2019 Notice of Annual Shareholders Meeting

serko.com
Dear Shareholder
Notice is hereby given that the Annual Meeting of shareholders of
Serko Limited (Serko or the Company) will be held at Link Market
Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland, on
Wednesday 21 August 2019 commencing at 2.00pm (New Zealand
time).
Items of business
A. Chairman’s Address and Chief Executive Officer’s Address
Our Chair, Simon Botherway, and our Co-Founder and Chief
Executive Officer, Darrin Grafton, will provide an overview of
the Company’s performance for the year ended 31 March 2019
and trading performance and strategy for the current financial
year. There will also be an opportunity for shareholders to ask
questions after the addresses.
B. Resolutions
Shareholders will be asked to consider, and if thought fit, pass the
following special resolution:
1. That the existing constitution of Serko Limited be revoked and
the constitution tabled at the Annual Meeting and signed by
the Chairman for the purposes of identification be adopted
with effect from the close of that meeting.
Resolution 1 is a special resolution and must be approved by a
majority of 75% of the votes of those shareholders entitled to
vote and voting on the resolution.
Shareholders will be asked to consider, and if thought fit, pass the
following ordinary resolutions:
2.
That Mr Clyde McConaghy be re-elected as a non executive
director of Serko Limited.
3.

That Mr Darrin Gr
afton be re-elected as an executive director
of Serko Limited.
4.
That the maximum aggregate amount of remuneration
payable by Serko Limited to its non-executive directors (in
their capacity as directors) be increased by NZD$100,000
per annum (plus GST, where applicable) from a total pool
of NZD$350,000 per annum to NZD$450,000 per annum
(plus GST, where applicable), to be paid and allocated to the
non-executive directors as the Board considers appropriate
and that any remuneration payable to non-executive directors
may, at the Board’s discretion, be paid either in part or in
whole by way of an issue of Equity Securities (as that term is
defined in the NZX Listing Rules) in the Company.
5.
That the directors are authorised to fix the fees and expenses
of the auditor of Serko Limited.
Resolutions 2, 3, 4 and 5 are ordinary resolutions and must
be approved by a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.
See explanatory notes on each of these resolutions below.
The Board recommends unanimously that you vote in favour of all
resolutions.
C.
General Business
To consider any other matter that may be brought properly before
the Annual Meeting.
By Order of the Serko Limited Board
Simon Botherway
Chairman
24 July 2019
Notice of Annual Meeting of
Shareholders 2019

serko.com
Explanatory Notes
Resolution 1: Amendment of Constitution
On 1 January 2019, the former NZX Limited Main Board/Debt
Market Listing Rules (dated 1 October 2017) (the Old Listing Rules)
were replaced by new NZX Listing Rules (dated 1 January 2019)
(the New Listing Rules). Serko proposes, with the approval of its
shareholders, to update its constitution to reflect the New Listing
Rules (the New Constitution). Serko is also taking this opportunity
to propose other amendments to its existing constitution (the
Existing Constitution), which, in broad terms, reflect both certain
amendments to legislation and/or market practice that have occurred
since the Existing Constitution was adopted, and Serko’s ASX Foreign
Exempt Listing status.
A copy of the constitution, marked to show each change to the
Existing Constitution proposed by the New Constitution, is available
for viewing at Serko’s website: www.serko.com/investor-centre. The
New Constitution does not impose or remove a restriction on the
activities of Serko, and accordingly, no shareholder buy-out rights
arise under section 110 of the Companies Act 1993. Flacks & Wong,
Serko’s external legal adviser, has provided an opinion to NZX that it
considers that the New Constitution complies with the New Listing
Rules.
A summary of the material changes proposed to be made to the
Existing Constitution is set out in the table appended to this Notice.
Resolution 2: Re-election of Clyde McConaghy as a
Director
Clyde McConaghy was appointed as a director by the shareholders of
Serko on 30 April 2014 and was last re-elected on 23 August 2017.
In accordance with the applicable NZX Listing Rules, Clyde retires
by rotation and offers himself for re-election as a director of Serko
Limited at the meeting. The Board unanimously supports Clyde’s
re-election and considers that he qualifies as an independent director
under the applicable NZX Listing Rules.
Clyde McConaghy
Independent Non-Executive Director
Clyde is based in Australia. He holds a BBus, and a MBA from
Cranfield University United Kingdom (UK). Clyde is a Fellow of
the Australian Institute of Company Directors and a Fellow of the
Institute of Directors UK. He is the founder of Optima Boards,
providing independent director and advisory services to public,
private, family office and charitable entities around the world. Clyde
has worked in publishing, media, online and technology sectors, living
in the UK, Germany, China and Australia. He is a Director of ASX-
listed technology company, Infomedia Limited and Chairman of the
Board of Chapman Eastway Pty Limited.
Resolution 3: Re-election of Darrin Grafton as a
Director
Darrin Grafton is the Co-Founder of Serko and was appointed an
executive director at the time of incorporation and the founding of
Serko Limited on 5 April 2007. In accordance with the applicable
NZX Listing Rules, Darrin retires by rotation and offers himself
for re-election as a director of Serko at the meeting. The Board
unanimously supports Darrin’s re-election and considers Darrin to be
a non-independent director as he is an executive officer and majority
shareholder of Serko.
Darrin Grafton
Executive Director, Chief Executive Officer & Co-Founder
Darrin has more than 25 years’ experience in travel technology and
is highly experienced in technology commercialisation. Darrin co-
founded Serko in 2007 with Bob Shaw. Before founding Serko, Darrin
held senior management positions with Gullivers Travel Group (listed
on the Australian and New Zealand Stock Exchanges 2004-2006) and
Interactive Technologies.
Resolution 4: Directors’ Fees
The Board is seeking, with shareholder’s support, to increase the
aggregate amount available to pay non-executive directors by
NZD$100,000 (plus GST, where applicable) to enable the Board to
recruit an additional director in the future as part of Serko’s Board
succession plans, as the Company continues to scale internationally,
particularly in North America.
The total quantum currently available to pay non-executive director
fees is NZD$350,000 per annum which, at the Board’s discretion,
may be paid either in part or in whole by way of an issue of Equity
Securities in the Company. This amount and method of remuneration
was approved by shareholders prior to Serko’s initial public offering
in 2014 and has not been increased since this time.
Executive directors, Darrin Grafton and Bob Shaw, do not receive
director fees but are remunerated as employees.
The Board periodically reviews director fees to ensure Serko’s non-
executive directors are fairly remunerated, taking into account the
level of skill and experience required to fulfil the role of a director
of Serko and the significant workload associated with Serko’s
growth and international ambitions. Serko needs to both attract
and retain talented and experienced non-executive directors in
an internationally competitive market. The latest fee review was
conducted in October 2018. The process involved benchmarking
Serko’s director fees against a group of Australian and New Zealand
peer companies. This review resulted in an increase to enable Serko
to bring its non-executive director remuneration more closely into

serko.com
line with current market rates, particularly in Australia, where 90%
of Serko’s revenue is derived and Serko is listed as an ASX Foreign
Exempt Listed Issuer. There is no current intention to further
increase non-executive director fees, however, the Board is seeking
to increase the overall cap in order to provide it with the flexibility to
accommodate an additional non-executive director if required.
The fees currently paid to Serko’s non-executive directors are set out
below:
PositionFees per annum
(AUD)
Chair$120,000
Non-executive directors$75,000
Audit & Risk Committee Chair $15,000
Remuneration & Nominations
Committee Chair
$15,000
No fees are payable to members of Committees who are not the Chair
Serko will disregard any votes on resolution 4 by:
1. any non-executive director of Serko; and
2. any associated person of any non-executive director of Serko,
except where any such vote is cast by the director or one of their
associates as proxy for a person who is qualified to vote and only in
accordance with that person’s express instructions.
Resolution 5: 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 2019 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.
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
Voting entitlements for the Annual Meeting will be determined
as at 5.00 p.m. (New Zealand time) on Monday 19 August 2019.
Registered shareholders at that time will be the only persons entitled
to vote at the Annual Meeting and only the shares registered in
those shareholders’ names at that time may be voted at the Annual
Meeting. The Chairman will require voting at the Annual Meeting to
be conducted by poll, as required by the latest NZX Listing Rules.
Proxies
Any shareholder who is entitled to attend and vote at the Annual
Meeting may appoint a proxy, who need not be a shareholder, to
attend and vote instead of him or her by completing and returning
the enclosed proxy form. If you appoint a proxy you may either direct
your proxy how to vote for you or you may give your proxy discretion
to vote as he/she sees fit.
If you do not name a person as your proxy, but otherwise complete
the proxy form in full, or your named proxy does not attend the
meeting, the Chairman: (a) will be appointed your proxy and may
only vote in accordance with your express direction; and (b) will not
vote on resolution 4 if granted a discretion on how to vote on 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 any restrictions contained in the
NZX Listing Rules). The Chairman and directors intend to vote all
discretionary proxies in favour of resolutions 1, 2, 3 and 5 (refer
below in respect of resolution 4), even if they have an interest in any
of the resolutions.

serko.com
Voting Restrictions
Serko will disregard any votes on resolution 4 by any non-executive
director of Serko and any associated person of any non-executive
director of Serko, except where any such vote is cast by the director
or one of their associates as proxy for a person who is entitled to
vote and the director or that associate votes in accordance with
express instructions to vote for or against a particular resolution
on the Proxy/Voting form. No voting restrictions apply to the other
resolutions being considered at the meeting.
Shareholders can elect to vote their proxies on-line by visiting
vote.linkmarketservices.com/SKO or by scanning the QR code on the
Proxy Form with your smartphone.
NZX Register holders:
You will need to enter your CSN/Holder Number and Authorisation
Code (FIN) to securely complete your proxy appointment.
ASX Register holders:
You will need to enter your Holder Number and postcode to securely
complete your proxy appointment.
If you wish to mail the proxy form then please send it to our share
registry, Link Market Services Limited, using the freepost envelope
incorporated into the form. Alternatively, you can scan and email
the completed proxy form to
meetings@linkmarketservices.co.nz
(please put the words Serko Proxy Form in the subject line for easy
identification).
The completed proxy form must be received by the share registry
no later than 2.00 p.m. (New Zealand time) on Monday 19 August
2019. Any proxy form received after that time will not be valid for the
scheduled meeting.
Webcast
The Annual Meeting will be webcast live. To view and listen to the
webcast, please visit https://vimeo.com/348948801/ee7861848c
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 19
August 2019. 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

serko.com
Appendix – Summary of Proposed Changes to the
Constitution
ClauseSubject matterProposed change
1.1
Definition of “Financial
Product”
This term “Security” has been replaced by “Financial Product” in the Existing Constitution to align
with a corresponding change in terminology in the New Listing Rules.
2.6ASX Listing Rules
To reflect Serko’s ASX Foreign Exempt Listing status, the Existing Constitution has been amended to
include obligations on Serko to comply with the ASX Listing Rules for so long as it is listed on the ASX.
2.7
Effect of failure to
comply
This clause originates from (and tracks language in) the Old Listing Rules. Most of the proposed
changes to this clause reflect corresponding changes that have been made to the relevant rule in the
New Listing Rules. References to the ASX Listing Rules have also been included to reflect Serko’s ASX
Foreign Exempt Listing status.
9.7
Sale of less than
Minimum Holding
The changes allow for share parcels of less than a minimum holding to be sold on market (including
through a broker on behalf of Serko), rather than through NZX/ASX or in some other manner
approved by NZX/ASX.
11.1
Method of holding
meetings of shareholders
The changes reflect the requirements for shareholder meetings set out in Schedule 1 to the
Companies Act 1993, which expressly cater for physical and/or electronic shareholder meetings.
12.3(a)
Contents of notice of
meetings of shareholders
This clause has been amended to provide that any notice of meeting must comply with the
requirements for such notices under the New Listing Rules. There is no change to a shareholder’s
right to receive a notice of meeting.
12.3(b)
Contents of notice of
meetings of shareholders
This clause originates from (and tracks language in) the Old Listing Rules. The proposed changes to
this clause reflect corresponding changes that have been made to the relevant rule in the New Listing
Rules.
15
Voting at meetings of
shareholders
The New Listing Rules provide that voting at meetings of shareholders must be conducted by way of
poll. A provision has accordingly been added to the New Constitution that requires the chairperson
to demand a poll on each resolution at a meeting of shareholders. Also, references to voting by other
means (i.e., by voice or show of hands) have been removed from clause 15.
15.2Scrutineers
This clause has been amended to remove the requirement for the auditor to act as scrutineer of votes
taken by poll, which reflects current market practice. As amended, the chairperson has the discretion
to appoint a scrutineer on a case-by-case basis.
15.3Declaration of result
With the removal of the requirement for the auditor to act as scrutineer of votes taken by poll,
consequential changes are proposed to this clause. Also, the chairperson is to determine any dispute
as to the admission or rejection of a vote.
16.2Form of proxy
The changes reflect the form of proxy provisions in the New Listing Rules, including that the proxy
form must clearly state who is subject to voting restrictions on each resolution to be voted on by the
shareholders.
20.1Number of Directors
Consistent with the New Listing Rules, this clause has been amended to provide that at least two
Directors must be Independent Directors.
20.3
Appointment of Directors
at meeting of Equity
Security holders
The New Listing Rules set out specific rules for the nomination and appointment of Directors by
Equity Security holders. The New Constitution requires the nomination and appointment of Directors
to comply with those rules.
20.5Director rotation
This clause has been amended to reflect the new requirements for Director rotation as set out in the
New Listing Rules. The New Listing Rules provide that a Director must not hold office (without re-
election), past the third annual meeting after the Director’s appointment or three years, whichever is
longer. The Old Listing Rules required one third of Directors (or the number nearest to one third) to
retire from office.
20.5 and
22.1
Managing Director
The New Listing Rules no longer permit executive Directors to be exempt from the requirements for
Director rotation. Changes have been proposed to clauses 20.5 and 22.1 to reflect the removal of
that exemption from the New Listing Rules.
20.7
Appointment of
Directors to be voted on
individually
Consistent with the New Listing Rules, the changes to this clause provide that any appointment or
election of a Director must be voted on individually, without exception.
26Interested Directors
This new clause sets out the general prohibition on voting where a Director is interested in a matter
to be considered by the Board, and also provides for limited exceptions to that general prohibition.
This voting prohibition is set out in the New Listing Rules and is required to be incorporated by
reference in Serko’s constitution.

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Mail:
Use the enclosed reply paid
e
nvelope or address to:
Link Market Services Limited
PO Box 91976
LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/SKO
Scan & email:
meetings@linkmarketservices.co.nz
Fax: +64 9 375 5990
Deliver:
Link Market Services
Level 11, Deloitte Centre,
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 2019 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, 21 August 2019 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, 19 August 2019 (being 48 hours before the commencement of the Annual
Meeting). Proxy appointment can also be completed online at 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, but
otherwise complete the proxy form in full, or your named proxy does not attend the meeting, the Chairman: (a) will be appointed your proxy and may only
vote in accordance with your express direction; and (b) will not vote on resolution 4 if granted a discretion on how to vote on that resolution.
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 any
restrictions contained in the NZX Listing Rules). The Chairman and Directors intend to vote all discretionary proxies in favour of resolutions 1, 2, 3 and 5
(refer below regarding resolution 4), even if they have an interest in any of the resolutions.
Voting Restrictions
Serko will disregard any votes on resolution 4 by any non-executive director of Serko; and any associated person of any non-executive director of Serko,
except where any such vote is cast by the director or one of their associates as proxy for a person who is qualified to vote and in accordance with that
person’s express instructions. No voting restrictions apply to the other resolutions being considered at the meeting.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign this Proxy Form.
Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
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.
AB SAMPLE
SAMPLE STREET
SAMPLE TOWN
CITY
Holder Number: ****12345
SAMPLE

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,
L
evel 11, Deloitte Centre, 80 Queen Street, Auckland, New Zealand on Wednesday, 21 August 2019 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, but otherwise complete the proxy form in full, or your named proxy does not attend the meeting, the
Chairman: (a) will be appointed your proxy and may only vote in accordance with your express direction; and (b) will not vote on resolution 4 if
granted a discretion on how to vote on that resolution.
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
b
ehalf on 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 resolutions:
Please indicate with a



SPECIAL RESOLUTION
For Against Abstain Proxy
Discretion
1.That the existing constitution of Serko Limited be revoked and the constitution tabled
at the annual meeting of shareholders and signed by the Chairman for the purposes of
identification be adopted with effect from the close of that meeting.

ORDINARY RESOLUTIONS
2.That Mr Clyde McConaghy be re-elected as a non-executive director of Serko Limited.

3.That Mr Darrin Grafton be re-elected as an executive director of Serko Limited.

4.That the maximum aggregate amount of remuneration payable by Serko Limited to its
non-executive directors (in their capacity as directors) be increased by NZD$100,000
per annum (plus GST, where applicable) from a total pool of NZD$350,000 per annum
to NZD$450,000 per annum (plus GST, where applicable), to be paid and allocated to
the non-executive directors as the Board considers appropriate and that any
remuneration payable to non-executive directors may, at the Board’s discretion, be paid
either in part or in whole by way of an issue of Equity Securities (as that term is defined
in the NZX Listing Rules) in the Company.

5.That the directors are authorised to fix the fees and expenses of the auditor of Serko
Limited.

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: I
f 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.
SAMPLE

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Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545, company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980






Market Release

24 July 2019

2019 Notice of Annual Shareholders Meeting

Serko Limited (NZX: SKO, ASX: SKO) (Serko) has today provided a copy of its Notice of Annual
Shareholders' Meeting.

The Annual Meeting will be held at Link Market Services, Level 11 Deloitte Centre, 80 Queen Street,
Auckland, New Zealand on Wednesday 21 August 2019 commencing at 2:00 pm (NZT).

Shareholders will be sent the attached Notice of Meeting and Proxy Form today by mail or email. An
electronic copy of these documents will also be available on the company’s website
www.serko.com/investor-centre/.


ENDS

For investor relations queries please contact:
Susan Putt
Chief Financial Officer
Serko +64 9 309 4754 or +64 21 388 009
investor.relations@serko.com

About Serko
Serko is a market leading travel and expense technology solution in Australasia, used by over 6,000 corporate
entities and Travel Management Companies who combined book more than AUD $6 billion of travel a year through
Serko’s platforms. Zeno is Serko’s next generation travel management application, using intelligent technology,
predictive workflows, and a global travel marketplace to transform business travel across the entire journey. Listed
on the New Zealand Stock Exchange Main Board (NZX:SKO) and Australian Securities Exchange (ASX:SKO). Serko
employs more than 170 people worldwide, with its headquarters in New Zealand, and offices across Australia,
China, India, and the U.S. Visit www.serko.com for more information.