Marlin Limited, Annual Meeting 2025

21 October 2025

Marlin Global Limited (MLN)

The company will hold its Annual Shareholders Meeting at 10.30am Friday 7 November 2025.

The location is Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland.

You can also join the meeting online at this link.

Company Overview

Marlin is an investment company that invests in companies based outside New Zealand and Australia. Its portfolio is managed by Fisher Funds Management. Its geographical investments are in North America 80%, Western Europe 13%, Asia 4%

The sector split is Consumer Discretionary 19%, Information Technology 22%, Healthcare 28%, Communication Services 17%, Financials 10%, Consumer Staples 1%, and Cash and FX 3%.

Its largest investments are, Alphabet (Google) 6%, Intuitive Surgical 6%, Amazon 8%, Microsoft 7%, and Master Card 6%. The fund value is $211.2 million down from $218.1million.

Carol Campbell who has served on the Board since June 2012 will retire 31 December 2025. Dan Coman was appointed to the Board 1 October 2025.

Current Strategy

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.

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

1. Marlin has reported good results for the last 12 months, with increased shareholder return in the form of improved NPAT, earnings per share (EPS) and net tangible assets per share (NTA).
2. The company is looking to exit or downgrade its exposure to discretionary consumer products and financial services which are being influenced by slowing economic power of lower income sectors.
3. The US elections is a key source of current unpredictability, but inflation is also a factor.

The meeting report is available at this link.

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  Excellent disclosure.

Director Share Ownership:  Directors are required to apply 10% of their fees to purchase shares on market until they hold 50,000 shares as a minimum. In general, while NZSA encourages share ownership by independent Directors, it does not support compulsion as this reduces the pool of available Directors, may compromise independence, and removes the ‘market signal’ associated with share purchases.

In mitigation, however, we note that only 10% of Director fees each year must be applied to the purchase of shares.

CEO Remuneration:  The company is externally managed by Fisher Funds Management Ltd. In simple terms, the management fee is based on 1.25% of the gross asset value of the fund, with a performance fee based on the NZ 90 Day Bank Bill rate + 5%. We note the absence of any relationship to a Total World index / market benchmark in the fee structure.

Director Independence:  All Directors are independent.

Board Composition: The company offers a clear skills matrix that articulates how individual directors add value to the Board and to the company.

We have previously noted that both Carol Campbell and Fiona Oliver have significant other Board roles. Carol is a Director of the three Fisher Fund Listed Investment companies (LIC’s), and two other NZX companies and a Director of NZ Post. Fiona is a Director of six NZX companies (including the three LIC’s) and a Guardian of NZ Superannuation.

NZSA policy is that Directors should not have more than five NZX or equivalent roles to ensure they have the necessary time to carry out their duties. We have discussed this with both Directors, with Fiona Oliver providing extensive supporting evidence to describe her workload and its impacts.

We welcome the recent appointment of Dan Corman as a means of enabling meaningful succession at the company.

The nature of the company’s board indicates a commitment to thought, experiential and social diversity, with relevant experience for Marlin.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

As noted above, Carol Campbell is retiring 31 December 2025 after having served since 2012. The Chair, Andy Coupe has served since March 2013. NZSA is comfortable that there is sufficient evidence to indicate that succession planning is active.

ASM Format: Marlin Global Limited is holding a ‘hybrid’ meeting, (i.e., physical, and virtual), a format preferred by NZSA as a way of promoting shareholder engagement while maximising participation.

Independent Advice for the Board & Risk Management:  NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. We also look for evidence that Boards are across their risk management responsibilities.

The Annual Report notes that the Audit and Risk Committee can hold meetings directly with the Manager and that the Board have access to key staff of the Manager. The Board Charter notes that Directors can seek independent external professional advice to support decision-making, with the prior approval of the Chair.

The Annual Report references the Risk Management Framework, and the Risk Management Policy is disclosed on the company’s website. In addition, the company published a 40-page Climate Statement.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence: Good disclosure.

Audit Rotation:  The company ensures the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. The Lead Audit Partner was appointed in 2024 with the next rotation in 2029.

PwC was appointed Auditor in 2008. There is no disclosure around the rotation of Audit Firm. Whilst NZSA is conscious of the constraints around Audit Firm rotation we would expect to see some disclosure around how the company assesses the Audit Firm and the market as regards the Audit Fee.

Environmental Sustainability

Overall approach: FY2025 marks Marlin’s second year of climate-related disclosure. The company continues to build its capability, applying all available adoption provisions. NZSA recognises that for investment funds, compliance with the Climate-Related Disclosures regime remains challenging, as it requires “rolling up” the climate information of underlying portfolio companies rather than direct operational data. Marlin’s disclosures remain portfolio-focused, which is appropriate for its business model as a listed investment company. The company continues to rely on its external Manager, Fisher Funds, to prepare the Climate Statement and integrate climate considerations into investment analysis. Fisher Funds’ Responsible Investing team undertakes climate risk assessments and scenario analysis across the portfolio. NZSA considers this structure consistent with the intent of the regime and acknowledges the fund’s progress toward full disclosure.

Sustainability Governance: Marlin discloses a board skills matrix showing directors’ competence in Sustainability. Oversight of climate-related risks sits with the board and its Audit and Risk Committee, while the Manager’s Responsible Investing Committee provides detailed analysis and updates. The board approves the Climate Statement and holds Fisher Funds accountable for the adequacy of climate-related disclosures and risk management. This demonstrates a functioning governance structure between Marlin and its Manager, underpinned by board-level capability.

Strategy and Impact: Marlin’s 2025 Climate Statement discloses a structured assessment of climate-related risks and opportunities and presents scenario analysis consistent with regulatory expectations. These disclosures remain focused on the portfolio level, reflecting Marlin’s role as an investor rather than an operator. The Manager continues to integrate climate considerations into investment selection, engagement, and risk monitoring, and reports that 71% of the portfolio (by value) is invested in companies with science-based emissions targets.

Risk and Opportunity: Marlin’s risk management framework provides clear disclosure of how climate risks are identified and managed through Fisher Funds’ Climate Risk Assessment Framework. The report outlines both physical and transition risks and discusses their potential impacts on the portfolio. The company also identifies climate-related opportunities, such as exposure to companies well-positioned for the transition to a lower-carbon economy. These disclosures meet NZSA expectations for transparency, with the caveat that risk assessment outcomes are largely qualitative and subject to model uncertainty inherent in portfolio-level analysis.

Metrics and Targets: Marlin reports quantitative metrics for its portfolio, including Scope 1 and 2 financed emissions and carbon intensity. The portfolio’s footprint remains significantly below its benchmark index, reflecting a lower-carbon investment profile. However, Marlin has not disclosed a pathway to include full Scope 3 emissions. Comparative data with FY2024 are provided, showing a modest year-on-year decrease in financed emissions intensity.

Assurance: Marlin’s FY2025 Climate Statement remains unaudited, with PwC’s independent auditor’s report explicitly excluding the climate disclosures from its assurance scope. NZSA therefore notes that the absence of limited assurance leaves the reliability of the reported metrics and climate data dependent solely on the Manager’s internal verification processes.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  No donations are made.

Financial & Performance

Marlin Global’s share price rose from $0.91 to $0.97 (as of 14^th October 2024) over the last 12 month- a 7% increase. This compares favourably with the NZX 50 which rose 5% in the same period. The capitalisation of MLN is $217m placing it 64^th out of 114 companies on the NZX by size and makes it a mid-sized company.

¹ per share figures based off actual shares at balance date (not weighted average)

² share price used is that as at 30th June of $0.91. 

Marlin Global are an actively managed listed investment company (LIC). MLN invest exclusively in global listed investments.  You can view the MLN portfolio as at 30 June 2025 on page 17 of the Annual Report. This transparency is commendable.

As MLN is an LIC, the only metric that is of any value is NTA. NTA fell from $1.03 to $0.95 for the year, an 8% decrease.  Marlin is currently trading at close to its NTA – but as at 30^th June there was a 4% discount.

Revenue is a largely irrelevant measure as this is dominated by the Change in Fair value of Financial Assets and Liabilities.  This measures the underlying change in the value of their listed portfolio. This change is dependent on the movement of market prices in the underlying investments.

Dividends were increased in 2025, up 7% to $0.081 per share. Dividends were fully imputed but sometimes dividends are not, owing to irregular tax payments driven by FX hedging gains and losses. Dividends are treated as excluded income.

The cashflow statement on page 45 also illustrates that dividend payments amount to over $10m per annum. We also note that interest and dividend income derived from investments is well short of this, being $1.2m in 2024 and $1.2m in 2025. This means that the underlying investments are being traded to sustain high dividends.

Notwithstanding the high dividend payments, the fund has not performed well with a 10-year return of 18% in aggregate. Over this 10-year period the share price has risen from $0.83 to $0.98. In comparison the MSCI world index has gone from circa 1,700 to 4,200.

Marlin is very widely held with the top 20 shareholders holding only 19.39% of the company. This is markedly lower than for most listed companies.

Resolutions

Fiona Oliver was appointed to the Board in June 2022. She is an experienced director, with governance roles across a range of business sectors, including infrastructure (renewable energy, natural gas), technology, retirement villages, professional and financial services, and sport. She is a director of Kingfish and Barramundi. Fiona is also a director of Gentrack Group Limited, Clarus Group, Freightways Limited, Summerset Holdings Limited, Wynyard Group Limited (in liquidation) and a board member of the Guardians of the New Zealand Superannuation Fund. Fiona’s Executive roles included Chief Operating Officer of Westpac NZ’s investment arm, BT Funds Management, and General Manager of AMP NZ’s Wealth Management division. In Sydney and London, Fiona managed the Risk and Operations function for AMP’s private capital division. Prior to this, Fiona was a senior corporate and commercial solicitor in New Zealand and overseas, specialising in mergers and acquisitions. Fiona is a Chartered Fellow of the Institute of Directors and a member of Global Women. Fiona was awarded the Beacon Award by the New Zealand Shareholders Association. Fiona’s principal place of residence is Auckland.

We will vote undirected proxies IN FAVOUR of this resolution.

Dan Coman was appointed to the Board 1 October 2025 and is therefore required to offer himself for election. He was the Deputy CFO for Insurance Australia Group (IAG) in Australia, the country’s largest insurer, which also has a significant business in New Zealand. He was accountable for all finance functions, including group financial planning and performance, external statutory, regulatory reporting and investor reporting, financial control and governance, 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 wealth management and funds management sectors, working for leading companies such as Barclays Wealth Management and Schroders Investment Management. Dan has a strong understanding of listed company compliance and regulatory responsibilities. If elected, the board intends that Dan will assume the chair of the Audit and Risk Committee upon the retirement of Carol Campbell on 31 December 2025. Dan’s principal place of residence is Auckland.

We will vote undirected proxies IN FAVOUR of this resolution.

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://www.investorvote.com.au/

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 10.30am Wednesday 5 November 2025.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA