What did Marlin Global Limited announce?

Marlin Global Limited (NZX: MLN) filed “Marlin Global 2026 Annual Report” with NZX on 27 September 2026, as an annual report announcement.

When was it filed?
27 September 2026
Where is the original?
NZX announcement
Marlin Global Limited logo

Marlin Global 2026 Annual Report

Annual Report27 September 2026MLNFinancials

ANNUAL REPORT
30 JUNE

2026

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2026

l


2

03About Marlin

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

20Marlin Portfolio Companies

31Board of Directors

32Corporate Governance Statement

43Directors’ Statement of Responsibility

44Financial Statements

62Independent Auditor’s Report

66Shareholder Information

68Statutory Information

71Directory

CONTENTS

Fiona Oliver, ChairDan Coman, Director

This report is dated 16 September 2026 and

is signed on behalf of the Board of Marlin

Global Limited by Fiona Oliver, Chair, and Dan

Coman, Director.

CALENDAR

Next Dividend Payable

25 September 2026

Annual Shareholders’

Meeting, Ellerslie Event

Centre, Auckland 10:30am

6 November 2026

Interim Period End (1H 27)

31 December 2026

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2026

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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.

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2026

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DIVIDENDS paid during the year ended 30 June 2026 (cents per share)

Total for the year ended 30 June 2026 7.35 cents per share (2025: 8.01 cps)

DIVIDENDS PAID

26 SEPTEMBER 2025

19 DECEMBER 2025

27 MARCH 2026

26 JUNE 2026

1.88

cps

1.89

cps

1.88

cps

1.70

cps

AT A GLANCE

For the 12 months ended 30 June 2026

Net loss

-

$

1 7. 3 m

As at 30 June 2026

Share price

$

0.77

Gross

performance

return

-6.3

%

NAV per share

$

0.80

Total

shareholder

return

-7. 6

%

Adjusted NAV

return

-8.5

%

MARLIN GLOBAL LIMITED
ANNUAL REPORT

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LARGEST INVESTMENTS

As at 30 June 2026

As at 30 June 2026

SECTOR SPLIT

Amazon

7

%

Microsoft

7

%

Meta

Platforms

5

%

Mastercard

6

%

Nvidia

5

%

Information Technology 26%

Consumer Discretionary 20%

Healthcare 19%

Financials 13%

Communication Services 12%

Industrials 8%

Cash and FFX 2%

As at 30 June 2026

GEOGRAPHICAL SPLIT

These are the five largest percentage holdings in the Marlin portfolio

1

. The full Marlin portfolio and percentage holding data

as at 30 June 2026 can be found on page 17.

1

Percentage holdings have been rounded to the nearest 1%.

North America 74%

Western Europe 10%

Asia Pacific 9%

South & Central America 4%

Cash and FFX 2%

Central Asia 1%

Fiona Oliver
Chair

DIRECTORS’ OVERVIEW

“We are

disappointed to

report that Marlin

has ended the

FY26 year with a

loss of $17.3m.”

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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Global equity markets delivered exceptional growth
this year, with the MSCI World Index up circa 20%,

driven in large part by artificial intelligence (AI) and

semiconductor stocks. This strong performance

surprised many investors, given ongoing geopolitical

uncertainty from US tariffs, the Middle East

conflict, and concerns about disrupted oil supplies.

Regrettably, for the second consecutive year, the

actively managed Marlin portfolio underperformed

the market indices. This reflected several factors,

including Marlin’s overweight exposure to sectors

such as healthcare, its underweight position in

US financials, and its limited or no exposure to

semiconductor stocks.

The effect of politics and geopolitical disruption on

global equity markets is always difficult to predict.

However, over the 12 months to 30 June 2026, global

equity markets recorded strong double-digit gains,

supported by resilient corporate earnings, significant

investment in AI infrastructure, and steady economic

growth. The period also saw notable volatility and a

sharp market rotation in the last month of FY26, as

investors shifted capital from mega-cap technology and

AI-linked stocks into value, financials, and consumer

defensive sectors. This broadened the global rally and

helped drive record levels of equity issuance.

The year’s main geopolitical shock was an energy-

related disruption, as the escalating Middle East

conflict threatened the movement of oil and other

goods through the Strait of Hormuz. While this briefly

prompted a flight to quality in international equity

markets, sentiment recovered quickly after an initial

ceasefire was negotiated in mid-2026.

Investor interest in physical AI and AI-related hardware

remained strong, but scrutiny increased around the

potential future impact of AI on companies, particularly

software-as-a-service businesses which materially

underperformed over the reporting period.

Despite the Manager broadening portfolio holdings

and diversification, Marlin recorded a net loss of

$17.3m. Total Shareholder Return

1

was -7.6%, Adjusted

NAV Return

2

was -8.5%, and Gross Performance

Return

3

of -6.3% was well behind the Company’s

benchmark index

4

, which rose +30.5% despite periods

of market volatility.

Revenues and Expenses

The 2026 result comprised a loss on investments of

$13.8m, dividend, interest, and other income

of $1.2m, less operating expenses and tax of $4.7m.

Overall operating expenses and tax were in line with

the prior year, however, it is worth noting that:

a. management fees were $0.7m lower due to a

management fee rebate

5

, and

b. there was a slightly lower 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 2026, Marlin paid 7.35

cents per share in dividends. The next dividend will be

1.62 cents per share, payable on 25 September 2026

with a record date of 3 September 2026.

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

On 23 April 2026, 57.3m new warrants were allotted.

One new warrant was issued to eligible shareholders

for every four shares held on the record date (22 April

2026). The warrants are exercisable on 23 April 2027

at $0.87 per warrant, adjusted down for dividends

declared during the period commencing from the

allotment of the warrants, up to the announcement of

the 23 April 2027 exercise price.

1 Total shareholder return – the return combines the share price performance, the warrant price performance, the net value of converting any

warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the Company’s dividend reinvestment

plan, and that shareholders exercise their warrants (if they were in the money) at warrant expiry date.

2 The adjusted net asset value return is the underlying performance of the investment portfolio adjusted for dividends (and other capital

management initiatives) and after expenses, fees, and tax.

3 Gross performance return – the Manager’s portfolio performance in terms of stock selection 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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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DIRECTORS' OVERVIEW CONTINUED
Company Performance

For the year ended 30 June202620252024202320225 years

(annualised)

Total Shareholder Return(7.6%)2.8%13.8%(11.1%)(27.6%)( 7. 0 % )

Adjusted NAV Return(8.5%)0.2%19.5%13.8%(25.6%)(1.5%)

Dividend Return

1

8 .1%8.5%7. 9 %7. 3 %7. 0 %

Net (Loss)/Profit($17.3m)$0.3m$ 3 7. 2 m$23.6m($60.4m)

Basic Earnings per Share(7.65)cps0 .15 c p s17. 5 9 c p s11.63cps(31.34)cps

OPEX Ratio1.2%1.5%2.2%1.7%1.1%

OPEX Ratio (before performance fee)1.2%1.5%1.7%1.7%1.1%


As at 30 June20262025202420232022

NAV (as per financial statements)$0.80$0.95$1.03$0.93$0.89

Adjusted NAV$3.24$3.54$3.53$2.95$2.60

Share Price$0.77$0.91$0.96$0.92$1.12

Warrant Price$0.009-$0.03$0.01-

Share Price Discount/(Premium) to NAV

2

3.8%4.2%5.8%1.1%(25.8%)


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

2026, there were no buybacks, (FY25: 1.3m).

Director Retirement

During the 2026 financial year we farewelled two

long serving and hard-working directors, with Carol

Campbell retired from the Board 31 December 2025

after almost 14 years, and Andy Coupe retiring from

the Board 30 June 2026 after 13 years’ service, the

last 4 years as Chair. Both Andy and Carol made

significant contributions to the governance of the

Company, and we wish them both well for the future.

Annual Shareholders’ Meeting

The 2026 annual meeting will be held on Friday 6

November 2026 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 2026 financial

year. Marlin has not performed well during the 2026

financial year. The board is disappointed with the

performance and is working closely with the Manager

to be assured that the portfolio is positioned to

remedy this situation in the future. We appreciate your

continued support and look forward to seeing many of

you at our annual meeting on 6 November.

On behalf of the board,

Fiona Oliver, Chair

Marlin Global Limited

16 September 2026

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ANNUAL REPORT

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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 June202620252024202320225 years

(annualised)

Gross Performance Return(6.3%)2.7%22.9%16.4%(24.9%)0.7%

Benchmark Index

3

30.5%14.9%15.2%15.3%(12.8%)11.7%

Performance Fee Hurdle

4

7. 8 %9.7%10.8%9 .1%5.8%

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

2025

Nov

2017

Nov

2018

Nov

2019

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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Ashley Gardyne
Senior Portfolio Manager

MANAGER’S REPORT

“. . . we believe

Marlin is well

positioned to

deliver improved

returns in the

years ahead.”

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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Investors became increasingly focused on
identifying the direct beneficiaries of AI infrastructure

spending, resulting in extraordinary capital flows into

semiconductors, data-centre infrastructure, power-

related assets, and companies perceived to be critical

to the AI value chain.

Semiconductor stocks delivered the strongest

returns in over 20 years, with investors extrapolating

several years of AI-related demand growth into

current valuations. The Philadelphia Semiconductor

Index (SOX) was up 40% in the nine-month period

from June 2025 to March 2026 as the large hyper-

scalers like Amazon and Microsoft ramped their

capital expenditure to meet increasing demand for AI

computing power. This exuberance increased in the

final quarter, with the SOX nearly doubling in just three

months. The result was a 157% gain for the year, the

second-best period of performance for the index since

it began in 1994. It is worth noting the largest return

was the 219% gain in the 12 months to March 2000,

which was the peak of the dot-com bubble.

Chart 2: Semiconductor stock returns – Trailing

12m returns versus history

The last 12 months were characterised by one of the

more unusual market environments in recent history.

It is rare to see three major market regimes collide in a

single year: geopolitical conflict, a turning interest-rate

cycle, and a potentially transformational technology

shift in AI. As it turned out, geopolitics and interest

rates set the backdrop, but AI dominated market

leadership and the subsequent underperformance of

quality stocks became the defining story of the year.

Geopolitical developments, in particular escalating

tensions between the US and Iran, generated

significant market volatility and contributed to the

largest monthly oil price spike in four decades. Oil

prices ramped from US$65 a barrel to over $110 in

just over one month and have remained elevated as

tensions in the region persist. This led to rising inflation

and higher interest rates. While the 10-year interest

rate in the US briefly fell below 4% early in 2026, it now

sits around 4.7%.

Chart 1: Surge in oil price reignites inflation

concerns

Geopolitical uncertainty, rising inflation, and higher

interest rates are typically negative for equities.

However, these events were overshadowed by AI

exuberance which produced, in our view, one of the

narrowest and most speculative market environments

since the dot-com era.

The past year was difficult for the Marlin portfolio. Markets were dominated by a narrow surge

in AI-linked and cyclical stocks, while many high-quality businesses were left behind. Marlin

was on the wrong side of this extreme rotation, with additional headwinds from the portfolio’s

sector positioning and some stock-specific issues. Against this backdrop, we have undertaken a

comprehensive review of our portfolio, while also reviewing and looking for improvements to how

we implement our investment process. We remain confident that owning quality businesses with

durable competitive advantages is the right way to compound shareholder wealth over the long

term. The underperformance of quality stocks has now reached levels last seen during the dot-

com bubble — and history shows that periods like this do not last. With the valuation levels of our

portfolio companies looking increasingly attractive, we believe Marlin is well positioned to deliver

improved returns in the years ahead.

Marlin delivered gross performance of -6.3% for shareholders, significantly less than the +30.5%

gain for the market benchmark over the 12-month reporting period.

1998 2002 2006 2010 2014 2018 2022 2026

280%

240%

200%

160%

120%

80%

40%

0%

-40%

-80%

SOX Index - 12 Month Rolling Return

Brent Crude Oil and U.S. Inflation (CPI)

$130

$120

$110

$100

$90

$80

$70

$60

$50

Aug23 Feb24 Aug24 Feb25 Aug25 Feb26

Oil ($/bbl) - LHS Inflation (%YOY) - RHS

4.5%

4.0%

3.5%

3.0%

2.5%

2.0%

MARLIN GLOBAL LIMITED

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As investors focused narrowly on AI stocks, market
breadth deteriorated to levels more extreme than at

the peak of the dot-com era, with fewer than 30% of

companies outperforming the index in the June quarter.

Headline index returns therefore overstated the health

of the broader market.

Another key feature of markets in FY26 was the stark

performance gap between high and low-quality

businesses. For the 12 months ended 30 June 2026,

high-quality companies underperformed lower-quality

businesses by 40%, as measured by the Morgan

Stanley quality indices. We have not seen this level

of underperformance since the late stages of the

technology bubble in the late 1990s, when investor

enthusiasm also became disconnected from business

quality and long-term earnings power.

Chart 3: Quality companies underperformed by a

record amount in 2026

Source: Morgan Stanley, Bloomberg

This divergence took several forms.

Companies perceived as direct AI beneficiaries saw

extraordinary gains, in some cases embedding profit

expectations that would require unprecedented,

sustained growth to justify. At the same time,

many high-quality businesses with long histories of

compounding earnings, strong competitive positions,

and proven management teams attracted relatively

little investor interest. These “have-nots” spanned

healthcare, software, and consumer companies. Many

delivered solid operational performance yet still saw

meaningful share price pressure – as momentum

focused investors sold blue-chips in these sectors to

buy AI-beneficiaries.

We remain constructive on the long-term economic

benefits of AI and hold a number of high-quality

beneficiaries of this trend across both semiconductors

and data-centre providers. At the same time, we are

being very selective with our positioning and believe

MANAGER’S REPORT CONTINUED

the market is increasingly failing to distinguish between

durable winners with strong economics and more

speculative participants whose valuations rely on overly

optimistic assumptions.

The narrow rally in AI-related stocks, and the resulting

40% underperformance of high-quality versus

low-quality stocks, was the defining feature of the

year. For fundamental investors, these periods are

uncomfortable, because strong companies can

underperform despite continuing to grow and execute

their strategies well. These periods have typically

proven temporary, and over the long term, share prices

tend to reconnect with the fundamentals that matter

most: a firm’s competitive positioning, its cash flow

generation, and ability to grow sustainably through the

cycle.

Performance

Marlin had a very disappointing 12 months to June

2026. For the year to 30 June 2026, Marlin’s portfolio

delivered a gross performance return of -6.3%,

compared with the market benchmark which gained

30.5%.

Three factors drove the result: (i) the underperformance

of higher-quality stocks discussed above; (ii) our high

exposure to specific sectors like healthcare, and more

limited exposure to semiconductors; and (iii) several

stock-specific issues.

Our underweight to semiconductors was a particular

headwind, given the sector’s historic returns this year.

We remain constructive on the structural AI buildout,

but our exposure is deliberately concentrated in

businesses with durable economics: enablers such

as ASML, TSMC, and Nvidia, and platforms such as

Amazon, Alphabet, Meta, and Tencent. These have

lagged the more speculative parts of the market, but in

our view offer a significantly better risk-adjusted way to

participate in AI over the long term.

Healthcare also detracted, as investors remained

concerned about US policy and regulatory changes

affecting surgical procedures, hospital spending, and

drug R&D. We believe these concerns are not reflected

in underlying fundamentals: procedure volumes for

medical device companies remain resilient; demand

for innovative treatments such as minimally invasive

heart valves, robotic surgery, and continuous glucose

monitors continues to grow; and pharmaceutical

R&D spending is beginning to recover as the industry

emerges from a post-COVID investment lull.

Despite improved performance post year-end,

healthcare remains historically inexpensive relative to

the broader market, reinforcing our confidence in the

sector’s long-term outlook.

50%

40%

30%

20%

10%

0%

-10%

-20%

-30%

-40%

-50%

FY06

FY07

FY08

FY09

F Y10

F Y11

F Y12

F Y13

F Y14

F Y15

F Y16

F Y17

F Y18

F Y19

FY20

FY21

FY22

FY23

F Y24

FY25

FY26

High Quality vs Low Quality Performance

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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Chart 4: US medical device sector price-to-
earnings ratio vs the S&P500

Finally, the market penalised several companies that

are reinvesting their profits today to drive tomorrow’s

growth. These companies include Meta, Tencent,

Netflix, Mercado Libre, and Uber. We think this is short-

sighted and expect share prices to follow fundamentals

as returns on this spending become clearer.

The underlying fundamentals across our portfolio

holdings remain sound. While some stocks faced

specific challenges, most portfolio companies

continued to deliver solid operational updates; a picture

partly obscured by the market’s singular focus on near-

term AI momentum.

Process improvements

Our STEEPP process, which focuses on high-quality

growth companies with strong management teams,

has delivered solid returns for investors over Fisher

Funds’ 28-year history. There have been periods where

our investment style has fallen out of favour; each time

it has proven finite, and quality stocks have gone on to

rebound strongly.

That said, we are constantly looking for ways to

improve our process.

During the year, we undertook several detailed reviews

of our portfolio, but also of our investment process and

how we staff our research efforts. These reviews have

led to several changes.

Firstly, we have added two new analysts to the research

team managing the Marlin portfolio, bringing the total

team size to seven. This has allowed us to move to a

sector specialist research model, with each analyst

covering key sectors including technology, healthcare,

consumer, industrials, and financials. This is providing

us with greater coverage of opportunities across global

markets, deeper industry expertise, as well as the

ability to add further diversification to the portfolio.

Second, in recent months we have been moving

faster to exit positions where the thesis has changed,

or where the valuation has become stretched.

Several of this year’s detractors were amongst our

better performers in prior years, a sign we held on to

some positions for too long. We have also increased

the cadence of new stocks entering the portfolio.

Over time, our newer holdings have delivered more

outperformance than legacy positions and we believe

more regularly refreshing the portfolio can lift returns.

Finally, we have become more sector-aware in

our portfolio construction. Our focus remains

on high-quality businesses that we believe are

underappreciated by the market – but we are trying

to identify these businesses across a wider range of

sectors and geographies.

As a result of these process improvements, it was a

year of elevated change within the portfolio; adding nine

new stocks to the portfolio and exiting four companies.

We expect this elevated rate of change to continue in

the year ahead. Early signs are encouraging: several

new additions in non-traditional sectors, including Old

Dominion, Keyence, and TSMC, were among our top

contributors to performance for the year.

Performance highlights and lowlights

Positive contributors

The top performers in the Marlin portfolio were ASML,

Alphabet, Old Dominion, Keyence, and TSMC.

ASML (+150% in local currency) and TSMC (+ 41%)

were among the portfolio’s strongest contributors

as the AI infrastructure buildout accelerated through

the year. TSMC, the world’s dominant outsourced

chipmaker, and ASML, which manufactures the

advanced lithography equipment essential to producing

those chips, sit at the heart of the AI supply chain.

TSMC ran near 100% utilisation for much of the year

given strong demand for its advanced chips, while

ASML reported its strongest bookings quarter on

record during the year. We added meaningfully to

ASML during a period of weakness in the first half of

the year, before reducing our position after its share

price rose 90%.

Alphabet (+104%) was one of the portfolio’s standout

performers as Google cemented its position as

a leader in the AI race. Its cloud business growth

accelerated meaningfully, winning major deals with

Meta and OpenAI, while Google’s internally developed

TPU chips proved an important alternative to Nvidia

GPUs, with Meta and Anthropic both signing deals to

2006 2009 2012 2015 2018 2021 2024

50%

40%

30%

20%

10%

0%

-10%

-20%

Medical device P/E vs S&P

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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MANAGER’S REPORT CONTINUED
use them. Google’s core search advertising business

also reaccelerated as AI-enhanced features drove

increased engagement and monetisation. Over the

year, Google launched Gemini 3 to high acclaim and

entered discussions with Apple to integrate Gemini into

a revamped Siri. We added significantly to the position

during a period of weakness earlier in the year.

Old Dominion (+27%) benefitted as green shoots

emerged following the longest freight recession in

more than 20 years. A tightening trucking market

provided the catalyst: fewer drivers due to new limits

on foreign workers, a lower supply of new trucks, and

increased bankruptcies constrained supply, while

stabilising volumes reinforced industry momentum.

As the most efficient operator in the industry, Old

Dominion is well placed to benefit from any sustained

recovery, with meaningful operational leverage

expected to drive a strong rebound in profitability as

volumes return.

Keyence (+39%), the global leader in industrial

automation and inspection equipment, was added to

the portfolio early in the year. It performed strongly as

key end markets recovered, particularly electronics

and automotive, while progress on shareholder

disclosure and buybacks was well received. The

company’s large direct sales force, intellectual property

portfolio, broad product range, and disciplined culture

create a durable competitive advantage, positioning it

well for the continued shift toward factory automation.

Detractors from performance

The biggest detractors from portfolio performance

were Boston Scientific, Zoetis, Gartner, Salesforce,

and Floor & Décor.

Boston Scientific (-59%), a market-leading medical

device manufacturer, was one of the portfolio’s best

performers last year but had to navigate a more

challenging environment this year. New entrants have

started to erode its first-mover advantage in pulse-

field ablation even as the category grows rapidly. Its

leading Watchman product for atrial fibrillation has also

seen growth slow due to operating theatre capacity

constraints and mixed clinical data. We reduced our

position to reflect these near-term headwinds. Boston

has a strong pipeline of minimally invasive devices that

should continue to take share from traditional surgical

approaches, and we remain positive on the longer-

term thesis, but acknowledge that the path back to

strong growth will take time.

Zoetis (-54%), the leading global animal health

company, disappointed as weaker consumer spending

reduced vet visits, while a lull in its new-product

pipeline added to the pressure. With no immediate

signs of improving pet-owner spending and key

product launches not expected until late 2027, we are

holding Zoetis at a below-average position size. Zoetis

has several potential blockbuster drugs in its pipeline,

dominant market positions, and a track record of

innovation, but we want to see the competitive and

spending dynamics stabilise before adding to the

position.

Microsoft (-24%) and Salesforce (-42%) declined

amid a broad software sell-off driven by fears that

AI agents will disintermediate enterprise software

platforms. We believe this underestimates the

importance of structured data, embedded workflows,

and enterprise-grade security in deploying AI

effectively. Microsoft controls the productivity and

collaboration layer across most large enterprises,

making Microsoft 365 the natural deployment layer

for AI copilots. Salesforce remains the system of

record for customer data across sales, service and

marketing for over 150,000 businesses, and any AI

agent automating these functions must integrate with

its platform. Both reported accelerating AI-related

revenue during the year, with Salesforce’s Agentforce

reaching ~$0.8bn in annualised revenue.

Gartner (-61%) was the portfolio’s weakest performer.

A series of negative earnings results elevated fears

that AI is disrupting the research and consulting

industry. While management attributed the weakness

to macro factors, we felt the AI risks had heightened

and progressively reduced the position before exiting

entirely. Gartner’s proprietary data and independent

positioning have historically underpinned its moat, but

these proved insufficient to offset slowing demand for

its research and advisory services.

Portfolio additions and exits

We have made several changes to the Marlin portfolio

in the last year. As discussed above, we now have a

larger number of portfolio companies, spread across a

wider range of geographies and sectors.

Overall, we believe these changes have improved the

quality of the portfolio.

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New portfolio additions
Uber is the dominant ride-share player globally,

operating in over 70 countries with 199 million

customers. Its scale and self-reinforcing network

effects (more riders -> more drivers -> more riders)

underpin its moat. The business continues to steadily

grow rider numbers (and trips per rider), while

rapidly expanding its Uber Eats business. The strong

growth and attractive unit economics are resulting in

considerable margin and profit expansion.

Old Dominion is North America’s second largest

less-than-truckload (LTL) carrier and widely regarded

as the industry benchmark, with on-time deliveries

above 99% and 15 consecutive #1 quality rankings. Its

service culture has supported sustained market share

gains and industry-leading margins. With the freight

sector in its longest recession in decades as COVID-

era over-earning unwinds, we used the weakness to

build a position.

Mercado Libre is the largest e-commerce platform

in Latin America, with a fast-growing fintech business

offering payments and credit to consumers and

merchants. It is taking share from incumbents through

faster shipping and lower prices, underpinned by the

region’s largest distribution network, and leverages

its e-commerce customer base to efficiently acquire

underserved financial services customers. With

e-commerce and banking penetration in Latin America

well below developed markets, the growth runway

remains long.

Keyence is a global leader in industrial automation

and inspection equipment — cameras, sensors,

and microscopes that help manufacturers improve

productivity and quality control across automotive,

food, and other end markets. Its large direct

salesforce, IP portfolio, and broad product range

position it well for growth in global factory automation.

Tyler Technologies is the leading provider of

essential software to over 15,000 US local and

state governments — from property tax and court

management to 911 dispatch. With two-thirds of local

governments still running legacy or unsupported

systems, security concerns and rising maintenance

costs are driving a long conversion cycle towards

modern platforms. Tyler is the only vendor offering

a full suite across most client needs. We previously

owned Tyler in 2019-2020 and used the indiscriminate

software sell-off to reinstate the position.

Equifax is one of the three leading global credit

bureaus, collecting data from multiple sources to

help banks make lending decisions and employers

run automated background and income verification

checks. Penetration of these data services continues

to grow. Several key end markets, including mortgages

and employee verifications, are currently cyclically

depressed, which we expect to improve over the next

few years.

Capital One is a leading US credit card issuer that has

grown market share from 4% in 2010 to 14% today.

Following its merger with Discover, it is now the third-

largest card issuer in the US. Operating entirely as a

digital bank and fully in the cloud, Capital One delivers

superior credit underwriting and cost advantages over

traditional banks. The Discover merger strengthens its

market position, drives meaningful earnings growth,

and supports higher capital returns.

TSMC is the global leader in outsourced

semiconductor manufacturing and a critical enabler

of the AI supply chain. Its scale, process technology

leadership, advanced packaging capabilities, and

trusted ecosystem create very high barriers to entry.

HDFC Bank is India’s largest private-sector bank and

one of the highest-quality bank franchises globally,

with 100 million customers and market share that has

doubled from 7% to 14% since 2016. It has sustained

industry-leading returns and consistently low non-

performing loans.

Portfolio exits

We exited KKR and Gartner, having previously

reduced both to minimum sizes due to AI-disruption

risks to their core businesses. While both remain

quality franchises, we redeployed capital into what we

believe are higher-quality opportunities.

We exited Costco due to its elevated valuation and will

monitor for a more attractive re-entry point.

We exited UnitedHealth Group during the year. The

company was one of our worst performers in the June

quarter, as earnings were cut 50%, shaking investors’

confidence in this historically stable business. We had

trimmed our position size significantly into the result

and subsequently as we reviewed our investment

thesis. Following a ~40% increase in share price from

the start of August, we exited our position.

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Portfolio positioning
The Marlin portfolio comprised 31 companies as at 30

June 2026, diversified across a range of sectors.

Chart 9: Marlin portfolio – Sector split

Chart 10: Marlin portfolio – Geographical split


MANAGER’S REPORT CONTINUED

Outlook

We are optimistic about the medium-term outlook for

the Marlin portfolio. After another unusually difficult

year, many high-quality companies are attractively

valued compared to the rest of the market. History

shows that periods of extreme style divergence like we

are seeing today rarely persist.

We saw early signs of that shift in July, with a sell-off

in semiconductors and renewed interest in higher-

quality businesses. It is too early to call a lasting

change in leadership, but it’s consistent with our view:

enthusiasm for parts of the AI trade had run ahead of

fundamentals, and many quality companies had been

over-sold.

We will continue to increase the number of portfolio

holdings modestly with the help of our expanded team,

adding investments across a broader range of sectors

and geographies.

Importantly, the fundamentals of the businesses we

own remain sound – and we expect them to continue

compounding revenue, earnings, and shareholder

value in the years ahead.

Ashley Gardyne, Senior Portfolio Manager

Fisher Funds Management Limited

16 September 2026

Information Technology 26%

Consumer Discretionary 20%

Healthcare 19%

Financials 13%

Communication Services 12%

Industrials 8%

Cash and FFX 2%

North America 74%

Western Europe 10%

Asia Pacific 9%

South & Central America 4%

Cash and FFX 2%

Central Asia 1%

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Headquarters Company%
Holding

ChinaTencent Holdings4.9%

FranceHermes International3.5%

JapanKeyence Corp3.0%

Ireland Icon1.6%

United

Kingdom

Greggs Plc2.0%

United StatesAlphabet3.6%

Amazon.Com6.8%

ASML Holding NV2.7%

Boston Scientific2.8%

Capital One Financial

Corporation

1.7%

Danaher Corporation3.6%

Dexcom Inc3.6%

Edwards Lifesciences

Corp.

2.3%

Equifax Inc2.2%

Floor & Décor Holdings4 .1%

HDFC Bank Limited1.0%

Intuitive Surgical Inc3.0%

Mastercard5.7%

MercadoLibre Inc3.9%

Meta Platforms Inc5.4%

Microsoft7. 0 %

MSCI Inc3 .1%

Netflix3.0%

Nvidia Corp4.9%

Old Dominion Freight

Line Inc

2.2%

salesforce.com1.3%

Taiwan Semiconductor

Manufacturing Co

1.7%

Tradeweb Markets Inc1.9%

Tyler Technologies Inc0.5%

Uber Technologies Inc3.2%

Zoetis Inc2.2%

Equi t y Tot a l98.4%

New Zealand dollar

cash

0.7%

Total foreign cash2.1%

Tot a l Ca s h2.8%

Forward Foreign

Exchange

-1. 2%

TOTAL100.0%

Portfolio Holdings Summary

as at 30 June 2026

The information in the Directors’ Overview and in this

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

been prepared as at mid-August 2026. The information has

been prepared as a general summary of the matters covered

only, and it is by necessity brief. The information and opinions

are based upon sources which are believed to be reliable,

but Marlin Global Limited and its officers and directors make

no representation as to their 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.

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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 31 securities as at 30 June 2026.

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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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+104

%

+9

%

+150

%

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 2026 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 2026.

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. It also operates the third

largest cloud computing business,

Google Cloud Platform.

Why do we own it?

Alphabet benefits from wide

moats built on its dominant

position in online search, a deep

intellectual property portfolio, and

strong global brands. We believe

Alphabet is well positioned for

growth as advertising budgets

continue to shift from television

and other off-line budgets to

digital channels, while rising

AI-related demand drives further

growth in Google Cloud.


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 and

logistics services to vendors

and subscriptions to customers,

which include everything from

free shipping to music and video.

Amazon’s 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 sits at the intersection

of several powerful secular

tailwinds — the continued shift

to e-commerce, the migration

of advertising spend online, and

rising adoption of public cloud

and AI infrastructure. Its scale

and network advantages across

logistics, retail, and cloud create

reinforcing moats that are difficult

for competitors to replicate. With a

long runway across each of these

markets, Amazon is positioned

well for durable long-term growth.

NETHERLANDS

What does it do?

ASML is the leading manufacturer

of lithography machines used to

produce semiconductor chips.

Described by some as the most

complex machines ever built,

these lithography machines can

be as large as a bus, contain over

100,000 parts and cost hundreds

of millions of dollars.

Why do we own it?

ASML has 100% market share

in the cutting-edge lithography

machines that are used to

manufacture the most advanced

semiconductor chips, such as

those used in smartphones and

laptops. Advances in areas such

as AI and autonomous driving

will require increasing amounts of

these advanced semiconductor

chips, which will drive ongoing

demand for ASML’s lithography

machines.

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MARLIN PORTFOLIO

COMPANIES

-59

%

+3

%

Total Share ReturnTotal Share Return

UNITED STATES

What does it do?

Boston Scientific is a leading

manufacturer of innovative medical

devices used to treat a range of

medical conditions to over 30

million patients each year. Boston

Scientific focuses on minimally

invasive therapies, which generally

improve patient outcomes versus

traditional surgery and reduce the

overall cost of treatment for health

systems.

Why do we own it?

Boston Scientific is well positioned

with market-leading positions

in several 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 through time.

UNITED STATES

What does it do?

Capital One is a leading US credit

card issuer. Capital One has

grown market share from 4% in

2010 to 14% today, and following

the recent merger with Discover,

Capital One is the third largest

credit card issuer in the US. Since

day one, Capital One has been

an information and data focused

company. It operates almost

entirely as a digital bank with

limited branches and is the only

bank fully operating in the cloud.

Why do we own it?

US credit cards are an attractive

segment within banking, with

high barriers to entry and strong

returns. Capital One’s digital

technology advantage drives

strong credit card underwriting

and cost advantages versus

traditional banks. The merger

with Discover will strengthen its

moat, deliver meaningful earnings

growth, and support higher capital

returns to shareholders.

-5

%

Total Share Return

UNITED STATES

What does it do?

Danaher is a leading player in the

Life Sciences and Diagnostics

industries where it provides its

customers with the cutting-edge

tools to help them to diagnose

disease and discover and

manufacture new drug therapies

to treat those diseases.

Why do we own it?

An aging population and rising

healthcare spend are driving

sustained investment in the

diagnosis and treatment of

chronic disease. With a leading

portfolio of tools and services

spanning diagnostics, life sciences

research, and biopharma

manufacturing, Danaher is

well positioned to capture this

investment. Underpinned by its

renowned culture of continuous

improvement embedded in

its Danaher Business System,

we expect Danaher to keep

gaining share as it becomes an

increasingly indispensable partner

to its customers.

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+17

%

-31

%

Total Share ReturnTotal 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 has a long runway for

growth.

UNITED STATES

What does it do?

Equifax is one of the three

largest credit agencies globally,

collecting data from multiple

sources to form a database of

individual consumers and small

businesses, including credit

history, employment history,

payment history, and other

identity information. This data

and associated analytics are

then sold to businesses such

as financial institutions to make

decisions such as whether, and

on what terms, to approve auto

loans or credit card applications,

or whether to allow a consumer or

a business to open a new utility or

telephone account, or providing

background checks for potential

employers.

Why do we own it?

Following a multi-year and multi-

billion-dollar investment in cloud

capability, we believe Equifax

is well set to boost innovation

and drive higher sales from

new products. Equifax should

also benefit from falling interest

rates. Mortgage applications

are currently well below historic

levels. As rates fall, the level

of applications is expected to

increase, all of which require credit

data from Equifax.

MARLIN PORTFOLIO COMPANIES CONTINUED

Total shareholders return in local currency sourced from Bloomberg.

-19

%

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 prick testing, CGM

devices achieve better health

outcomes from continuous

glucose readings vs. a static one-

off, similar or better accuracy, and

more convenience. Only ~6-7%

of the diabetic population globally

use a CGM device, so Dexcom is

well positioned for many years of

growth.

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Total Share Return

-27

%

UNITED STATES

What does it do?

Floor & 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 & Décor has almost

300 stores across 40 states.

Why do we own it?

The company has potential

to dominate the niche hard

surface flooring category, which

historically grew mid-single digits

year over year. There is significant

runway for future store growth

with the potential to almost double

its footprint to around 500 stores.

Given the company’s size and

scale, Mom and Pop retailers,

which have 50% market share,

cannot compete on price or

service with Floor & Décor.

Total Share ReturnTotal Share Return

-15

%

+4

%

UNITED KINGDOM

What does it do?

Greggs is a vertically integrated

food-on-the-go operator in the

UK. The company operates more

than 2,500 stores and is the leader

in the UK take-away sandwich and

savoury market.

Why do we own it?

Greggs has the potential to

continue to gain share of the

fragmented UK market given

the strength of Gregg’s value

proposition. We see plenty of

opportunity for Greggs to continue

rolling out stores, while also

implementing strategic initiatives

(e.g. evening trade, delivery, click

and collect) to increase sales

turnover at established stores.

INDIA

What does it do?

HDFC Bank is the largest private

sector bank in India and one of

the highest quality banks globally.

With 100 million customers, it

has grown market share from 7%

to 14.4% since 2016, sustaining

industry-leading returns. The

bank is a disciplined underwriter;

gross non-performing assets are

consistently amongst the lowest in

the industry.

Why do we own it?

Following the 2023 merger with its

parent, HDFC Ltd, the bank has

successfully navigated a period of

balance sheet consolidation. We

expect HDFC Bank to leverage

its industry-leading scale and

strong domestic brand to continue

gaining share of the Indian

banking market.

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MARLIN PORTFOLIO COMPANIES CONTINUED

Total shareholders return in local currency sourced from Bloomberg.

Total Share Return

-30

%

FRANCE

What does it do?

Hermès is a 189 year old 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 values given high demand.

Why do we own it?

High quality (controlled through

a vertically integrated supply

chain) and product exclusivity

give Hermès a durable moat. The

company is run by a long-term

oriented management team and

has a long growth runway, making

Hermès an attractive investment.

Total Share Return

+17

%

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 rising complexity and

regulatory burden of clinical

trial management is pushing

pharmaceutical and biotechnology

companies worldwide to

outsource to specialist CROs

like ICON. Its global footprint and

breadth of clinical management

capabilities place it among a small

handful of players able to service

the largest, most complex global

trials. Growth is underpinned

by the continued shift to

outsourcing, a growing volume

of drugs entering the pipeline,

and increasingly demanding trial

requirements from regulators such

as the FDA.

Total Share Return

-26

%

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 11,000

systems placed around the

world, performing over two million

procedures annually.

Why do we own it?

Robotic systems aid and enhance

the surgeon’s capabilities, and

both increase comfort and reduce

fatigue as the surgeons can sit at

a console versus standing over

patients for hours a day. This

enhanced capability of robotics

creates better clinical outcomes

than the equivalent open surgery.

We expect that as robotic

technology continues to evolve,

penetration will further increase.

Barriers to entry for robotic

surgery are substantial, and we

expect that Intuitive will maintain

a high market share in the future

even as competitors come to

market.

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Total Share Return

+39

%

JAPAN

What does it do?

Keyence is a leader in the

development of industrial

automation and inspection

equipment globally. It develops

advanced cameras, sensors,

and microscopes that help

manufacturers improve

productivity and ensure quality

control across end markets

such as automotive and food

production.

Why do we own it?

Keyence’s large direct salesforce,

intellectual property portfolio,

broad product range, and

disciplined culture underpin its

competitive moat. This positions

the company well to benefit from

increasing factory automation

globally.

Total Share ReturnTotal Share Return

-8

%

-14

%

UNITED STATES

What does it do?

MasterCard is the second largest

payment network in the world,

operating in 210 countries and

supporting more than 2 billion

cards across its network.

Why do we own it?

MasterCard’s growth outlook is

underpinned by the secular shift

to electronic payments and away

from cash, particularly in emerging

markets where MasterCard

has significant presence.

These structural growth drivers

combined with increasing margins

and high cash flow generation

(allowing for substantial share

buybacks) supports a strong

growth outlook over the medium

to long term.

LATIN AMERICA

What does it do?

MercadoLibre is the largest

e-commerce player in Latin

America, while also offering

payments solutions for retailers

and credit for consumers and

businesses via its fast-growing

fintech business.

Why do we own it?

It is taking market share off

incumbents in e-commerce given

its faster shipping and lower

product prices, underpinned by

the largest distribution centre

network. It leverages its moat

in the e-commerce business to

acquire under-served customers

efficiently in the fintech business.

This strong competitive position,

combined with a long growth

runway (given ecommerce and

banking penetration in Latin

America lag other developed

markets) makes MercadoLibre an

attractive investment.

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Total Share ReturnTotal Share Return

-21

%

-24

%

UNITED STATES

What does it do?

Previously known as Facebook,

it has rebranded to Meta

Platforms Inc, which is the

parent organisation of Facebook.

Facebook owns four of the most

dominant social networking and

messaging platforms in the world

– the Facebook App, Instagram,

Messenger and WhatsApp. It

monetises these platforms by

selling advertising slots to millions

of businesses globally.

Why do we own it?

The average US user spends over

an hour a day on Facebook and

Instagram combined. This depth

of engagement, paired with Meta’s

unmatched ability to deliver an

audience of over 4 billion users

to advertisers, has made it one

of the most valuable advertising

platforms in the world. We see

significant growth ahead as Meta

continues to capture share of

advertising budgets shifting from

TV to digital, and as it uses AI to

both deepen user engagement

and sharpen ad targeting,

strengthening its value proposition

to advertisers over time.

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 Azure is well positioned

to benefit from enterprises

continuing to shift computing

and storage workloads to the

cloud, as well as the rapid growth

in AI-related compute demand.

Microsoft should also benefit

from embedding generative

AI into its core productivity

software, supported by its broad

distribution, deep enterprise

relationships and critical role within

corporate IT environments.

Total shareholders return in local currency sourced from Bloomberg.

Total Share Return

-2

%

UNITED STATES

What does it do?

MSCI is a leading provider of indexes,

benchmarks, index data, analytics,

sustainability and climate data, and

private asset investment tools for the

global financial industry. Its products

help investors define investment

universes, benchmark performance,

measure portfolio risk, construct ETFs

and build custom portfolios. MSCI

serves 6.7k clients in more than 100

countries, with around $21tn in assets

benchmarked to MSCI indexes. Its

flagship indexes include the All-

Country World Index (ACWI), the

World Index (all Developed Markets),

and the Emerging Market Index.

Why do we own it?

MSCI has attractive growth tailwinds,

including the growth of ETFs,

increasing investment in themes

(for example, robotics or space

exploration), indexation of other asset

classes (such as fixed income and

private assets), and greater focus on

ESG & climate. MSCI is one of the

most important global index providers

and has market-leading products to

capture each of these tailwinds. MSCI

benefits from competitive advantages

driven by strong brand, switching

barriers, scale, and network effects,

which all result in high customer

retention rates. MSCI has a long-

tenured management team with

material ownership in the business,

aligning them well with shareholders.

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Total Share Return

-45

%

UNITED STATES

What does it do?

Netflix is the world’s leading

streaming service with almost

350 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. This

advantage will likely get stronger

with time, and drive subscriber

growth for many years to come

– there are 750 million potential

subscribers globally (ex-China).

Its superior value proposition as

the cheapest streaming service

per hour viewed, underpins the

company’s ability to continue

raising prices at a rate above

inflation.

Total Share ReturnTotal Share Return

UNITED STATES

What does it do?

Nvidia is a computer chip

designer specialising in GPUs

(graphics processing units) with

~80% share of the accelerated

compute market. Its GPUs are

used in datacentres (circa 90%

of its earnings), robotics, gaming,

professional visualisation and

autonomous driving. Demand

for its GPUs in the datacentre

is driven by an increasing

proportion of high performance or

accelerated computer processing

e.g. simulations, machine learning,

training and inferencing large

artificial intelligence models.

Why do we own it?

Nvidia’s long-standing investment

in chip hardware, software and

networking has created a deep

ecosystem and meaningful

switching costs for customers,

and we expect Nvidia to remain

the dominant platform for

accelerated computing. Demand

for accelerated computing is

likely to remain structurally high,

driven by growth in AI training,

inference and other data-intensive

workloads. Nvidia also benefits

from continuity of leadership,

with co-founder Jensen Huang

continuing to lead the company

alongside an experienced

management team.

UNITED STATES

What does it do?

Old Dominion Freight Line (ODFL)

is the second largest less-than-

truckload (LTL) carrier in North

America. LTL is defined as

shipments that don’t fill a whole

truck. Due to having multiple

customers, each requiring

additional handling and sorting,

LTL operators can charge

higher prices than the more

commoditised full-truckload (FTL)

industry.

Why do we own it?

ODFL’s reputation as the industry

standard is underpinned by

unmatched service quality: its

on-time delivery rate consistently

exceeds 99% and damage claims

rates are impressively low (0.1

%). For an unprecedented 15

consecutive years, ODFL has

been named the #1 national

LTL carrier in quality by Mastio

& Company—based on 28

customer satisfaction metrics.

This, plus the strong corporate

culture of “helping the World Keep

Promises”, or going the extra mile

for the customer, has driven strong

market share gains and industry

leading profit margins. The freight

sector is experiencing the worst

recession in decades, following

significant COVID over-earning.

This gave us an opportunity to add

the company to the portfolio.

+31

%

+27

%

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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), as

well as its latest AI agent offering

AgentForce.

Why do we own it?

Salesforce is well-positioned to

continue penetrating deeper into

its enterprise accounts; both

through its existing product suite,

but increasingly through its AI and

data offerings. Salesforce is using

its position as a trusted enterprise

partner to build early traction with

Agentforce, its agentic AI offering.

We expect this early momentum

to translate into accelerating

growth over the coming years as

adoption broadens through its

customer base.

TAIWAN

What does it do?

Taiwan Semiconductor (TSMC)

is the world’s largest and most

advanced semiconductor chip

manufacturer, producing the

cutting-edge semiconductors

that power AI, smartphones,

self-driving cars, and robotics for

customers like Apple and Nvidia.

TSMC has over 90% market share

in the manufacturing of the most

advanced chips.

Why do we own it?

We own TSMC because its

scale, technical know-how, and

deep customer relationships

have created a wide moat, with

competitors’ years behind on

the leading-edge manufacturing

processes. The rising cost

and complexity of each new

generation of chips makes the

gap increasingly harder to close.

The result is an exceptionally

high-quality business with strong

returns on capital and a long

runway of profitable growth ahead

as the world consumes ever more

advanced chips.

-42

%

+41

%

MARLIN PORTFOLIO COMPANIES CONTINUED

CHINA

What does it do?

Tencent is China’s largest online

gaming company with over 50%

market share and also owns

WeChat, the leading social network

and messaging platform with over

a billion users. The WeChat app

is deeply ingrained into daily life

in China with the average user

spending an hour a day on the

platform doing everything from

messaging, social feeds, news

feeds, e-commerce, hailing cabs,

ordering food, booking travel,

paying utility bills and watching

videos. Tencent also has leading

positions in a range of adjacencies

including digital payments (WeChat

Pay), music & video streaming, and

cloud computing.

Why do we own it?

While Tencent’s core business is

its gaming business, the WeChat

platform is allowing it to create

significant value in adjacent areas

such as advertising, consumer

AI, and financial services, which

we do not think is fairly reflected

in the current share price. The

digital advertising opportunity in

China is large and rapidly growing,

and WeChat is ideally placed

to capitalise given its share of

online time and ability to connect

businesses with users.

Total Share Return

-14

%

Total shareholders return in local currency sourced from Bloomberg.

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Total Share ReturnTotal Share ReturnTotal Share Return

UNITED STATES

What does it do?

Tradeweb is a leading

global operator of electronic

marketplaces for rates, credit,

equities and money markets.

Its platform facilitates electronic

trading, improving price discovery

and streamlining post-trade

workflows. Tradeweb serves more

than 3,000 clients globally and

operates across more than 85

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.

UNITED STATES

What does it do?

Tyler Technologies is the leading

provider of essential software

to over 15,000 local and state

governments in the US. Tyler is

the only company that can offer

a full suite of products covering

property tax systems and court

management systems through-to

911 dispatch systems.

Why do we own it?

It is estimated that two-thirds of

local governments use in-house

systems or outdated software

products that are no longer

supported. Security issues and

rising maintenance costs are

driving a shift to modern systems,

creating a long growth runway. We

previously owned Tyler and took

advantage of the indiscriminate

sell-off in software names to add it

back to the portfolio.

UNITED STATES

What does it do?

Uber is the world’s largest on-

demand mobility and delivery

platform, connecting consumers

with rides, food delivery, grocery

and retail delivery, and freight

services. Its platform operates in

over 70 countries with 199 million

customers. Its scale and self-

reinforcing network effects (more

riders -> more drivers -> more

riders) underpin its moat.

Why do we own it?

We initiated a position in late

December after a 20% share

price fall driven by concerns

that autonomous vehicle (AV)

companies such as Tesla and

Waymo would reduce reliance

on Uber’s demand-aggregation

platform. We think the AV market

will be fragmented, and that AV

fleet owners and manufacturers

will require Uber’s dominant

platform to drive volume and

utilisation.

-27

%

-18

%

-9

%

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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 was first to market and

continues to hold the dominant

position across several of the

largest animal health therapy

categories, including dermatology

and osteoarthritis pain. As these

franchises mature, we expect a

strong pipeline, including a first-in-

category chronic kidney disease

product, to sustain Zoetis’s growth

over the next several years.

Total Share Return

-54

%

Total shareholders return in local currency sourced from Bloomberg.

MARLIN PORTFOLIO COMPANIES CONTINUED

BOARD OF DIRECTORS
Fiona OliverDavid McClatchyDan ComanSimon Flood

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.

SIMON FLOOD BCom

Independent Director

Simon Flood brings a wealth of experience in business

leadership and a global perspective on capital markets

and investment management. He has held senior

investment management and leadership roles in

London, Hong Kong, and Singapore with Mercury

Asset Management / Merrill Lynch Investment

Managers, Lion Global Investors and Axa Investment

Managers. Simon has also worked as an Executive

Director at UK-based, technology focused venture

capital firm Imprimatur Capital.

Since returning to New Zealand in 2015, Simon has

been appointed to several governance positions

across a variety of sectors. He is currently Chairman of

Queenstown Airport, a recent appointee to the Tertiary

Education Commission, and several South Island

organisations. Simon is a director of Kingfish and

Barramundi. Simon holds a Bachelor of Commerce

from the University of Canterbury.

Simon was first appointed to the Marlin board on

1 June 2026.

FIONA OLIVER LLB, BA, CFInstD

Chair of the Board

Chair of Remuneration and Nominations Committee

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 Chair of Kingfish and Barramundi.

Fiona is also a director of Gentrack Group Limited,

Clarus Group (resigned as at 30 June 2026), Freightways

Limited, Summerset Holdings Limited, 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.

DAN COMAN BCom, FCA ANZ, CMInstD

Chair of Audit and Risk Committee

Independent Director

Dan Coman is an experienced company director

who has a sound understanding of effective board

governance and extensive financial experience. Dan 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 Global. Dan was formerly

the Deputy CFO for Insurance Australia Group (IAG)

in Australia, the country’s largest insurer. He was

accountable for all finance functions, including group

financial planning and performance, external statutory

and regulatory reporting, financial control, treasury,

taxation, and reinsurance. Previously, Dan was Chief

Financial Officer for IAG New Zealand. Dan’s earlier

background provided him with considerable exposure

to the funds management sector, working for leading

companies such as Barclays Wealth Management and

Schroders Investment Management. Dan’s principal

place of residence is Auckland.

Dan was first appointed to the Marlin board on

1 October 2025.

MARLIN GLOBAL LIMITED

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31

For the year ended 30 June 2026 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 the 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 31

March 2026. 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 2026, Marlin

was in compliance with the NZX Code, with the

exception of recommendations 4.4, 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 4.4, 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.

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32

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.

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33

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, post the retirement of Andy Coupe

30 June 2026, comprises four directors with diverse

backgrounds, skills, knowledge, experience and

perspectives. There were five directors as at 30 June

2026 due to handover arrangements, which reduced

to four directors effective 1 July 2026. 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 2026 is available on

pages 31 and 37 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 68 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 2026, the board considered that each

of Fiona Oliver (Chair from 1 July 2026), Dan Coman,

David McClatchy, Simon Flood and Andy Coupe (who

retired from the board 30 June 2026) are independent

directors and therefore the board has determined that

all of the current directors are independent directors.

Diversity and Inclusion

Marlin has a formal Diversity and Inclusion Policy

applicable to the Company’s directors. The board

recognises that having a diverse and inclusive board

will enhance effectiveness in key areas and that

membership of the board is best served by having

a mix of individuals with appropriate expertise and a

breadth of experience, who are each encouraged to

regularly contribute their views. These objectives are

recognised in the Diversity and Inclusion Policy.

All appointments to the board are based on merit and

include consideration of the board’s diversity. 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.

During the financial year to 30 June 2026, Carol

Campbell retired from the board (effective 31

December 2025) after serving as a director since 2012

and Dan Coman was appointed as an independent

director effective 1 October 2025. Andy Coupe (Chair

since 2022 and a director since 2013) retired from the

board (effective 30 June 2026) and Simon Flood was

appointed as an independent director effective 1 June

2026. Following Andy Coupe’s retirement Fiona Oliver,

an independent director on the Marlin board since

2022, succeeded Andy Coupe as Chair of the board.

The board’s gender composition as at the two most

recent annual balance dates was as follows:

NumberProportion

30 June 2026FemaleMaleFemaleMale

Directors1420%80%

NumberProportion

30 June 2025FemaleMaleFemaleMale

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.

MARLIN GLOBAL LIMITED

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The Diversity and Inclusion Policy is available on
Marlin’s website.

Board skills matrix

The board skills matrix sets out the key skills, expertise

and qualities that the board believes are necessary

now and into the future, taking into account the

nature of Marlin’s operations. The skills matrix shown

below demonstrates the current alignment between

the board’s desired and actual range of skills and

expertise.

Dan

Coman

Simon

Flood

David

McClatchy

Fiona

Oliver

QualificationsBCom;

FCA;

CMInstD

BComBComLLB, BA,

CFInstD

Capability

Investment

management

Listed

company

governance

Capital

markets/

capital

structure

Audit and

accounting

Risk

management

experience

Environment

and corporate

social

responsibility

Investor

and other

stakeholder

relations

Geographical

location

AucklandChrist-

church

TaurangaAuckland

Tenure (years)0.80 .15.04.0

GenderMMMF

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 other than in Marlin

Global Limited, Kingfish Limited or

Barramundi Limited

Listed

company

governance

Listed company governance

experience other than in Marlin

Global Limited, Kingfish Limited or

Barramundi Limited

Capital

markets/capital

structures

Experience in capital markets

and strong knowledge of capital

management instruments

Audit and

accounting

Audit or accounting experience in a

professional advisory firm or Audit

and Risk committee experience other

than in Marlin Global Limited, Kingfish

Limited or Barramundi Limited

Risk

management

Experience in identification and

mitigation of financial and non-financial

risk

Environmental

and corporate

social

responsibility

Experience in assessing or overseeing

environmental, social, and governance

initiatives, and specifically knowledge

of the implications for and application

of climate related disclosures

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

ANNUAL REPORT

2026

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35

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 five directors as

at 30 June 2026, and 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. Post Andy Coupe’s

retirement 30 June 2026, none of the remaining

directors of the Company have been a director for

more than 12 years

1

.

David McClatchy and Fiona Oliver have been directors

of Marlin for five and four years respectively, while Dan

Coman has been a director of Marlin for nine months

and Simon Flood has been a director of Marlin for one

month. Andy Coupe has been a Marlin director for

just over 13 years, having joined the Marlin board on 1

March 2013. However, Andy will retire from the board

with effect from 30 June 2026 and 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 has brought

important knowledge and skills to the board and he

has been independent from the Manager. He has also

during his time as a director demonstrated a strong

commitment to bringing 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 nine 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 2026. Director attendance at board

meetings and committee meetings is shown below.

1

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

determine that a director is not independent.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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36

DirectorBoard
Audit

and Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

(period 1 July

2025 to 31

December

2025)

#

5/52/20/01/1

Dan

Coman

(period 1

October 2025

to 30 June

2026)

#

7/ 71/11/12/2

Andy

Coupe

9/93/31/12/2

Simon

Flood

(period 1

June 2026

to 30 June

2026)

#

1/10/00/00/0

David

McClatchy

9/93/31/12/2

Fiona

Oliver

9/93/31/12/2

#

The meeting attendance for Carol Campbell, Dan Coman,

and Simon Flood pertain to the meetings that were held while

they were directors during the relevant period.

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 relating 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

2026, 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 Dan Coman.

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.

Fiona Oliver 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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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37

CORPORATE GOVERNANCE STATEMENT CONTINUED
The Remuneration and Nominations Committee

may invite the Corporate Manager and/or other

employees of the Manager and such other

persons, including the external auditor, to attend

meetings as it considers necessary to provide

appropriate information and explanations.

The Remuneration and Nominations Committee

Charter is available on Marlin’s website.

Investment Committee

The Investment Committee Charter sets out the

objectives of the Investment Committee, which

are to oversee the investment management

of Marlin to ensure the portfolio is managed in

accordance with the investment mandate and

with the long-term performance objectives of

Marlin. The Investment Committee Charter is

available on Marlin’s website.

The Investment Committee currently comprises

all of the directors, each of whom are considered

to be independent. David McClatchy is Chair of

the Investment Committee.

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

2026, Marlin did not have a formal environmental,

social and governance (ESG) framework. Marlin

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

investment company solely investing in shares of other

listed companies), it is not appropriate to maintain an

ESG framework independent to that of the Manager.

Marlin will continue to assess the relevance of

adopting an ESG framework. However, the Manager

has a formal ESG framework which governs its stock

research, selection and reporting, which the Marlin

board is fully supportive of and committed to. Details

of the Manager’s ESG framework can be found on the

Manager’s website at fisherfunds.co.nz/responsible-

investing.

Climate-related disclosures

The New Zealand Climate-related Disclosures (CRD)

regime is undergoing significant changes, transitioning

from its initial 2023-2024 implementation phase into

a more targeted, narrow scope. Under the initial CRD

regime, Marlin was classified as a climate reporting

entity (CRE) and was required to produce annual

climate statements within four months of its balance

date that identify and report on matters concerning

the impact of climate change on the Company’s

businesses and disclose greenhouse gas emissions.

However, in October 2025 the New Zealand

Government announced its intention to narrow

the scope of mandatory legislative reporting

requirements, such that listed issuers with a market

capitalisation of less than $1 billion and managed

investment scheme managers would no longer be

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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38

subject to requirements under the CRD regime.
Marlin would cease to be a CRE under these

proposed changes. The Financial Markets Authority

has confirmed that until the legislative amendments

are effected to reflect the Government’s proposed

changes to the reporting thresholds, it will take a ‘no

action’ approach to the 2025/2026 reporting period,

beginning on 1 November 2025, for affected entities

who are expecting their climate reporting obligations

to cease once legislation is passed. NZX has also

issued a class waiver from the NZX Listing Rules to

reflect these changes. Accordingly, Marlin is no longer

required to prepare an annual climate statement for

the year ended 30 June 2026.

On that basis, the Marlin board has determined Marlin

will not produce an annual climate statement for the

year ended 30 June 2026.

Principle 5 – Remuneration

The remuneration of directors and executives should

be transparent, fair and reasonable.

Directors’ remuneration

The Company’s Director Remuneration Policy sets

out the structure of the remuneration for directors,

the review process and reporting requirements. The

Director Remuneration Policy is available on Marlin’s

website.

Directors’ fees are determined by the board on the

recommendation of the Remuneration and Nominations

Committee within the aggregate amount approved

by shareholders. The current directors’ fee pool

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

shareholder resolution passed at the 2023 Annual

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 2026. No director received fees or payments

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 2026.

Directors’ remuneration* for the 12 months

ended 30 June 2026

Andy Coupe

(Chair to 30 June 2026)

$58,500

(1)

Carol Campbell$22,000

(2)

Dan Coman$31,750

(3)

Simon Flood$3,250

(4)

David McClatchy$44,000

(5)

Fiona Oliver$39,000

(6)

*excludes GST

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

of 11,460 shares under the Marlin Share Purchase

Plan. (Andy Coupe held in excess of the 50,000 share

threshold set out in the Marlin Share Purchase Plan but

had elected to continue in the plan and had elected to

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

shares.)

(2) Included in this total amount is $2,500 that Carol

Campbell received while she was Chair of the Audit

and Risk Committee. $4,400 of this total amount was

applied to the purchase of 4,232 shares under the Marlin

Share Purchase Plan. (Carol Campbell held in excess of

the 50,000 share threshold set out in the Marlin Share

Purchase Plan but had elected to continue in the plan.)

(3) Included in this amount is $2,500 that Dan Coman

received since being appointed Chair of the Audit and

Risk Committee. Dan Coman was appointed a Marlin

director on 1 October 2025 and therefore he was not

subject to the Marlin Share Purchase Plan during 2025.

However, he will be subject to the Marlin Share Purchase

Plan in 2026.

(4) Simon Flood was appointed a Marlin director on 1 June

2026. He will participate in the Marlin Share Purchase

Plan in 2026.

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

McClatchy received as Chair of the Investment

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

the purchase of 4,288 shares under the Marlin Share

Purchase Plan.

(6) $3,900 of this amount paid to Fiona Oliver was applied

to the purchase of 3,742 shares 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 2026.

The directors’ fees disclosed in the audited financial

statements include a portion of non-recoverable GST

expensed by Marlin.

Director fees exceeded the approved fee pool during

the year as a result of a transitional period during

which five directors were serving on the Board.

Accordingly, the Company relied on the exception

provided under NZX Listing Rule 2.11.3 in respect of

the temporary excess over the approved director fee

pool.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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39

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 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 4 and note 11 to Marlin’s audited financial

statements for the financial year ended 30 June 2026.

Principle 6 – Risk management

Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The board should regularly verify that

the issuer has appropriate processes that identify

and manage potential and material risks.

Risk management framework

The board has overall responsibility for Marlin’s system

of risk management and internal control. Marlin has

in place policies and procedures to identify areas of

significant business risk and implements procedures

to manage those risks effectively.

Key risk management tools used by Marlin include the

Audit and Risk Committee function, outsourcing of

certain functions to service providers, internal controls,

financial and compliance reporting procedures and

processes, and business continuity planning. Marlin

also maintains insurance policies that it considers

adequate to meet its insurable risks.

The board is actively involved in tracking the

development of existing risks and the emergence of

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

Committee and board receive regular reports on the

operation of risk management policies and procedures

from the Manager. As part of the robust risk

assessment process, significant risks are discussed at

each board meeting, and/or as required.

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.

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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40

The Audit and Risk Committee meets with the external
auditor, without representatives of the Manager present,

to approve its terms of engagement, audit partner

rotation

2

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

well as to review and provide feedback in respect of the

annual audit plan.

Marlin’s current external auditor,

PricewaterhouseCoopers (“PwC”), was appointed by

shareholders at the 2008 annual meeting in accordance

with the provisions of the Companies Act 1993. PwC

is 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 2026

audited annual financial statements, will attend this

year’s Annual Shareholders’ Meeting and will be

available to answer questions about the conduct of

the audit, preparation and content of the auditor’s

report, accounting policies adopted by Marlin, and its

independence in relation to the conduct of the audit.

Marlin does not have an internal audit function;

however, the Company regularly reviews all areas of

risk management and focuses on all operating and

compliance risk obligations as described above in

relation to Principle 6. Marlin delegates day-to-day

portfolio and administrative management responsibilities

relating to Marlin to the Manager, and the Corporate

Manager is responsible for managing operational and

compliance risks across Marlin’s business and reporting

on those matters to the board.

Principle 8 – Shareholder rights and relations

The board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the issuer.

Information for shareholders

The board recognises the importance of providing

shareholders with comprehensive, timely and equal

access to information about its activities. The board

aims to ensure that shareholders have available to

them all information necessary to assess Marlin’s

performance.

Marlin’s website, marlin.co.nz, provides information

to shareholders and investors about the Company.

2

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

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 2026 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 6 November 2026, 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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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41

CORPORATE GOVERNANCE STATEMENT CONTINUED
NZX waivers

There were no new waivers granted by NZX to the

Company in the financial year ended 30 June 2026.

Capital raisings

Marlin Share Issue (MLNWH)

On 23 April 2026, eligible Marlin shareholders were

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

based on a record date of 22 April 2026.

Each warrant gives shareholders the right, but not the

obligation, to subscribe for one additional ordinary

share in Marlin on the exercise date, subject to

payment of the exercise price. The exercise date is

23 April 2027.

The warrant exercise price is $0.87 less any dividends

declared with a record date during the period

commencing on the date of allotment of the warrants

(23 April 2026) and up to the announcement of the

final exercise price. The final exercise price will be

calculated and advised to warrant holders at least six

weeks before the exercise date.

The warrants commenced trading on the NZX Main

Board on 24 April 2026 under the code MLNWH.

Further information in relation to the Marlin warrant

issue can be found in the Warrant Terms Offer

Document dated 16 February 2026 which is available

on Marlin’s website under “Investor Centre” and

“Warrant Terms” sections.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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42

We present the financial statements for Marlin Global Limited for the year ended 30 June 2026.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the

Company as at 30 June 2026 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 24 August 2026.

Fiona Oliver Dan Coman



David McClatchy Simon Flood

For the year ended 30 June 2026

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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43

45Statement of Comprehensive Income
46Statement of Changes in Equity

47Statement of Financial Position

48Statement of Cash Flows

49Notes to the Financial Statements

62Independent Auditor's Report

FINANCIAL

STATEMENTS CONTENTS

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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4445

The accompanying notes form an integral part of these financial statements.
Notes 2026 2025

$000 $000

Interest income 47 109

Dividend income 1,10 5 1,10 8

Net change in fair value of investments 2 (13,875) 4,582

Other income3 49 76

Total (loss)/income (12,674) 5,875

Operating expenses4 2,607 3,377

Net (loss)/profit before tax (15,281) 2,498

Total tax expense5 2,045 2,16 7

Net (loss)/profit after tax attributable to shareholders (17, 3 2 6 ) 331


Total comprehensive (loss)/income after tax attributable to shareholders (17, 3 2 6 ) 331

Basic (losses)/earnings per share7 (7.65c) 0 .15 c

Diluted (losses)/earnings per share7 (7.65c) 0 .15 c

STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2026

MARLIN GLOBAL LIMITED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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MARLIN GLOBAL LIMITED

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2026

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4445

STATEMENT OF
CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2026

MARLIN GLOBAL LIMITED

Attributable to shareholders of the Company

Notes

Share

Capital

Retained

Earnings/

(Accumulated

Deficits)

Tot al

Equity

$000$000 $000

Balance as at 1 July 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


Comprehensive loss

Net loss after tax - ( 17, 3 2 6 ) ( 17, 3 2 6 )

Total comprehensive loss for the year ended 30 June 2026 - (17, 3 2 6 ) (17, 3 2 6 )


Transactions with shareholders

Warrant issue costs6 (c) (17 ) - (17 )

Dividends paid6 (d) - (16,639) (16,639)

New shares issued under dividend reinvestment plan6 (e) 6,429 - 6,429

Total transactions with shareholders for the year ended

30 June 2026

6,412 (16,639) (10,227)

Balance as at 30 June 2026 213,150 (28,627) 184,523

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

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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2026

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4647

Notes 2026 2025
$000 $000

SHAREHOLDERS’ EQUITY184,523212,076

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 10 5,277 3 ,18 4

Receivables 8 1,127 502

Financial assets at fair value through profit or loss 2 18 2,19 2 211, 25 0

Total Current Assets 188,596 214,936

TOTAL ASSETS 188,596 214,936

LIABILITIES

Current Liabilities

Trade and other payables 9 366 356

Financial liabilities at fair value through profit or loss 2 2,523 472

Current tax payable5 1,18 4 2,032

Total Current Liabilities 4,073 2,860

TOTAL LIABILITIES 4,073 2,860

NET ASSETS 184,523 212,076

These financial statements have been authorised for issue for and on behalf of the Board by:


F Oliver D F Coman

Chair Chair of the Audit and Risk Committee

24 August 2026 24 August 2026

STATEMENT OF

FINANCIAL POSITION

AS AT 30 JUNE 2026

MARLIN GLOBAL LIMITED

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

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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2026

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4647

STATEMENT OF
CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2026

MARLIN GLOBAL LIMITED

Notes 2026 2025

$000 $000

Operating Activities

Sale of investments 15 4,741 131,562

Interest received 48 111

Dividends received 1,10 9 1,111

Other income 36 78

Purchase of investments (136,136) (114,080)

Operating expenses (3,228) (4,720)

Ta xe s pa id (2,892) (1,129)

Net settlement of forward foreign exchange contracts (1,371) (5,769)

Net cash inflows from operating activities10 12,307 7,16 4

Financing Activities

Proceeds from warrants exercised (net of exercise costs) - 976

Warrant issue costs (17 ) -

Share buybacks - (1,175 )

Dividends paid (net of dividends reinvested) (10,210) (10,960)

Net cash (outflows) from financing activities (10,227) (11,15 9 )

Net increase/(decrease) in cash and cash equivalents held 2,080 (3,995)

Cash and cash equivalents at beginning of the year 3 ,18 4 7,18 0

Effects of foreign currency translation on cash balance 13 (1)

Cash and cash equivalents at end of the year10 5,277 3 ,18 4




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

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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ANNUAL REPORT

2026

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4849

NOTES TO THE
FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

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

the 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 impact.

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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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NOTE 1 BASIS OF ACCOUNTING CONTINUED
Financial Reporting by Segments

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

The Company is managed as a whole and is considered to have a single operating segment. There is

no further division of the Company or internal segment reporting used by the Directors when making

strategic investment or resource allocation decisions.

There has been no change to the operating segment during the year.

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 24 August 2026.

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.

j

FOR THE YEAR ENDED 30 JUNE 2026

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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5051

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

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 2025: None). There

were no financial instruments classified as Level 3 as at 30 June 2026 (30 June 2025: None).

Investments at Fair Value through Profit or Loss

2026 2025

$000$000

Financial Assets:

International investments 181,9 63 2 0 7, 3 6 8

Forward foreign exchange contracts 229 3,882

Total financial assets at fair value through profit or loss 18 2 ,19 2 211,250


Financial Liabilities:

Forward foreign exchange contracts 2,523 472

Total financial liabilities at fair value through profit or loss 2,523 472


Net Change in Fair Value of Investments

(Losses)/gains on international investments (18,055) 5,872

Foreign exchange gains on international investments 11, 25 5 1,547

Losses on forward foreign exchange contracts ( 7, 0 7 5 ) (2,837)

Net change in fair value of investments through profit or loss (13,875) 4,582

The fair value of 19 stocks (out of 31) valued at $121,661,817 was determined using the bid price

(30 June 2025: 12 stocks (out of 26) valued at $94,547,567).

The notional value of forward foreign exchange contracts held as at 30 June 2026 was $89,804,463

(30 June 2025: $103,485,510).

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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NOTE 3 OTHER INCOME
2026 2025

$000$000

Foreign exchange gains on cash and cash equivalents

and outstanding settlements

49 76

Total other income 49 76

NOTE 4 OPERATING EXPENSES

2026 2025

$000$000

Management fees (net of rebate) (note 11(a)(i)) 1,532 2,278

Administration services (note 11(a)(i)) 138 143

Directors' fees (note 11(b)) 199 189

Custody, accounting and brokerage 282 319

Investor relations and communications 154 168

NZX fees 61 73

Professional fees 53 51

Fees paid to the auditor:

Statutory audit and review of financial statements 51 50

Regulatory fees 33 33

Other operating expenses 104 73

Total operating expenses 2,607 3,377

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.

FOR THE YEAR ENDED 30 JUNE 2026

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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5253

2026 2025
$000$000

Taxation expense is determined as follows:

Net (loss)/profit before tax (15,281) 2,498

Non-taxable realised (gain) on financial assets and liabilities (25,323) (34,037)

Non-taxable unrealised loss on financial assets and liabilities 32,088 26,685

Fair Dividend Rate hedge loss 6 , 811 2,867

Fair Dividend Rate income 9,929 10,582

Exempt dividends subject to Fair Dividend Rate (1,10 8 ) (1,110 )

Non-deductible expenses and other

189 254

Taxable income 7, 3 0 5 7,73 9

Tax at 28% 2,045 2 ,167

Taxation expense comprises:

Current tax 2,045 2,16 7

Total tax expense 2,045 2 ,167

Current tax balance

Opening balance (2,032) (993)

Current tax movements (2,045) ( 2,16 7 )

Tax paid and other items 2,893 1,12 8

Current tax (payable) (1,18 4) (2,032)

Imputation credits

The imputation credits available for subsequent reporting periods total $1,185,614 (30 June 2025:

$2,032,070). 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 2026.

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 231,275,420 fully paid ordinary shares on issue (30 June 2025: 223,736,794). 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 2026, Marlin

did not acquire any shares (30 June 2025: 1,256,041 shares valued at $1,175,059) 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 2025: Nil).

MARLIN GLOBAL LIMITED

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2026

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NOTE 6 SHAREHOLDERS’ EQUITY CONTINUED
c. Warrants

On 23 April 2026, 57,341,670 new Marlin warrants were allotted and quoted on the NZX Main Board

from 24 April 2026. One new warrant was issued to all eligible shareholders for every four shares held

on record date (22 April 2026). The warrants are exercisable at $0.87 per warrant, adjusted down for

dividends declared during the period up to 23 April 2027. Warrant holders can elect to exercise some

or all of their warrants on the exercise date. The net cost of issuing the warrants of $16,533 was

deducted from share capital.

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.

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:

2026

$000

Cents per

share

2025

$000

Cents per

share

26 Sep 2025 4,206 1.8827 Sep 2024 4,477 2.07

19 Dec 2025 4,261 1.8920 Dec 2024 4,310 1.98

27 Mar 2026 4,273 1.8828 Mar 2025 4,492 2.05

26 Jun 2026 3,899 1.7027 Jun 2025 4,238 1.91

16,639 7. 3 5 17,517 8.01

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 2026, 7,538,626 ordinary shares totalling $6,429,391 (30 June 2025: 7,384,164

ordinary shares totalling $6,556,274) were issued in relation to the plan for the quarterly dividends

paid which comprised:

(i) 7,538,626 ordinary shares totalling $6,429,391 were issued under the dividend reinvestment plan

(30 June 2025: 6,041,438 ordinary shares totalling $5,354,629); and

(ii) No ordinary shares were utilised from treasury stock under the dividend reinvestment plan (30

June 2025: 1,342,726 ordinary shares totalling $1,201,645).

To participate in the dividend reinvestment plan, a completed participation notice must be received

by Marlin before the next record date.

FOR THE YEAR ENDED 30 JUNE 2026

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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5455

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.

2026 2025


Basic (Losses)/Earnings per Share

Net (loss)/profit after tax attributable to shareholders ($’000) ( 17, 3 2 6 ) 331

Weighted average number of ordinary shares on issue net of treasury stock (‘000) 226,565 218,776

Basic (losses)/earnings per share ( 7.6 5 c) 0.15 c


Diluted (Losses)/Earnings per Share

Net (loss)/profit after tax attributable to shareholders ($’000) ( 17, 3 2 6 ) 331

Weighted average number of ordinary shares on issue net of treasury stock (‘000) 226,565 218,776

Diluted effect of warrants ($'000)

1

- -

226,565 218,776

Diluted (losses)/earnings per share ( 7.6 5 c) 0.15 c

1

The warrants were not assumed to be exercised because they were antidilutive as the warrant exercise price

(less dividends paid) of $0.85 was greater than the share price of $0.77 on 30 June 2026. There were no

warrants on issue on 30 June 2025.

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.

2026 2025

$000$000

Interest receivable - 1

Dividends receivable 56 25

GST receivable 7 11

Related party receivable (note 11(a)(ii)) 1,019 440

Other receivables and prepayments 45 25

Total receivables 1,127 502

MARLIN GLOBAL LIMITED

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2026

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2026

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5455

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.

2026 2025

$000$000

Dividends payable 112 78

Related party payables (note 11(a)(i)) 202 232

Other payables and accruals 52 46

Total trade and other payables 366 356

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.

2026 2025

$000$000

Cash - New Zealand Dollars 1,442 950

Cash - Other currencies 3,835 2,234

Cash and cash equivalents 5,277 3 ,18 4


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

from Operating Activities

Net (loss)/profit after tax (17, 3 2 6 ) 331

Items not involving cash flows:

Unrealised (gains)/losses on cash and cash equivalents (13) 1

Unrealised losses on revaluation of investments 32,088 26,685

Unrealised losses/(gains) on forward foreign exchange contracts 5,704 (2,932)

37,779 23,754

Impact of change in working capital items

Increase/(decrease) in trade and other payables 10 (893)

(Increase) in receivables (625) (445)

Change in current and deferred tax (848) 1,039

(1,463) (299)

Items relating to investments

Amount paid for purchases of investments (136,136) (114,080)

Amount received from sales of investments net of realised gains 129,453 9 7, 4 5 8

(6,683) (16,622)

Net cash inflows from operating activities 12,307 7,16 4


FOR THE YEAR ENDED 30 JUNE 2026

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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5657

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:

Management fee: The management fee is 1.25% 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. Prior

to 1 April 2026, the management fee was 1.25% per annum plus GST. Accordingly, comparative

information for the prior period reflects the fee inclusive of GST, where applicable.

Performance fee: Fisher Funds may earn an annual performance fee of 10% of excess returns

over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank Bill Index

plus 7%), subject to achieving the High Water Mark (“HWM”). Prior to 1 April 2026, the performance

fee was 10% plus GST of excess returns over and above the performance fee hurdle return.

Accordingly, comparative information for the prior period reflects the performance fee inclusive of

GST, where applicable. The total performance fee 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:

20262025

$000$000

Fees earned by the Manager for the year ended 30 June

Management fees 1,532 2,278

Administration services 138 143

Operating expenses 1,670 2,421


For the year ended 30 June 2026, the Manager did not achieve a return in excess of the

performance fee hurdle and the HWM (30 June 2025: Nil). Accordingly, the Company has not

expensed a performance fee for the year ended 30 June 2026 (30 June 2025: Nil).

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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NOTE 11 RELATED PARTY INFORMATION CONTINUED
a. Fisher Funds Management Limited continued

20262025

$000$000


Fees payable to the Manager at 30 June

Management fees 189 219

Administration services 13 13

Related party payables 202 232

(ii) Related Party Receivables

20262025

$000$000

Fees receivable from the Manager 30 June

Management fee credit note 1,019 440

Related party receivable 1,019 440


Fisher Funds’ management fee was calculated and invoiced at 1.25% of the gross asset value, with

a balance date adjustment to reduce the management fee to 0.75% of the gross asset value (the

minimum value) as the gross return underperformed the NZ 90 Day Bank Bill Index by 9.2 percentage

points (30 June 2025: underperformed by 2 percentage points). As a result Fisher Funds raised a

credit note for $1,018,998 at balance date which will be used by the Company to cover future monthly

management fees (30 June 2025: $439,627).

(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 2026 (30 June 2025: Nil) and no sales (30 June 2025: 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 $198,746 inclusive of unclaimable

GST (30 June 2025: $189,215). The Directors’ fee pool was $185,500 exclusive of GST, if any, for the

year ended 30 June 2026 (30 June 2025: $185,500). There were no Directors fees payable at the end of

the financial year (30 June 2025: Nil). Director fees exceeded the approved fee pool during the year as

a result of a transitional period during which five directors were serving on the Board. Accordingly, the

Company relied on the exception provided under NZX Listing Rule 2.11.3 in respect of the temporary

excess over the approved director fee pool.

The Directors held shares in the Company as at 30 June 2026 which total 0.09% of total shares on

issue (30 June 2025: 0.16%). The Directors held warrants in the Company as at 30 June 2026 which

total 0.09% of the warrants on issue (30 June 2025: Nil, as there are no warrants on issue).

Dividends of $14,471 (30 June 2025: $27,610) were also received by the Directors as a result of their

shareholding during the year.

FOR THE YEAR ENDED 30 JUNE 2026

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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2026

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5859

NOTE 12 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment activities,

including market risk, credit risk and liquidity risk.

The Management Agreement between Marlin and Fisher Funds details permitted investments. Financial

instruments currently recognised in the financial statements also comprise cash and cash equivalents,

forward foreign exchange contracts, 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

conditions 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 and Investment Committee. In addition, the Manager

has to meet the criteria of authorised investments within the prudential limits defined in the Management

Agreement.

The country in which Marlin’s exposure is 10% or greater of the portfolio is the United States 86% (30 June

2025: United States 89%).

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 investment assets as at 30 June 2026

(30 June 2025: Nil).

Interest Rate Risk

Interest rate risk is the risk of movements in interest rates. Surplus cash is held in interest bearing foreign

currency and New Zealand bank accounts. The Company is therefore exposed to the risk of changes in

interest income from movements in both international and New Zealand interest rates. There is no hedge

against the risk of movements in interest rates.

The Company may use short-term fixed rate borrowings to fund investment opportunities. There were no

borrowings as at 30 June 2026 (30 June 2025: 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:

MARLIN GLOBAL LIMITED

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NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
2026 2025

$000$000

Price risk

1


International investmentsCarrying value 181,9 63 2 0 7, 3 6 8

Impact of a 20% change in market prices: +/- 36,393 41,474

Interest rate risk

2


Cash and cash equivalentsCarrying value 5,277 3 ,18 4

Impact of a 1% change in interest rates: +/- 53 32

Currency risk

3


Cash and cash equivalentsCarrying value 3,835 2,234

Impact of a +10% change in exchange rates (349) (203)

Impact of a -10% change in exchange rates 426 248

International investmentsCarrying value 181,9 63 2 0 7, 3 6 8

Impact of a +10% change in exchange rates (16,542) (18,852)

Impact of a -10% change in exchange rates 20,218 23,041

Net forward foreign exchange contractsCarrying value (2,294) 3,410

Impact of a +10% change in exchange rates 8 ,16 4 9,408

Impact of a -10% change in exchange rates (9,978) (11, 4 9 8 )

Net foreign currency payables/receivablesCarrying value 61 31

Impact of a +10% change in exchange rates (6) (3)

Impact of a -10% change in exchange rates 7 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 historical trends in

exchange rate movements.

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 (2025: 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 above S&P A+ or equivalent. Receivables are normally settled within

three business days.

FOR THE YEAR ENDED 30 JUNE 2026

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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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 2026 (30 June 2025: 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.

NOTE 13 NET ASSET VALUE

The net asset value per share of Marlin as at 30 June 2026 was $0.80 per share (30 June 2025:

$0.95), calculated as the net assets of $184,523,380 divided by the number of shares on issue of

231,275,420 (30 June 2025: net assets of $212,075,514 and shares on issue of 223,736,794).

NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2026

(30 June 2025: Nil).

NOTE 15 SUBSEQUENT EVENTS

On 24 August 2026, the Board declared a dividend of 1.62 cents per share. The record date for this

dividend is 3 September 2026 with a payment date of 25 September 2026.

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.

FOR THE YEAR ENDED 30 JUNE 2026

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

MARLIN GLOBAL LIMITED

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PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,

Private Bag 92162, Auckland 1142, New Zealand

+64 9 355 8000

pwc.co.nz

Independent auditor’s report

To the shareholders of Marlin Global Limited

Our opinion

In our opinion, the accompanying financial statements of Marlin Global Limited (the Company), present fairly, in

all material respects, the financial position of the Company as at 30 June 2026, its financial performance, and its

cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and International Financial Reporting Standards Accounting Standards (IFRS

Accounting Standards).

What we have audited

The Company's financial statements comprise:

• the statement of financial position as at 30 June 2026;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information and other explanatory

information.

Basis for opinion

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

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report.

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

Independence

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

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.

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


PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,

Private Bag 92162, Auckland 1142, New Zealand

+64 9 355 8000

pwc.co.nz

Independent auditor’s report

To the shareholders of Marlin Global Limited

Our opinion

In our opinion, the accompanying financial statements of Marlin Global Limited (the Company), present fairly, in

all material respects, the financial position of the Company as at 30 June 2026, its financial performance, and its

cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and International Financial Reporting Standards Accounting Standards (IFRS

Accounting Standards).

What we have audited

The Company's financial statements comprise:

• the statement of financial position as at 30 June 2026;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information and other explanatory

information.

Basis for opinion

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

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report.

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

Independence

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

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.

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

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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62

15 PwC - Independent auditor’s report
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 investments 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.

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

$182.0 million (representing 96% of total assets) and a net

forward foreign exchange contract liability valued at $2.3

million as at 30 June 2026.

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 based on quoted market prices at 30 June

2026.

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 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 provided by the internal controls

reports over the design and operating effectiveness of the

relevant controls operated by the Administrator for the period

1 April 2025 to 31 March 2026. We also obtained confirmation

from the Administrator that there had been no material

change to the control environment in the period from 1 April

2026 to 30 June 2026.

We agreed the price for all listed investments held at 30 June

2026 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 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 2026.


Our audit approach

Overview


Materiality Overall materiality: $0.92 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.


MARLIN GLOBAL LIMITED

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63

16 PwC - Independent auditor’s report
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, but does not include the financial statements and our auditor’s report thereon. The Annual

Report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of

audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information not yet received, if we conclude that there is a material misstatement therein,

we are required to communicate the matter to the Directors and use our professional judgement to determine the

appropriate action to take.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial

statements in accordance with NZ IFRS and IFRS 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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

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64

17 PwC - Independent auditor’s report
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

24 August 2026



MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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65

Spread of Shareholders as at 31 July 2026
Holding Range# of Shareholders# of Shares% of Total

1 to 99919774, 2510.03

1,000 to 4,9994441,19 7, 5 7 50.52

5,000 to 9,9996104,19 2,18 81.81

10,000 to 49,9991,71941,0 69,8 0217.7 6

50,000 to 99,99950534,843,34615.07

100,000 to 499,99943780,759,56134.92

500,000 +5569,138,69729.89

TOTAL3,967231,275,420100%

20 Largest Shareholders as at 31 July 2026

Holder Name# of Shares% of Total

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

AC C O U N T>

9,020,8963.90

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>4,626,6062.00

ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M

SIMMONDS PARTNERSHIP A/C>

3,904,8521.69

CUSTODIAL SERVICES LIMITED <A/C 4>3,643,2291.58

LEVERAGED EQUITIES FINANCE LIMITED3,363,8781.45

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>2, 276 ,1750.98

FNZ CUSTODIANS LIMITED1,932,0720.84

SYDNEY FAIRHOLME LANCELOT EDWARDES1,900,0000.82

NEVILLE STEPHEN GARRETT & ROSEMARIE ANN GARRETT1,835,8400.79

JOHN ROBERT MACDONNELL1,620,5250.70

BRIAN MAXWELL CURRIE1, 3 2 7, 4 9 10.57

PHILIP MICHAEL EDWARDES1, 3 0 7, 5 510.57

KIRSTIE JANE NICHOLLS & PAUL FRANCIS NICHOLLS1,190,0000.51

PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD

<JEM FAMILY A/C>

1,144,2830.49

SEATON STUART JAMES BENNY1,12 7, 9 140.49

JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER

JOHN CLARK <RIORDAN FAMILY A/C>

1,0 86,5190.47

RUSSEL ERNEST GEORGE CREEDY1,050,0000.45

PETER NEVILLE ROWE1,021,0700.44

DAVID ROY COOPER & KAREN ANN COOPER & COOPER FAMILY

NOMINEES LIMITED <COOPER FAMILY A/C>

1,000,0000.43

THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN1,000,0000.43

TOTAL45,378,90119.62%

SHAREHOLDER INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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66

WARRANT HOLDER
INFORMATION

Spread of Warrant Holders as at 31 July 2026

Holding Range# of Warrant Holders# of Warrants% of Total

1 to 999553223,3560.39

1,000 to 4,9991,4193,689,8326.43

5,000 to 9,99974 35 ,172,1759.02

10,000 to 49,99990618,518,89032.30

50,000 to 99,9991107, 3 0 6 , 5 6 612.74

100,000 to 499,999579 , 9 5 7, 5 2 217. 3 7

500,000 +1312,473,32921.75

TOTAL3,80157, 3 41,670100%

20 Largest Warrant Holders as at 31 July 2026

Holder Name# of Warrants% of Total

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

AC C O U N T>

2 , 9 3 7,18 45 .12

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1, 4 5 9,15 22.54

CUSTODIAL SERVICES LIMITED <A/C 4>956,9721.67

ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M

SIMMONDS PARTNERSHIP A/C>

955,4251.67

CLARE FOGARTY833,4141.45

LEVERAGED EQUITIES FINANCE LIMITED825,6201.44

ASB NOMINEES LIMITED <A/C 729182 - ML>705,4471.23

ASB NOMINEES LIMITED <A/C 802302 ML>700,4641.22

STEPHEN GEORGE BLAIR & JOSEPHINE KAY BLAIR700,0001.22

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>622,8461.0 9

ANTHONY FRANCIS O'DONNELL & EVONNE RUBY O'DONNELL <A F

& E R O'DONNELL A/C>

604,3651.05

ASB NOMINEES LIMITED <A/C 210631 - ML>600,0001.05

DAVID JOHN GORDON572,4401.0 0

FNZ CUSTODIANS LIMITED491,4310.86

CHARLES LEONARD MICHAEL MORING459,7730.80

NEVILLE STEPHEN GARRETT & ROSEMARIE ANN GARRETT355,7240.62

BRIAN MAXWELL CURRIE324,8060.57

RICHARD JAMES THOMAS310,0000.54

PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD

<JEM FAMILY A/C>

279,9790.49

RUSSEL ERNEST GEORGE CREEDY262,5000.46

TOTAL14,957,54226.08%

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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67

Directors’ Relevant Interests in Equity Securities as at 30 June 2026
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 2026 are as follows:

SharesWarrants

Held DirectlyHeld by

Associated

Person

Held DirectlyHeld by

Associated

Person

D F Coman

(1)

0000

R A Coupe

(2)

166,246041,5620

S R Flood

(3)

0000

D M McClatchy

(4)

22,66205,5450

F A Oliver

(5)

11, 0 2 03,7282,755913

(1)

D F Coman joined the Marlin Board 1 October 2025 and has not yet had the opportunity to purchase shares in

the Company via the Marlin Share Purchase plan.

(2)

R A Coupe purchased 11,460 shares on market in the year ended 30 June 2026 as per the Marlin Share

Purchase Plan (purchase price $1.01). R A Coupe acquired 10,172 shares in the year ended 30 June 2026,

issued under the Dividend Reinvestment Plan (average issue price $0.89). R A Coupe was issued 41,562 free

MLNWH warrants on 23 April 2026, per the terms of the Marlin Warrant Offer Document.

(3)

S R Flood joined the Marlin Board 1 June 2026 and has not yet had the opportunity to purchase shares in the

Company via the Marlin Share Purchase Plan.

(4)

D M McClatchy purchased 4,288 shares on market in the year ended 30 June 2026 as per the Marlin Share

Purchase Plan (purchase price $1.02). D M McClatchy acquired 1,840 shares in the year ended 30 June 2026,

issued under the Dividend Reinvestment Plan (average issue price $0.86). D M McClatchy was issued 5,545

free MLNWH warrants on 23 April 2026, per the terms of the Marlin Warrant Offer Document.

(5)

F A Oliver purchased 3,742 shares on market in the year ended 30 June 2026 as per the Marlin Share Purchase

Plan (purchase price $1.02). F A Oliver acquired 303 shares in the year ended 30 June 2026, issued under the

Dividend Reinvestment Plan (average issue price $0.86). F A Oliver was issued 3,668 free MLNWH warrants on

23 April 2026, per the terms of the Marlin Warrant Offer Document.

Directors Holding Office

Marlin’s directors as at 30 June 2026 were:

• F A Oliver (Chair)

• D F Coman

• R A Coupe (retired 30 June 2026)

• S R Flood

• D M McClatchy

During the year, Dan Coman was appointed as an independent director (effective 1 October 2025) and Carol

Campbell retired as a director (effective 31 December 2025).

On 3 February 2026, Andy Coupe (Chair of Marlin since 2022 and director since 2013) announced that he would

not be seeking re-election at this year’s annual meeting and would retire from the board, effective 30 June 2026. On

24 April 2026 it was announced that Fiona Oliver, an independent director of Marlin since 2022, succeeded Andy

Coupe as Chair from 30 June 2026.

On 24 April 2026, the board of Marlin announced the appointment of Simon Flood as an independent director,

effective 1 June 2026. In accordance with the Marlin constitution and NZX Listing Rules, Simon Flood will stand for

election at the 2026 Annual Shareholders’ Meeting.

In accordance with the Marlin constitution and NZX Listing Rules, Fiona Oliver retired by rotation at the 2025 Annual

Shareholders’ Meeting and being eligible was re-elected.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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Directors’ Indemnity and Insurance
Marlin has arranged Directors’ and Officers’ Liability Insurance covering directors acting on behalf of Marlin. Cover

is for damages, judgements, fines, penalties, legal costs awarded, and defence costs arising from wrongful acts

committed while acting for Marlin. The types of acts that are not covered include dishonest, fraudulent, malicious

acts or omissions, and wilful breach of statute or regulations.

Marlin has granted an indemnity in favour of all current and future directors of the Company in accordance with its

constitution.

Directors’ Relevant Interests

The following are relevant interests of Marlin’s directors as at 30 June 2026:

F A OliverKingfish LimitedChair

Barramundi LimitedChair

Gentrack Group LimitedDirector

Clarus (resigned as at 30 June 2026) Director

Freightways LimitedDirector

Summerset Group Holdings LimitedDirector

Guardians of NZ SuperannuationBoard Member

D F ComanKingfish LimitedDirector

Barramundi LimitedDirector

Coman Holdings LimitedDirector

Auckland Basketball Services LimitedDirector

R A CoupeKingfish Limited (retired 30 June 2026)Director

Barramundi Limited (retired 30 June 2026)Director

Coupe Consulting LimitedDirector

S R FloodKingfish LimitedDirector

Barramundi LimitedDirector

Central Lakes TrustTrustee

FarmRight LimitedChair

Queenstown Airport Corporation LimitedChair

Southern Dairy Hub LimitedChair

Tertiary Education CommissionDirector

University of Canterbury FoundationTrustee

D M McClatchyKingfish LimitedDirector

Barramundi LimitedDirector

Guardians of NZ SuperannuationBoard Member

STATUTORY INFORMATION CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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Auditor’s Remuneration
During the 30 June 2026 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers

New Zealand.

$000

Statutory audit and review of financial statements51

Other assurance services0

Non assurance services0

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

the Auditor Regulation Act 2011.

Donations

Marlin did not make any donations during the year ended 30 June 2026.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2026

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70

Registered Office
Marlin Global Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

Directors

Independent Directors

Fiona Oliver (Chair)

Dan Coman

Simon Flood

David McClatchy

Andy Coupe

(retired 30 June 2026)

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

2026

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71

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.