Notice of Annual Meeting and Proxy Form

serko.com
Dear Shareholder
On behalf of the Board of Directors I am pleased to invite you to
the 2018 Annual Meeting of Serko Limited (Serko), which is to be
held at Link Market Services, Level 11, Deloitte Centre, 80 Queen
Street, Auckland, New Zealand, on Wednesday 22 August 2018
commencing at 2.00pm (New Zealand time).
At the Annual Meeting, Darrin Grafton (Chief Executive and Co-
Founder of Serko) and I will present on Serko’s performance during
the year ended 31 March 2018 and on our future plans. You will have
the opportunity to ask any questions you may have about Serko and
its performance.
Formal Business of Meeting
Auditor Remuneration
Shareholders will be asked to authorise the directors to fix the
auditor’s fees and expenses for the financial year ending 31 March
2018.
Re-election of Directors
Robert (Bob) Shaw and I are required under applicable NZX listing
rules to retire by rotation as directors of Serko and will stand for
re-election at the Annual Meeting. Bob and I will each address the
Annual Meeting before shareholders are asked to vote on our re-
election. Details of our respective backgrounds are set out in the
Explanatory Notes to the Notice of Meeting enclosed with this letter.
The Board unanimously supports our re-election.
Approval of (US) Employee Share Incentive Scheme
You will also be asked to approve the (US) Employee Share Incentive
Plan (the Scheme). The Scheme has been established, subject to
shareholder approval, to enable selected Serko employees in the
United States to benefit financially if Serko is successful and its
shares increase in value. The Scheme does not need to be approved
by shareholders under New Zealand law or regulation because of its
small size. However, Serko anticipates granting options to employees
in the United States and, if the Scheme is approved by shareholders
within 12 months of the Board’s adoption of the Scheme, Serko will
have the ability to grant stock options that are tax-qualified (meaning
participants receive tax benefits) under United States law.
The Board recommends that you vote in favour of all resolutions
being put to the Annual Meeting.
Attendance and Participation at the Meeting
If you cannot attend the Annual Meeting, I encourage you to
complete and lodge the Proxy Form so that it reaches our share
registrar, Link Market Services Limited, 48 hours in advance of the
start of the Annual Meeting. Alternatively, you can appoint your
proxy online by following the instructions on the Proxy Form. Serko
will be webcasting its Annual Meeting for shareholders who cannot
attend (refer details in the attached Notice of Meeting).
For those shareholders who are attending the Annual Meeting in
person, please bring the Proxy Form with you to assist with your
registration. If you would like to vote using your mobile phone during
the Annual Meeting, please download the LinkVote App from the
Apple App Store or Google Play Store in advance of the meeting.
You are invited to join the Board and senior management for
refreshments at the conclusion of the Annual Meeting. Following the
Annual Meeting we will also showcase some of the new innovations
that we’ve been working on recently.
I look forward to seeing you then. Thank you for your ongoing
support.
Yours sincerely
Simon Botherway
Chairman
Notice of Annual Meeting of
Shareholders 2018

serko.com
Notice of Annual Meeting
of Shareholders 2018
Notice is hereby given that the Annual Meeting of shareholders of
Serko Limited (Serko) will be held at Link Market Services, Level
11, Deloitte Centre, 80 Queen Street, Auckland, on Wednesday 22
August 2018 commencing at 2.00pm (New Zealand time).
Items of business
A. Chairman’s Address
B. Chief Executive Officer’s Address
C. Formal Business and Resolutions
D. Shareholder Discussion
Shareholders will be asked to consider, and if thought fit, pass the
following ordinary resolutions:
5. That the directors are authorised to fix the fees and expenses
of the auditor of Serko Limited.
6. That Mr Simon Botherway be re-elected as a director of
Serko Limited.
7. That Mr Robert (Bob) Shaw be re-elected as a director of
Serko Limited.
8. That the (US) Employee Share Incentive Plan be and is hereby
approved.
By Order of the Serko Limited Board
Simon Botherway
Chairman
13 July 2018

serko.com
Explanatory Notes
Resolution 1: Fixing the Fees and Expenses of the
Auditor
Deloitte are currently Serko’s auditors and will be automatically
reappointed under the Companies Act 1993 to act as auditor for
the 2018 financial year. Under the Companies Act, auditor fees and
expenses must be fixed in the manner determined at the Annual
Meeting. Shareholder approval is, therefore, sought to authorise the
Board to fix the fees and expenses of Deloitte as auditor.
Resolution 2: Re-election of Simon Botherway as a
Director
Simon Botherway was appointed as a director by the shareholders
of Serko on 30 April 2014 (and was last re elected by shareholders
on 23 August 2016). In accordance with the applicable NZX listing
rules, Simon retires by rotation and offers himself for re-election as
a director of Serko at the meeting. The Board unanimously supports
Simon’s re-election and considers that he qualifies as an independent
director under the applicable NZX listing rules.
Simon Botherway
Independent Non-Executive Chairman
Simon is based in New Zealand. He holds a BCom as well as the
US-based Chartered Financial Analyst (CFA) designation. Simon
has extensive experience in corporate governance, banking and
investment management. In 2002, Simon co-founded Brook Asset
Management and was Chairman from 2004 to 2008. He is also a past
President of the CFA Society of New Zealand and was a member of
the CFA Asia Pacific Advocacy Committee. Simon was appointed as
a member of the Securities Commission in 2009 and was appointed
by the New Zealand Government to chair the Financial Markets
Authority Establishment Board in 2010. Simon is currently also
a director of the Callaghan Innovation Board and Fidelity Life
Assurance.
Resolution 3: Re-election of Robert (Bob) Shaw as a
Director
Robert (Bob) Shaw is one of the co founders of Serko and is Serko’s
Chief Strategy Officer. He was appointed an executive director at the
time of incorporation of Serko Limited on 5 April 2007 (and was last
re elected by shareholders on 23 August 2016). In accordance with
the applicable NZX listing rules, Bob retires by rotation and offers
himself for re-election as a director of Serko at the meeting. The
Board unanimously supports Bob’s re-election.
Robert (Bob) Shaw
Co Founder, Chief Strategy Officer & Executive Director
Non Independent
Robert (Bob) has more than 25 years’ experience creating and
commercialising technology for the travel industry. Bob has held a
number of directorships and senior management positions in various
companies including Gullivers Travel Group (listed on the Australian
and New Zealand Stock Exchanges between 2004 and 2006) and
Interactive Technologies. Bob’s strengths lie in his ability to translate
opportunities into successful commercial ventures and build the
relationships necessary to see them through to fruition.
In 2008, Bob was a finalist for EY Entrepreneur of the Year Award.
He is a member of the Institute of IT Professionals NZ, the Institute of
Directors NZ and NZCDP.
Resolution 4: Approval of (US) Employee Share
Incentive Scheme
Serko has established, subject to shareholder approval, the (US)
Employee Share Incentive Plan (the Scheme). The Scheme will
enable selected employees, directors and consultants of Serko in the
United States to be issued options (or other applicable securities)
and, accordingly, benefit financially if Serko is successful and its
shares become worth more than the option exercise price. This will
help to attract and retain the best available personnel and promote
the success of Serko’s business as well as providing an additional
incentive to Serko’s selected employees, directors and consultants.
The NZX Listing Rules provide that Serko can issue shares (and
options) to employees without shareholder approval if the total
number of shares (and options) issued to employees during the 12
months preceding the date of the issue does not exceed 3% of the
aggregate of the total number of ordinary shares on issue at the
commencement of that period. Serko does not intend to exceed
that threshold, under all of its employee share schemes and so no
shareholder approval is required for the Scheme under the NZX
Listing Rules.
However, the Scheme is conditional on shareholder approval (a term
of the Scheme) and the grant of certain types of securities under the
Scheme requires shareholder approval under United States tax law
(refer below for details). As such, no options (or other securities)
granted under the Scheme will be valid unless shareholder approval is
obtained. Shareholder approval is provided through the passing of an
ordinary resolution.

serko.com
By way of further detail, if the Scheme is approved by shareholders
within 12 months of the Board’s adoption of the Scheme, it will
permit Serko to grant options to employees in the United States that
are tax-qualified under Section 421 of the United States Internal
Revenue Code of 1986, as amended. This means that options may
be eligible for favourable tax treatment at both grant and exercise,
subject to certain legislative restrictions.
The options will be granted by Serko issuing a share option certificate
to the employee that will include, amongst other things, the date
of the grant, the number of options granted, the exercise price at
which the shares may be purchased and the vesting schedule which
provides the schedule of when the option shall be exercisable.
The Scheme has a term of 10 years unless terminated earlier. United
States tax law providing for the grant of tax-qualified options requires
that a cap on the number of tax-qualified options that may be granted
be stated. Accordingly, Serko has set a maximum aggregate of
2,000,000 options that may be granted under the Scheme over its
term, subject to the adjustment provisions of the Scheme.
If shareholder approval is not obtained, employees based in the
United States will be awarded incentives earned in cash, rather than
via the issue of equity securities.
Important Information
Attending the Meeting
If you wish to vote in person you should attend the Annual Meeting
where you will be issued with a voting card. Please bring your proxy
form with you to the meeting to assist with your registration.
Voting by Mobile Phone (optional)
Shareholders that are attending the Annual Meeting in person will
be able to vote using their compatible smartphone during the Annual
Meeting. Shareholders who choose to do so will need to download
the free LinkVote App from the Apple App Store or Google Play Store
in advance of the meeting. On arrival at the meeting please obtain
your PIN from the registration desk. You will require your Holder
Number and allocated PIN to enable the voting functionality.
Voting
Only shareholders whose names are registered on the Serko Limited
share register at 5.00 pm on Monday 20 August 2018 (New Zealand

serko.com
time) are entitled to vote, and only shares registered in the names of
those shareholders at that time may be voted at the Annual Meeting.
If you appoint a proxy you must either direct the proxy how to vote
by ticking the “For”, “Against” or “Abstain” box in respect of each
resolution OR by ticking the ‘Proxy Discretion’ box in respect of
each resolution. If you do not tick a box your proxy may vote as they
choose.
Proxies and Corporate Representatives
If you cannot attend the Annual Meeting, you are encouraged to
appoint a proxy to attend and vote on your behalf.
Appointing a proxy
Shareholders entitled to attend and vote at the Annual Meeting
may appoint a proxy to attend and vote on their behalf. A proxy
need not be a Serko shareholder. The Chairman of the meeting or
any other Director is willing to act as proxy for any shareholder
who appoints him or her for that purpose. The Chairman of the
meeting and any other director appointed as your proxy intend to
vote all discretionary proxies in favour of the relevant resolution.
Shareholders can appoint a proxy by completing the enclosed proxy
form and returning it to Link Market Services Limited by email, mail,
delivery or fax. If you do not name a person as your proxy or your
named proxy does not attend the meeting, the Chairman will be
appointed your proxy and may only vote in accordance with your
express direction.
Online proxy voting
Alternatively, shareholders can elect to lodge their proxy
appointment online by visiting https://vote.linkmarketservices.com/
SKO. Holders will be required to enter their Holder Number and FIN
(New Zealand register) or postcode (Australian Register) to complete
the online validation process to securely appoint a proxy online.
All proxy appointments (including those made online) must be
received by Link Market Services Limited no later than 2.00pm (New
Zealand Time) on Monday 20 August 2018.
Please refer to the instructions on the Proxy Form as to the ways
in which the Proxy Form can be returned to Link Market Services,
including instructions on how to appoint your proxy and, if desired, to
provide voting instructions to your proxy.
Ordinary Resolution
The business for the meeting is to pass the ordinary resolutions set
out in the preceding pages. An ordinary resolution is a resolution
passed by a simple majority of the votes of those shareholders
entitled to vote and voting on the resolutions.
Webcast
The Annual Meeting will be webcast live. To view and listen
to the webcast, please visit http://www.ustream.tv/channel/
jGdxWLD2DGS.
Note that shareholders joining by webcast will not be able to vote
at the meeting or ask questions. In order to vote you will need to
appoint a proxy before 2.00pm (New Zealand Time) on Monday 20
August 2018. If you have any questions you would like considered at
the meeting, please send them to company.secretary@serko.com in
advance of the meeting.
More Information
If you have any questions, or for more information, please contact
Serko’s Company Secretary at company.secretary@serko.com
Serko Limited
Saatchi Building Unit 14D
125 The Strand, Parnell
Auckland
New Zealand
Incorporated in New Zealand
ARBN 611 613 980
PO Box 47-638, Ponsonby
+64 9 309 4754
company.secretary@serko.com

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LODGE YOUR PROXY
Online:
https://vote.linkmarketservices.com/SKO

Scan & email:
meetings@linkmarketservices.co.nz Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to:
Link Market Services Link Market Services Limited
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online








General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR SERKO LIMITED 2018 ANNUAL MEETING
The Annual Meeting of Shareholders of Serko Limited will be held at Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland, New
Zealand, on Wednesday, 22 August 2018 commencing at 2.00pm (New Zealand time).

Admission Card
Please bring this form intact to the meeting as the barcode is required for registration purposes. Please download the LinkVote App prior to the meeting
to vote using your Smartphone during the meeting.

If you do not plan to attend the meeting in person but wish to appoint a proxy please complete the reverse of this form and return the form intact to Link
Market Services by no later than 2.00pm (New Zealand time) Monday, 20 August 2018 (being 48 hours before the commencement of the Annual
Meeting). Proxy appointment can also be completed online at https://vote.linkmarketservices.com/SKO.

Appointment of proxy
A shareholder of the Company who is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her. A
proxy need not be a shareholder of the Company. Any corporation that is a shareholder of the Company may appoint a person as its representative to
attend the meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy. If you do not name a person as your proxy or your
named proxy does not attend the meeting, the Chairman will be appointed your proxy and may only vote in accordance with your express direction.

Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR by
ticking the ‘Proxy Discretion’ box in respect of each resolution. If you do not tick a box your proxy may vote as they choose. If you mark more than one box
on an item your vote will be invalid on that item.

If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your behalf. If you
tick the ‘Abstain’ box for a particular resolution, you are directing your proxy not to vote on that resolution. If a proxy does not vote on your behalf on a
resolution, your votes will not be counted when calculating the majority of that resolution.

The Chairman of the meeting or any Director is willing to act as proxy for any shareholder who appoints him/her for that purpose. If you tick the ‘Proxy
Discretion’ box, you acknowledge that they may exercise your proxy even if they have an interest in the outcome of that resolution (subject to the NZX
listing rules). The Chairman and Directors intend to vote all discretionary proxies in favour of resolutions 1 to 4, even if they have an interest in any of the
resolutions.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign this Proxy Form.

Joint Holding
If you are joint holders of shares, each of you must sign this Proxy Form.

Power of Attorney
If this proxy form has been signed under a power of attorney, a copy of the power of attorney (unless already deposited with Link Market Services Limited)
and a signed certificate of non-revocation of the power of attorney must be returned to Link Market Services Limited.

Corporate Shareholder
If the shareholder is a company, this proxy form must be signed on behalf of the company by a duly authorised person acting under the company’s express
or implied authority.

«Reg_Line_1»
«Reg_Line_2»
«Reg_Line_3»
«Reg_Line_4»
«Reg_Line_5»
«Reg_Line_6»
CSN/Holder Number: «Holding_No»
*«Barcode»*

PROXY FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We named above, being a shareholder of Serko Limited:


hereby appoint*:_______________________________________________________of___________________________________________________
(Full Name) (Full Address)

or: _______________________________________________________of___________________________________________________
(Full Name) (Full Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders of the Company to be held at Link Market Services,
Level 11, Deloitte Centre, 80 Queen Street, Auckland, New Zealand on Wednesday, 22 August 2018 at 2.00pm (New Zealand time), and at any
adjournment of that meeting, and to vote as my/our proxy thinks fit (to the extent permitted by law and the NZX listing rules) on any resolutions
to amend any of the resolutions, or any resolution so amended and on any other resolution proposed at the Annual Meeting (or any adjournment
thereof) so as to give effect to my/our intention as set out below where possible.
*If you do not name a person as your proxy or your named proxy does not attend the meeting, the Chairman will be appointed your proxy and
may only vote in accordance with your express direction.
STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority for that item.
Resolutions
To consider and, if thought fit pass, the following ordinary resolutions:

Please indicate with a ✓

For Against Abstain Proxy
Discretion
1. That the directors are authorised to fix the fees and expenses of the auditor of Serko
Limited.
   
2. That Mr Simon Botherway be re-elected as a director of Serko Limited.

   
3. That Mr Robert (Bob) Shaw be re-elected as a director of Serko Limited.

   
4. That the (US) Employee Share Incentive Plan be and is hereby approved.

   

STEP 3: SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name __________________________________________________Contact Daytime Telephone ________________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.

CSN/Holder Number: «Holding_No»
*«Barcode»*