Nil).

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:

2025 2024

$000$000

Price risk

1


International investmentsCarrying value 2 0 7, 3 6 8 2 17, 4 3 1

Impact of a 20% change in market prices: +/- 41,474 43,486

Interest rate risk

2


Cash and cash equivalentsCarrying value 3 ,18 4 7,18 0

Impact of a 1% change in interest rates: +/- 32 72

Currency risk

3


Cash and cash equivalentsCarrying value 2,234 5,925

Impact of a +10% change in exchange rates (203) (540)

Impact of a -10% change in exchange rates 248 660

International investmentsCarrying value 2 0 7, 3 6 8 2 17, 4 3 1

Impact of a +10% change in exchange rates (18,852) (19,766)

Impact of a -10% change in exchange rates 23,041 24,15 9

Forward foreign exchange contractsCarrying value 3,410 479

Impact of a +10% change in exchange rates 9,408 9,993

Impact of a -10% change in exchange rates (11, 4 9 8 ) (12,214)

Net foreign currency payables/receivablesCarrying value 31 24

Impact of a +10% change in exchange rates (3) (2)

Impact of a -10% change in exchange rates 3 3

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.

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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, Apex Investment Administration (NZ)

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 (2024:

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. 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, interest receivable 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 2025 (2024: 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,

retained earnings) 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 2025

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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NOTE 13 NET ASSET VALUE
The net asset value per share of Marlin as at 30 June 2025 was $0.95 per share (30 June 2024:

$1.03), calculated as the net assets of $212,075,514 divided by the number of shares on issue of

223,736,794 (30 June 2024: net assets of $222,903,957 and shares on issue of 216,583,976).

NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2025 (30

June 2024: Nil).

NOTE 15 SUBSEQUENT EVENTS

On 18 August 2025, the Board declared a dividend of 1.88 cents per share. The record date for this

dividend is 4 September 2025 with a payment date of 26 September 2025.

For recent share price, net asset value and performance, please visit

marlin.co.nz/investor-centre/portfolio-performance/ (note, this information is unaudited).

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

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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Indepen den t auditor ’s r epor t

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 2025, its

financial performance, and its cash flows for the year then ended in accordance with New Zealand

Equivalents to In

ternational Financial Reporting Standards (NZ IFRS) and International Financial

Reporting Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Company's financial statements comprise:

● the statement of financial position as at 30 June 2025;

● 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 a

re

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 (in

cluding International Independence

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

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

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

Code), and we have fulfilled our other ethical responsibilities in accordance

with these requirements.

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

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: Valuation and existence of investme

nts at fair value through profit or loss. This

matter was addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on this matter.

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

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


Indepen den t auditor ’s r epor t

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 2025, its

financial performance, and its cash flows for the year then ended in accordance with New Zealand

Equivalents to I

nternational Financial Reporting Standards (NZ IFRS) and International Financial

Reporting Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Company's financial statements comprise:

● the statement of financial position as at 30 June 2025;

● 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 (i

ncluding International Independence

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

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

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

Code), and we have fulfilled our other ethical responsibilities in accordance

with these requirements.

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

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: Valuation and existence of investm

ents at fair value through profit or loss. This

matter was addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on this matter.

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

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


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

Valuation and existence of investments

at fair value through profit or loss

Investments at fair value through profit or

loss (the investments) are comprised of

listed investments valued at

$207.4

million (representing 97% of total assets)

and net forward foreign exchange

contracts valued at $3.4 million as at 30

June 2025.

Further investment disclosures are

included in note 2 of the financial

stat

ements.

This was an area of focus for our audit as

investments represent the majority of the

net assets of the Company.

Valuation

Listed investments (categorised as level 1

in the fair value hierarchy) are in actively

traded companies listed on recognised

stock exchanges and the fair value of

these investments are based on quoted

market prices at 30 June 2025.

The fair value of forward foreign

ex

change contracts (categorised as level

2 in the fair value hierarchy) are based on

valuation techniques using observable

inputs.

For the listed investments quoted in

foreign currencies, these are translated to

New Zealand dollars using exchange

rates at the reporting date.

Existence

Holdings of listed investments are held by

Apex Investment Administration (NZ)

Limited (the Custodian) on behalf of

the

Company.

For investments at fair value through

profit or loss that are not held by the

Custodian, the position is recorded by the

financial institutions.


We assessed the processes employed by the

Manager, for recording and valuing investments

including the relevant controls operated by the

third-party service organisation, Apex Investment

Administration (NZ) Limited (the Administrator). Our

assessment of the processes included obtaining

internal control reports over investment accounting

provided by the Administrator.

We evaluated the evidence prov

ided by the internal

controls reports over the design and operating

ef fectiveness of the relevant controls operated by the

Administrator for the period 1 April 2024 to 31 March

2025. We also obtained confirmation from the

Administrator that there had been no material change

to the control environment in the period from 1 April

2025 to 30 June 2025.

We agreed the price for all listed investments he

ld at

30 June 2025 to independent third-party pricing

sources.

For forward foreign exchange contracts, we agreed

the observable inputs of the forward foreign exchange

contracts to third-party pricing sources and used our

valuation experts to evaluate the fair value, using

independent valuation models.

We have assessed the reasonableness of the

exchange rates used to translate listed investments

qu

oted in foreign currencies.

We obtained confirmation from the Custodian and

financial institutions of all investment holdings held by

the Company as at 30 June 2025.

PwC 15

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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60


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

Valuation and existence of investments

at fair value through profit or loss

Investments at fair value through profit or

loss (the investments) are comprised of

listed investments valued at

$207.4

million (representing 97% of total assets)

and net forward foreign exchange

contracts valued at $3.4 million as at 30

June

2025.

Further investment disclosures are

included in note 2 of the financial

statements.

This was an area of focus for our audit as

investments represent the majority of the

net assets of the Company.

Valuation

Listed investments (categorised as level 1

in the fair value hierarchy) are in actively

traded companies listed on recognised

stock exchanges and the fair value of

these investments are b

ased on quoted

market prices at 30 June 2025.

The fair value of forward foreign

exchange contracts (categorised as level

2 in the fair value hierarchy) are based on

valuation techniques using observable

inputs.

For the listed investments quoted in

foreign currencies, these are translated to

New Zealand dollars using exchange

rates at the reporting date.

Existence

Holdings of listed investments are

held by

Apex Investment Administration (NZ)

Limited (the Custodian) on behalf of the

Company.

For investments at fair value through

profit or loss that are not held by the

Custodian, the position is recorded by the

financial institutions.


We assessed the processes employed by the

Manager, for recording and valuing investments

including the relevant controls operated by the

third-party service or

ganisation, Apex Investment

Administration (NZ) Limited (the Administrator). Our

assessment of the processes included obtaining

internal control reports over investment accounting

provided by the Administrator.

We evaluated the evidence provided by the internal

controls reports over the design and operating

ef fectiveness of the relevant controls operated by the

Administrator for the period 1 April

2024 to 31 March

2025. We also obtained confirmation from the

Administrator that there had been no material change

to the control environment in the period from 1 April

2025 to 30 June 2025.

We agreed the price for all listed investments held at

30 June 2025 to independent third-party pricing

sources.

For forward foreign exchange contracts, we agreed

the observable inputs of the forward foreign e

xchange

contracts to third-party pricing sources and used our

valuation experts to evaluate the fair value, using

independent valuation models.

We have assessed the reasonableness of the

exchange rates used to translate listed investments

quoted in foreign currencies.

We obtained confirmation from the Custodian and

financial institutions of all investment holdings held by

the Company as at 30 June

2025.

PwC 15

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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61

Our audit approach
Overview

Materiality Overall materiality: $1.060 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 matter As reported above, we have one key audit matter, being the valuation

and existence of investments at fair value through profit or loss.

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.

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 the

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 the 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 and the Company’s climate statement prepared in

accordance with Section 461Z of the Financial Markets Conduct Act 2013 (the Climate Statement), but

does not include the financial statements and our auditor’s report thereon. The Annual Report and the

Climate Statement are 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.

PwC 16


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.

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 Samuel

Shuttleworth.


For and on behalf of







PricewaterhouseCoopers Auckland

18 August 2025


PwC 17

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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62


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.

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 Samuel

Shuttleworth.


For and on behalf of







PricewaterhouseCoopers Auckland

18 August 2025


PwC 17

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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63

Spread of Shareholders as at 1 August 2025
Holding Range# of Shareholders# of Shares% of Total

1 to 99920276,9350.03

1,000 to 4,9994911,313,8810.59

5,000 to 9,9996924,74 3 ,4 8 62.12

10,000 to 49,9991,8144 3 ,113 , 0 6 719.27

50,000 to 99,9995073 5 , 4 4 0 ,15 915.84

100,000 to 499,99942176 , 874, 37234.36

500,000 +506 2,174, 8 9 42 7.7 9

TOTAL4 ,177223,736,794100%

20 Largest Shareholders as at 1 August 2025

Holder Name# of Shares% of Total

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

AC C O U N T>

7, 0 0 1, 9 103 .13

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>5,836,6062.61

LEVERAGED EQUITIES FINANCE LIMITED4,011,8841.79

CUSTODIAL SERVICES LIMITED <A/C 4>3,989,4611.78

ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M

SIMMONDS PARTNERSHIP A/C>

3 , 5 8 7, 8 5 41.6 0

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>3,000,6891.34

FNZ CUSTODIANS LIMITED1,828,7910.82

JOHN ROBERT MACDONNELL1,466,9180.66

JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER

JOHN CLARK <RIORDAN FAMILY A/C>

1,448,9180.65

BRIAN MAXWELL CURRIE1,219,7240.55

PHILIP MICHAEL EDWARDES1,201,4030.54

PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD

<JEM FAMILY A/C>

1,051,3890.47

KIRSTIE JANE NICHOLLS & PAUL FRANCIS NICHOLLS1,030,0000.46

PETER NEVILLE ROWE1,021,0700.46

THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN1,000,0000.45

RUSSEL ERNEST GEORGE CREEDY995,8600.45

NEVILLE STEPHEN GARRETT & ROSEMARIE ANN GARRETT981,7880.44

JANET MARGARET CURRIE914,0 570.41

DAVID FINDLAY & ROBYN DAWN FINDLAY911, 8 6 50.41

MARGARET MASSEY872,8030.39

Tot a l43,372,99019.39

SHAREHOLDER INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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64

Directors’ Relevant Interests in Equity Securities as at 30 June 2025
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 2025 are as follows:

Shares

Held DirectlyHeld by

Associated

Person

R A Coupe

(1)

144,614

C A Campbell

(2)

192,095

D M McClatchy

(3)

16,534

F A Oliver

(4)

7, 2 7 83,425

(1)

R A Coupe purchased 11,933 shares on market in the year ended 30 June 2025 as per the Marlin share

purchase plan (purchase price $0.97). R A Coupe acquired 12,274 shares in the year ended 30 June 2025,

issued under the dividend reinvestment plan (average issue price $0.89).

(2)

C A Campbell purchased 4,451 shares on market in the year ended 30 June 2025 as per the Marlin share

purchase plan (purchase price $0.97). C A Campbell acquired 16,304 shares in the year ended 30 June 2025,

issued under the dividend reinvestment plan (average issue price $0.89).

(3)

D M McClatchy purchased 4,510 shares on market in the year ended 30 June 2025 as per the Marlin share

purchase plan (purchase price $0.97). D M McClatchy acquired 1,403 shares in the year ended 30 June 2025,

issued under the dividend reinvestment plan (average issue price $0.89).

(4)

F A Oliver purchased 3,935 shares on market in the year ended 30 June 2025 as per the Marlin share purchase

plan (purchase price $0.97). F A Oliver acquired 290 shares in the year ended 30 June 2025, issued under the

dividend reinvestment plan (average issue price $0.89).

Directors Holding Office

Marlin’s directors as at 30 June 2025 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, Carol Campbell and David McClatchy retired by

rotation at the 2024 Annual Shareholders’ Meeting and being eligible were re-elected. Fiona Oliver retires by rotation

at the 2025 Annual Shareholders’ Meeting and being eligible, offers herself for re-election.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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65

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 2025:

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

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

F A OliverKingfish LimitedDirector

Barramundi LimitedDirector

Gentrack Group LimitedDirector

ClarusDirector

Freightways LimitedDirector

Wynyard Group Limited (in liquidation)Director

Summerset Group Holdings LimitedDirector

Guardians of NZ SuperannuationBoard Member

STATUTORY INFORMATION CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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66

Auditor’s Remuneration
During the 30 June 2025 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers

New Zealand.

$000

Statutory audit and review of financial statements50

Other assurance services0

Non assurance services0

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

the Auditor Regulation Act 2011.

Donations

Marlin did not make any donations during the year ended 30 June 2025.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2025

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67

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

2025

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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.