Notice of Annual Shareholders Meeting

Dear Shareholder
Due to the current COVID-19 situation, Serko Limited (“Serko”) has decided to take the prudent step to hold its Annual Meeting of
Shareholders online only. We invite you to join us for the virtual Annual Meeting.
Notice of Annual Meeting of Shareholders 2020
Where: www.virtualmeeting.co.nz/sko20
When: Wednesday 19 August 2020 at 2.00pm (New Zealand time)
Shareholders attending the meeting will be able to vote and ask questions at the meeting. Shareholders can also pre-submit
questions either online at vote.linkmarketservices.com/SKO or using the Proxy Form. Questions will need to be submitted by 2.00pm
(New Zealand time) on Monday 17 August 2020.
If you cannot attend the virtual Annual Meeting, I encourage you to complete and lodge the proxy form in accordance with the
instructions on that form so that it reaches Link Market Services by 2.00pm (New Zealand time) on Monday, 17 August 2020.
Items of business
A. Chairman’s Address and Chief Executive Officer’s Address
Interim Chair, Claudia Batten, and Co-Founder and CEO, Darrin Grafton, will provide an overview of the Company ’s performance
for the year ended 31 March 2020 and the trading performance and strategy for the current financial year. There will be an
opportunity for shareholders to ask questions after the addresses.
B. Ordinary Resolutions
Shareholders will be asked to consider, and if thought fit, pass the following ordinary resolutions:
1. That the directors are authorised to fix the fees and expenses of Deloitte as auditor for the 2021 financial year.
2. That Ms Claudia Batten be re-elected as a director of Serko Limited.
See explanatory notes on each of these resolutions below.
The Board recommends unanimously that you vote in favour of all resolutions
C. General Business and Shareholder Discussion
To consider any other matter that may be brought properly before the Annual Meeting.
By Order of the Serko Board
Claudia Batten – Interim Chair
22 July 2020

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 2021 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 Claudia Batten as
a Director
Claudia Batten was first appointed as a director of Serko
in April 2014 and was last re-elected in August 2017. She is
currently Interim Chair of the Serko Board and chairs the
Remuneration and Nominations Committee.
In accordance with the applicable NZX Listing Rules, Claudia
retires by rotation and offers herself for re-election as a
director of Serko at the meeting. The Board unanimously
supports Claudia’s re-election and considers that she
qualifies as an independent director under the applicable
NZX Listing Rules.
Claudia Batten
Independent Non-Executive Director
Claudia is based in the United States. She holds an LLB
(Hons) and BCA from Victoria University (Wellington). Claudia
has been a founding member of two highly successful
entrepreneurial ventures. The first venture was Massive
Incorporated, a network for advertising in video games, she
helped pioneer ‘digital’ as a media buy. Massive was sold to
Microsoft in 2006. In 2009 she co-founded Victors & Spoils
(‘V&S’), the first advertising agency built on the principles
of crowdsourcing. V&S was majority acquired by French
holding company Havas Worldwide in 2011. Claudia is a strong
supporter of the New Zealand start-up scene as an active
mentor and adviser. She is also the digital adviser to the Board
of Westpac New Zealand.

Important Information
Virtual Annual Meeting
Shareholders will only be able to attend and participate in
this year’s Annual Meeting virtually via an online platform
provided by our share registrar, Link Market Services at www.
virtualmeeting.co.nz/sko20.
Shareholders attending and participating in the virtual
Annual Meeting will be able to vote and ask questions during
the meeting.
More information regarding virtual attendance at the
Annual Meeting (including how to vote and ask questions
virtually during the meeting) is available in the ‘Virtual
Annual Meeting Online Portal Guide’ available at https://bcast.
linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
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/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 wish to give your proxy discretion then you
must mark the appropriate boxes on the form to grant your
proxy that discretion. If you do not tick any box for a particular
resolution, your proxy may vote as they choose.
Shareholders can elect to vote their proxies online by visiting
vote.linkmarketservices.com/SKO or by scanning the QR code
on the Proxy Form with your smartphone.
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 will be appointed your proxy
and may only vote in accordance with your express direction.
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 and 2 even if they have an interest in
any of the resolutions.
The completed proxy form must be received by the share
registry no later than 2.00pm on Monday 17 August 2020.
Shareholders can complete their proxy online at vote.
linkmarketservices.com/SKO.
NZX Register holders:
You will need to enter your CSN/Holder Number and
Authorisation Code (FIN) to securely complete your proxy
appointment online.
ASX Register holders:
You will need to enter your Holder Number and postcode to
securely complete your proxy appointment online.
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).
Ordinary Resolution
An ordinary resolution is one passed by a simple majority of
votes from shareholders entitled to vote and voting on the
resolution.
Voting
Voting entitlements for the Annual Meeting will be determined
as at 5.00pm on Monday 17 August 2020. 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 Chair will require voting at the Annual Meeting to be
conducted by poll, as required by the NZX Listing Rules.
No shareholder is restricted from voting on the resolutions
being considered at the meeting, under the NZX Listing Rules
More information and Asking Questions
If you have any questions, or for more information, please
contact Serko’s Company Secretary at company.secretary@
serko.com.
Shareholders can also pre-submit questions by sending them
to either online at vote.linkmarketservices.com/SKO or using
the Proxy Form, prior to the meeting. Questions will need to be
submitted by 2.00pm on Monday 17 August 2020.
* All times and dates stated are New Zealand time (NZT)

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LODGE YOUR PROXY
Online:
http://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 2020 ANNUAL MEETING
The Annual Meeting of Shareholders of Serko Limited (“Serko”) will be held online at www.virtualmeeting.co.nz/sko20 on Wednesday, 19 August 2020
commencing at 2.00pm (New Zealand time). Due to the current COVID-19 situation, Serko has decided to take the prudent step to hold its Annual Meeting of
Shareholders online only.
If you do not plan to attend the virtual meeting but wish to appoint a proxy you can do so online at http://vote.linkmarketservices.com/SKO. Alternatively, 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, 17 August 2020,
being 48 hours before the commencement of the Annual Meeting.
Appointment of proxy
A shareholder of the Company who is entitled to attend and vote at the virtual meeting is entitled to appoint a proxy to attend and vote instead of him/her. If you
appoint a proxy, you may still attend the meeting (but will not be able to vote if your proxy also attends the meeting). A proxy need not be a shareholder of the
Company. Any corporation that is a shareholder may appoint a person as its representative to attend the meeting online 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 vot e by ticking th e “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 you r 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 t o vote on that
resolution on your behalf. If you tick the ‘Abstain’ box for a particular resolution, you are directing you r 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 and 2, even if they have an interest in the resolutions.
No shareholder is disqualified from voting on the resolutions being considered at the meeting under the NZX Listing Rules.
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 sign ed on behalf of the company by a duly authorised person acting unde r th e company’s express or
implied authority.

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) (E-mail Address)
or: _______________________________________________________of___________________________________________________
(Full Name) (E-mail 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 online at
www.virtualmeeting.co.nz/sko20 on Wednesday, 19 August 2020 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 during 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 Deloitte as
auditor for the 2021 financial year.

2.That Ms Claudia Batten be re-elected as a director of Serko Limited.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting (via the virtual annual meeting) will have the opportunity to ask questions during the
meeting. If you cannot attend the virtual Annual Meeting but would like to ask a question, you can submit a question online by going
to http://vote.linkmarketservices.com/SKO and completing the online validation process or complete the question section below and
return to Link Market Services. Questions will need to be submitted by 2:00pm on Monday 17 August 2020. The Board will seek to
address and answer questions at the Annual Meeting.
STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 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.
Question: