Serko FY21 Full Year Results Announcement

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



Market Release
19 May 2021


FY21 Full Year Results Announcement

Serko (NZX/ASX:SKO) today reports financial results for the year to 31 March 2021, a period when the Covid-19
pandemic severely disrupted travel markets globally and constrained demand for the company’s market leading
travel and expense management solutions.
However, by the end of the year, Serko had experienced improving travel booking volumes across its core
Australasian business and made good progress positioning the company for an expected recovery in its Northern
Hemisphere markets and Serko had commenced the transition of existing ‘Booking.com for Business’ customers
onto the new Zeno powered platform.
Summary Financial Results:
• Total Income (including grants) for the year was $16.9 million. Total Operating Revenue
1
was $12.4 million,
down 52% against $25.9 million in the prior year, heavily impacted by Covid-19.
• Recurring Product Revenues
1
declined 53% to $11.3 million.
• Total travel booking volumes fell 63% against the 2020 financial year, but after reaching a trough in April 2020
have steadily recovered and for the month of March 2021 were 73% of volumes for March 2019 (which was
unaffected by Covid-19).
• Peak Annualised Transactional Monthly Revenue (ATMR)
1
for the current financial year was $17.2 million for
March 2021, down 37% from $27.5 million in February 2020 (pre Covid-19 peak).
• Total Operating Expenses increased by 21% to $44.9 million from $37.1 million in the prior year, reflecting
investment for our planned international expansion, including a net increase of 54 people to 287 full-time
equivalent staff (FTE).
• Research & Development (R&D)
1
costs decreased by 22% to $10.6 million.
• Net loss after tax for the year was $29.4 million, due to increased operating expenses and reduced revenue.
EBITDAF
1
declined by $16.2 million to a loss of $22.3 million, from $6.1 million loss in the prior year.
• Cash balances and short term deposits of $80 million at 31 March 2021 included the net funds received from
the 2020 capital raise of $65 million. Cash burn for the year was $27.5 million equating to an average monthly
cash burn of $2.3 million.

Please find attached the following documents containing additional information:
• Market Release
• Results Announcement (NZX Appendix 2)
• Investor Presentation
• Annual Report
• ESG Report (including Corporate Governance Statement)

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

These documents will also be made available on: www.serko.com/investor-centre/

Earnings Call
The full-year results will be discussed on a conference call at 11.30am (NZT) today:

To participate in the call dial one of the following numbers 5- 10 minutes prior to the call start time. The call
confirmation code is 360344.

Location Phone Type Phone Number
New Zealand Tollfree/Freephone 0800 423 972
New Zealand, Auckland Local +64 (0)9 9133 624
Australia Tollfree/Freephone 1 800 590 693
Australia, Sydney Local +61 (0)2 9193 3719
Singapore Tollfree/Freephone 800 186 5106
Singapore, Singapore Local +65 6320 9041
Hong Kong, Hong Kong Local +852 3008 1529
United States/Canada Tollfree/Freephone 866-519-2796
United Kingdom Tollfree/Freephone 0800 358 6374
United Kingdom Local +44 (0) 330 336 9104


For and on behalf of Serko by Susan Putt.
ENDS
For more information:
Susan Putt
Chief Financial Officer
Serko
+64 21 388 009








1
Non-GAAP measure. Refer to Market Release dated the same date for definitions.

---

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


Market Release
19 May 2021

Audited Financial Results for the Year Ending 31 March 2021
Serko (NZX/ASX:SKO) today reports financial results for the year to 31 March 2021, a period when the Covid-
19 pandemic severely disrupted travel markets globally and constrained demand for the company’s market
leading travel and expense management solutions.
However, by the end of the year, Serko had experienced improving travel booking volumes across its core
Australasian business and made good progress positioning the company for an expected recovery in its
Northern Hemisphere markets.
Serko Chair Claudia Batten said: “The Covid-19 pandemic has caused enormous disruption to international
travel markets and Serko’s business, with revenue from all regions falling sharply during the 2021 financial
year.
“Despite this uncertainty – and thanks to the support of shareholders who took part in an oversubscribed
$67.5 million capital raise in October 2020 – Serko has strategically chosen to retain resources and capacity
in order to invest in key growth initiatives. Consequently, the company is well positioned and is participating
in the recovery of corporate travel markets around the world.
“We occupy a strong market position in Australasia, with most of our transactions being domestic travel. As
the pandemic has been contained, these markets have recovered from the near standstill experienced at the
beginning of the financial year.
“In April 2020 booking volumes reached a trough, representing just 11% of the volumes recorded in the same
month of 2019 - a year unaffected by Covid-19 and the benchmark Serko is using to assess the progress of
the recovery. It is noted when comparing financial periods that transaction volumes in the last quarter of FY20
started to become adversely affected by Covid-19-related travel restrictions.
“By the last month of the financial year (March 2021) volumes had recovered to 73% of the March 2019
volumes and by April 2021 had risen further to represent 84% of the April 2019 volumes. Importantly the
March result was ahead of market guidance that our core Australasian markets would be operating at 40-
70% of their pre-Covid-19 activity levels by the end of our 2021 financial year.
“We are pleased with the recovery in booking volumes. But we recognise the unpredictable nature of this
recovery and the potential for public health conditions in our core markets to reverse the gains.
“Serko has been investing to grow in new markets outside of its Australasian markets to become a significant
global business. Serko’s business plans in the Northern Hemisphere are not contingent on the revival of long-
haul international travel. In excess of 95% of the revenue opportunities we were pursuing prior to the
pandemic were domestic or intra-regional bookings and the total addressable market even in recovery
remains significant.
“Recovery in these Northern Hemisphere markets has been subdued. Persistent travel restrictions have limited
bookings, while ongoing staff furloughs at our Travel Management Company (TMC) partners has limited the

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, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

2
onboarding of new customers during the period. However, just as we have seen in Australasia, we believe
these domestic and intra-regional markets will lead a broader recovery in travel activity particularly as mass
vaccination programmes are completed.
“A key project to participate in the recovery and begin to realise our potential in new markets has been the
partnership with Booking Holdings, which includes the supply of the Zeno platform for Booking.com’s small
and medium enterprise (SME) solution, ‘Booking.com for Business’. As we announced in late March, we have
begun to transition existing ‘Booking.com for Business’ customers to the new platform, a process that is due
to finish by the end of July 2021.
“The new Booking.com for Business platform is now being rolled out globally as additional languages and
regional content are added. As previously announced, subject to the recovery in relevant markets, the
partnership is expected to make a material contribution to revenues in the 2022 financial year.
“Serko is grateful for the support we have received through this challenging period. We acknowledge and
thank the governments in the territories we operate for the programmes and subsidy schemes that have
assisted us to retain our people and continue to invest for the future,” Ms Batten said.
“We also thank our dedicated employees who supported the company and agreed to take a small salary
reduction for three months from May 2020. The team has continued to rise to the challenges we’ve faced this
year while continuing to make a huge effort for the company. Their efforts have been nothing short of
exemplary.
Serko Chief Executive Darrin Grafton said: “The dedication of the Serko team this year has been inspiring.
Despite the significant personal and professional challenges of Covid-19, the team has chosen to look through
the current travel market turmoil and dedicated themselves to Serko’s vision of transforming business travel
and expense management.
“It is this spirit that saw Serko named the PwC Hi-Tech Company of the Year where we were praised for the
company’s ethos, culture and diversity. It is this same commitment that has underpinned shareholder support
for the company and our inclusion in the benchmark NZX50 index in June 2020.
“We are delighted with the progress we have made and the potential for the company as we transition to a
future when freedom of movement is less constrained.”
SUMMARY FINANCIAL RESULTS
• Total Income (including grants) for the year was $16.9 million. Total Operating Revenue
1
was $12.4
million, down 52% against $25.9 million in the prior year, heavily impacted by Covid-19.
• Recurring Product Revenues
2
declined 53% to $11.3 million.
• Total travel booking volumes fell 63% against the 2020 financial year, but after reaching a trough in
April 2020 have steadily recovered and for the month of March 2021 were 73% of volumes for March
2019 (which was unaffected by Covid-19).
• Peak Annualised Transactional Monthly Revenue (ATMR)
3
for the current financial year was $17.2
million for March 2021, down 37% from $27.5 million in February 2020 (pre Covid-19 peak).
• Total Operating Expenses increased by 21% to $44.9 million from $37.1 million in the prior year,
reflecting investment for our planned international expansion, including a net increase of 54 people
to 287 full-time equivalent staff (FTE).
• Research & Development (R&D)
4
costs decreased by 22% to $10.6 million.

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, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

3
• Net loss after tax for the year was $29.4 million, due to increased operating expenses and reduced
revenue. EBITDAF
5
declined by $16.2 million to a loss of $22.3 million, from $6.1 million loss in the
prior year.
• Cash balances and short term deposits of $80 million at 31 March 2021 included the net funds
received from the 2020 capital raise of $65 million. Cash burn for the year was $27.5 million equating
to an average monthly cash burn of $2.3 million.
Covid-19 disruptions to international travel markets saw Total Income from all sources for the year to 31 March
2021 fall 37% to $16.9 million from $26.8 million in the prior year.
A 52% fall in Total Operating Revenue
1
to $12.4 million from $25.9 million in the prior year - due largely to a
53% fall in recurring revenues - was partially offset by $3.4 million of Covid-19 subsidies from governments
across the territories in which Serko operates and $1 million in Research and Development grants.
Peak Annualised Transactional Monthly Revenue (ATMR)
3
for March 2021, a forward-looking indicator of
recurring revenue, was $17.2 million. This was down 37% from $27.5 million in February 2020 (pre Covid-19
peak) and up 202% from the low of $5.7 million in April 2020.
Total Operating Expenses increased by 21% to $44.9 million from $37.1 million in the prior year. This
investment included a net increase of 54 people to 287 full-time equivalent staff (FTE). Research &
Development (R&D)
4
expenditure was $10.6 million, down 22% from the prior year, reflecting the
repriortisation of development resources with the onset of Covid-19. However, the figure still represents a
significant investment into platform development for expansion into new markets and the delivery of white-
label platforms.
The net loss after tax for the year was $29.4 million, wider than the prior year’s net loss after tax of $9.4 million,
with the fall reflecting the Covid-19 travel disruptions and increased expenditure. Accordingly EBITDAF
5
losses
increased to $22.3 million from a loss of $6.1 million in the prior year.
BALANCE SHEET AND CASHFLOW
Serko is well funded. Cash balances and short term deposits at 31 March 2021 were $79.9 million, up from
$42.4 million in the prior year, thanks to the capital raise and careful management of our costs and investment
programmes. Net funds received after capital raising costs were $65 million. Over the 2021 financial year we
averaged a monthly cash burn of $2.3 million, a figure well within the $2 million to $4 million guidance given
in October 2020 during the capital raise. This was revised from a first half target of less than $2 million average
cash burn per month following Board approval to continue to invest for growth opportunities, assuming an
eventual recovery in corporate travel.
AUSTRALASIAN MARKET UPDATE
The Covid-19 pandemic and related travel restrictions resulted in booking volumes beginning to soften in
February 2020 with the trend accelerating precipitously through the following month to reach a floor in April
2020. However, we have been encouraged by the steady recovery in recent months.
The recovery in volumes through our New Zealand TMC channel has outperformed Australia’s, with travel
volumes in New Zealand rebounding strongly in the final month of the financial year to 149% of March 2019
volumes. This increase was due to the onboarding of new customers by our TMC partners while New Zealand
also endured less wide-spread lockdowns than Australia.

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, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

4
Reflecting these trends, revenue from New Zealand sources for the 2021 financial year fell less than Australian
revenues. New Zealand revenue fell 13% to $2.2 million from $2.5 million in the same period a year ago, while
Australian sourced revenues fell by 59% to $7.5 million from $18.2 million.
By the end of the financial year Australian TMC volumes had recovered to 62% of March 2019 from a low in
April 2020 when travel volumes were just 11% of the same month in 2019. With the recent formation of the
trans-Tasman bubble from the end of April 2021 we expect this trend to continue, although it is reasonable
to expect further periodic short-term lockdowns.
We made further progress in the transition of customers to the premium Zeno product from Serko Online
during the financial period. Zeno was carrying approximately 45% of transactions across our platforms for
March 2021, up from approximately 25% of transactions for March 2020. Zeno was being used by 58% of
corporate customers in Australia and New Zealand for March 2021, up from 42% for March 2020.
We have been working proactively with our TMC partners to support their recovery. In some instances, this
has required the amendment of contractual terms and this has adversely impacted our ability to recognise
revenue from contractual minimums.
The region has made good progress on travel recovery and with the planned vaccination programme we
expect corporate travel in the region will make a progressive recovery throughout the current financial year.
Our best estimate is for a full recovery in the 2023 financial year, although this outlook is still subject to
considerable uncertainty.
What is clear, however, is that risk and cost management are the key priorities for organisations as they return
to travel. We have introduced a number of product capabilities in Zeno to address the challenges of post-
pandemic business travel, including detailed airline and hotel safety information, Covid-19 testing and
vaccination requirements and supporting government contact tracing requirements for new bookings.
GLOBAL EXPANSION UPDATE
Booking.com For Business Update
During the financial year we have invested to scale our Zeno platform to accommodate the accelerated
migration of Booking.com business customers onto the upgraded ‘Booking.com for Business’ platform,
following successful pilots conducted throughout 2020.
We have localised the language and user interface to enable a roll-out in more than 90 countries, and
integrated new flight and rail providers that support a connected trip offering in select markets.
We are currently seeing an average of over 1,300
*
SME business customers activate
**
on the new platform
each weekday. Serko expects this rate of activation to significantly increase as we progress through the final
phases of the migration, which is due to complete in July 2021.
The migration provides Serko with the opportunity to access a much larger addressable market as travel
activity recovers over time.



*
Weekday average for current phase of eligible customers
**
SME business booking behaviors will be different from our enterprise customers and activations will not necessarily translate into
bookings immediately, particularly during Covid affected periods

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, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

5
North America Update
North American-sourced income, primarily Expense platform revenue and US sourced supplier commissions,
declined 51% to $2.4 million from $4.8 million largely due to Covid-19 impacts.
During the 2020 financial year we invested in our Zeno platform to position us for our continued expansion
into North America. Booking revenue from this market was not significant in the 2021 financial year as TMC
onboarding of customers onto the platform slowed materially and transactions have effectively ceased due
to the lockdown and corporate imposed travel restrictions in this market.
We have a clear strategy to grow this market and it rests on the pillars of building awareness and support
among TMC resellers, lifting our brand profile, reaching out directly to corporates to use our solutions and
the launch of the Zeno expense platform to broaden the product offer.
Serko has signed an additional five TMC resellers during the financial year, and post year-end signed an
additional reseller Frosch Travel Group. We continue to assist our resellers to be ready for the return to travel
by supporting the integrations and the migration of additional corporates on to our platform.
Our product development to support the North American market requirements continues, and the
‘Booking.com for Business’ platform development will also help us grow booking volumes in this important
travel market.
SERKO EXPENSE PLATFORM INITIATIVES

The Serko Expense platform has delivered a more resilient performance than the travel management platform.
It represents an important diversification from travel revenues for Serko. Expense revenue, benefitting from
fixed components to pricing, fell 31% to $4 million from $5.8 million, less sharply than the 52% fall in travel
booking revenue.
A key development milestone in the year was the completion of work to align the user experience of InterplX’s
expense management platform with that of Zeno Expense. We launched this new Zeno Expense offering in
October 2020. We continue to develop this product to enable integration within the travel platform offering.
OUTLOOK
“A year on from the widespread imposition of global travel restrictions, the timing and extent of the travel
recovery remains uncertain. The rate of return to business travel will vary by region, the type of traveller (SME
versus enterprise), and the type of trip (i.e. domestic, regional, long-haul international). The combination of
these multiple factors makes predicting the rate of travel recovery very difficult,” Mr Grafton said.
“Nevertheless, we are seeing trends that favour the adoption of Serko’s travel and expense management
solutions.
“TMC resellers are operating with fewer people and this is creating opportunities for automation and
technology solutions. Corporations are increasingly focussed on the costs and administration of their travel
and expense budgets and at the same time are focussed on traveller wellbeing and their ‘duty of care’
obligations. We are actively assessing these changes to ensure that we can support the market, our customers,
and our growth as the industry recovers.
“We are cautiously optimistic that the global vaccination programmes will enable widespread travel to resume,
and we are continuously looking for new ways to lead the industry in this recovery. Indeed, we believe our
target of achieving $100 million revenue in the mid-term remains achievable but it has been delayed during
this Covid-affected year.

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, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

6
“As noted above, the Booking.com for Business customer migration is anticipated to have a materially positive
impact on our revenue for the FY22 financial year. However, as we are only part way through the migration
process and in light of the uncertainty that remains around global travel trends, it is not possible to guide the
market with any certainty as to the expected revenue uplift at this time.
“As at 30 April 2021, Serko had cash and short term deposits of $77.7 million. We are still planning to increase
the number of employees as we scale to capture growth opportunities, but we continue to target an average
monthly cash burn of between $2 million and $4 million per month, to conserve cash reserves.
“We believe these cash reserves, at the current rate of cash burn, will be sufficient to see the company through
to cash flow breakeven based on our current strategy. However, we will maintain our rigorous focus on cash
flow throughout the remainder of the year with ongoing investment continuously assessed alongside
developments in international travel markets.
“We will consider acquisitions and/or investments to assist Serko to accelerate execution of our strategic
priorities, where it makes sense to do so.
“We will also keep investors apprised of material developments in the market and their impact on Serko,
including when we complete the migration of ‘Booking.com for Business’ customers.”
EXECUTIVE UPDATE
Mr Grafton said: “As announced at the time of the interim earnings announcement, Chief Financial Officer,
Susan Putt, will transition out of her permanent role at the end of May 2021 following completion of the full
year earnings announcement and audit process.
“Susan has played a critical role in the business over the last four years of Serko and I sincerely thank her for
the guidance and contribution she has brought to me and Serko during her time with us.” Mr Grafton said.
“Our process for identifying Susan’s replacement is progressing well and we will update the market in due
course when a permanent appointment is made. In the meantime, we have appointed an interim CFO, Susan
Nemeth, to oversee the finance function during the transitional period.
“Susan Nemeth is an experienced CFO, having worked in both permanent and interim roles across various
industry sectors over her career, and we welcome her to Serko.”
“As a company with strong growth ambitions, we have also been continuing to strengthen our executive
leadership team appointing Sarah Miller as General Counsel and appointing Rachael Satherley as Chief People
Officer during the year.” Mr Grafton said.

Ends
Notes:
Non-GAAP (generally accepted accounting practices) financial measures do not have standardised meanings prescribed by GAAP and
therefore may not be comparable to similar financial information presented by other entities. The Non-GAAP financial information
included in this release has not been subject to review by the auditors. Non-GAAP measures are used by management to monitor the
business and are useful to provide information to investors to assess business performance. A reconciliation of Net Profit to EBITDAF
can be found in the Annual Report and Investor Presentation dated the same date as this announcement.

1
Total Operating Revenue (a Non-GAAP measure) is revenue excluding income from grants and finance income, while Total Income
includes grants.

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, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

7
2
Recurring Product Revenue (a Non-GAAP measure) is the recurring revenue derived from transactions and usage of Serko products by
contracted customers. It excludes revenues from customised software development (services revenue).
3
Peak ATMR is a Non-GAAP measure representing Annualised Transactional Monthly Revenue. Serko uses this as a useful indicator of
recurring revenues from Serko products, based on the monthly transactions and average revenue per booking (for its travel platform
revenue) and monthly active user charges (for its expense platform revenue). This is calculated on an annualised basis based on the daily
weekday average multiplied by standard 260 weekdays in a year.
4
Research & Development (R&D) costs is a non-GAAP measure representing the internal and external costs related to R&D both
expensed and capitalised.
5
EBITDAF is a Non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation,
Amortisation and Fair value remeasurement on contingent consideration. Serko uses this as a useful indicator of cash profitability.
Note: all dollar amounts are New Zealand dollars unless otherwise stated.
For and on behalf of Serko Limited by the Board.
Ends
For investor relations queries please contact:
Susan Putt
Chief Financial Officer
Serko +64 21 388 009
investor.relations@serko.com

About Serko
Serko is a leader in online travel booking and expense management for the business travel market. 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 is headquartered in New Zealand, with offices across Australia, China, and the United
States.
Visit www.serko.com for more information.

---

Results Announcement
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



Results for announcement to the market
Name of issuer Serko Limited
Reporting Period 12 months to 31 March 2021
Previous Reporting Period 12 months to 31 March 2020
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
16,896 -37%
Total Revenue 16,896 -37%
Net profit/(loss) from
continuing operations
(29,389) -214%
Total net profit/(loss) (29,389) -214%
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividends have been paid on ordinary shares and it is
currently not proposed to pay dividends.
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.75 $0.47
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
This document should be read in conjunction with the audited
consolidated financial statements contained in the Annual
Report for the year ended 31 March 2021, and the Annual
Report generally.

The audited consolidated financial statements for the year ended
31 March 2021 have been prepared in accordance with Generally
Accepted Accounting Practice in New Zealand and comply with
New Zealand equivalents to International Financial Reporting
Standards (“NZIFRS”). Further detail on the accounting policies
adopted is set out in the notes to the financial statements.

Net tangible assets per security increased due to cash on hand
and short term deposits due to the capital raise completed

during the year and an increase in intangible assets from
capitalised internally generated software.
For additional commentary on the results, please refer to the
Management Commentary in the Annual Report, and the Annual
Report generally.

Pursuant to ASX listing rule 1.15.3, Serko Limited confirms that it
continues to comply with the rules of its home exchange (NZX
Main Board).

Copies of Serko’s prior Annual Reports and Interim Reports can
be found on Serko’s website, at www.serko.com/investors
Authority for this announcement
Name of person authorised
to make this announcement
Susan Putt
Contact person for this
announcement
Susan Putt
Contact phone number +64 21 388 009
Contact email address
investor.relations@serko.com

Date of release through MAP 19 May 2021

Audited financial statements accompany this announcement.

---

•This presentation has been prepared by Serko Limited. All information is current at the date of this presentation, unless stated otherwise. All currency amounts are in
NZ dollars unless stated otherwise.
•Information in this presentation
•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase , or recommendation of securities
in Serko Limited for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, f inancial product, or investment
advice;
•should be read in conjunction with, and is subject to Serko’s Financial Statements and Annual Reports, market releases and infor mation published on Serko’s
website (www.serko.com
);
•includes forward-looking statements about Serko and the environment in which Serko operates, which are subject to uncertainties and contingencies outside
Serko’s control – Serko’s actual results or performance may differ materially from these statements, particularly as a result ofthe impacts of Covid-19;
•includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (an d is not) an indication of future
performance;
•may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to theaccuracy or completeness of
such information.
•Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information
presented by other entities. The non-GAAP financial information included in this release has not been subject to review by auditors. Non-GAAP measures are used by
management to monitor the business and are useful to provide investors to access business performance.
DISCLAIMER

CEO Welcome
3

AGENDA
CEO
Welcome
Strategic
Updates
Financial
Summary
Outlook
Statement
4

FY21 Financial Summary
5

PERFORMANCE DASHBOARD – FY21
PROFIT (LOSS)REVENUEACTIVITYCOSTS
FY21 VS FY20
NET LOSS AFTER
TAX
($29.4m)
EBITDAF
1
loss
$(22.3m)
OPERATING
REVENUE
-52%
Operating revenue
from core products
plus services revenue
$12.4m
RECURRING
REVENUE
2
-53%
Recurring revenue
(core product
revenue only)
91% of total operating
revenue
$11.3m
TOTAL
INCOME
-37%
Total income from all
sources including
grants
$16.9m
PEAK ATMR
3
-37%
Indicator of future
growth potential
based on current
trading
$17.2m
TRAVEL
BOOKINGS
-63%
Travel platform
bookings for the
period
1.57m
R&D COSTS
4
-22%
86% of Revenue
Opex$3.4m
Capex $7.2m
$10.6m
OPERATING
EXPENSES
21%
Net FTE
5
increase in
the period of 54 to
287 employees
$44.9m
Notes 1 – 5: Refer to Appendix for definitions.
6

NET PROFIT SUMMARY/ EBITDAF RECONCILATION
•Revenue of $12.4m down 52% (Slide 8)
•Total income (including grants) down 37% to $16.9m
•Operating expenses of $44.9m up 21% (Slide 9)
•EBITDAF loss of ($22.3m) versus ($6.1m) in prior year
•Net loss for the period of ($29.4m) includes:
•Depreciation and amortisation of $5.6m, up
$2.5m
•Foreign exchange losses of ($1.3m) versus prior
year gain of $0.7m
•No fair value measurement adjustments in the
current year
FY21
$000
12,420
4,476
16,896
(44,854)
-361%
(29,048)
-234%
(1,337)
247
(341)
(29,389)
341
1,090
5,633
-
(22,325)
-180%
Net Profit Summary
EBITDAF Reconciliation
Revenue
Other income (including grants)
FY20
$000
25,869
922
Total income
Operating expenses (excluding FX)
26,791
(37,092)
Percentage of operating revenue-143 %
Net profit before tax(9,326)
Percentage of operating revenue-36%
Net foreign exchange gains/(losses)
Net finance income
718
257
Income tax (expense)/benefit
(38)
Net (loss)/profit after tax (9,364)
Add back (deduct): income tax expense (benefit)
Add back (deduct): FX/finance income
Add back: depreciation and amortisation
1
Add back: fair value measurement
2
38
(975)
3,156
1,056
EBITDAF (6,089)
EBITDAF margin-24%
change
$000
(13,449)
3,554
(9,895)
(7,762)
(19,722)
(2,055)
(10)
(303)
(20,025)
303
2,065
2,477
(1,056)
(16,236)
%
-52%
385%
-37%
-21%
-211 %
-286%
-4%
-797%
-214%
797%
212%
78%
-100%
-267%
1 Depreciation includes right-of-use assets (leased premises) under IFRS-16 (Leases) adoption of $1.1 million (FY20 $1 million)
2 Fair value remeasurement of contingent consideration on deferred consideration for InterplXacquisition added to EBITDAF as non-cash expense
change
7

REVENUE ANALYSIS
•Recurring revenue (excluding Services revenue) at $11.3m down 53%
and representing 91% of total operating revenue
•Travel platform booking revenue down 52% was Covid-19 impacted
•Total travel platform bookings at 1.6m versus 4.2m in the prior
year, down 63%
•Online bookings down at 1.3m versus 3.7m in the prior year,
down 65%
•Expense platform revenue at $4.0m down 31%, benefitting from fixed
components to pricing
•Supplier commissions revenue at $0.5m down 62%
•Services revenue at $1.1m down 37% as development resources
focused on NORAM activation and Booking.com for Business
platform
•Government Grants included $3.4m related to Covid-19 subsidies
received in New Zealand, Australia and the US
•New Zealand sourced income only down 13% as benefitted from the
onboarding of customers completed over the year
•Average Revenue per Booking (ARPB) (based on total recurring
revenue/online bookings) for the year was $8.76 up 36% from $6.46
in prior year, benefitting from Expense revenue which was not as
affected as travel platform revenue; travel related ARPB was up 12%
to $5.36
Revenue and Other Income
by Type
Travel platform booking revenue
Expense platform revenue
Supplier commissions revenue
Other revenue
Recurring revenue
Recurring revenue % operating revenue
Services revenue
Total revenue
Total income
Australia
New Zealand
North America
Other
Operating Revenue by Geography
FY21
$000
6,354
3,997
538
386
11,275
91%
1,145
12,420
16,896
7,520
2,154
2,369
377
12,420
Total operating revenue
FY20
$000
16,307
5,831
1,427
485
24,050
93%
1,819
25,869
26,791
18,218
2,465
4,80.
363
25,869
change
$000
(9,953)
(1,834)
(889)
(-99)
(12,775)
(674)
(13,449)
(9,895)
(10,698)
(311)
(2,454)
14
(13,449)
%
-52%
-31%
-62%
-20%
-53%
-37%
-52%
-37%
-59%
-13%
-51%
4%
-52%
change
Total other income
Government grants
Sundry income
4,382
94
922
-
3,460
94
375%
100%
4,4769223,554
385%
8
Total travel bookings (000)
Online bookings (000)
ARPB (Recurring revenue/online bookings)
ARPB (travel related revenue only)
1,566
1,287
8.76
5.36
4,215
3.724
6.46
4.76
(2.649)
(2,437)
2.30
0.60
-63%
-65%
36%
12%

OPERATING EXPENSES/HEAD COUNT
•Operating Costs increased by 21% to $44.9m
•Remuneration and benefits at 66% of total operating costs
increased 52% to $29.5m
•includes share-based payments of $3.2m which increased
by $2.2m over prior year however, this was partially offset
by reduced cash costs through reduced salaries due to
temporary salary adjustments and no prior year short
term incentive
•Net increase of 54 FTE* (FY20 increase 60).
•Capitalised costs less than prior year (refer to Slide 10)
•Selling and marketing of $2.1m decreased $0.9m (31%)
•Hosting expense of $2.7m decreased 19%
•Administration costs at $4.9m decreased 31% mainly due to:
•Professional fees of $0.9m decreased $0.7m
•Other admin expenses (primarily includes recruitment,
listing, travel, training and insurance) of $2.2m decreased
$1.6m
•While Computer licenses of $1.1m increased $0.2m
•Amortisation and depreciation of $5.6m increased $2.5m
FY21
$000
44,854
2,056
2,710
29,527
4,928
5,633
-
361%
Operating Expenses
Total Operating Expense
FY20
$000
37,092
Selling and marketing
Hosting expense
Remuneration and benefits
Administration expenses
Amortisationand Depreciation
Fair value remeasurement
2,989
3,362
19,419
7.110
3,158
1,056
143%
change
$000
7,762
(933)
(652)
10,108
(2,182)
2,477
(1,056)
%
21%
-31%
-19%
52%
-31%
78%
-100 %
change
Percentage of Operating Revenue
FY21
287
193
16
48
30
Head count
Total employee numbers at end of year (FTE*)
FY20
233
Product development and maintenance
Sales and marketing
Customer support
Administration
146
18
52
17
change
FTE
54
47
-2
-4
13
%
23%
32%
-11%
-8%
76%
change
*FTE (Full time equivalent)
9
FTE
FTE

RESEARCH & DEVELOPMENT (R&D)
•Total R&D costs decreased by $3m (-22%)
over prior year to $10.6m
•Capitalised development costs included
development Northern Hemisphere markets
as well as the Booking.com platform
•Resources were reprioritised with the onset of
Covid- 19 and the acceleration of the global
release of the Booking.com platform
powered by Zeno
•Development resources were also focused on
the management of the platform costs due
to the reduced bookings and then the
subsequent scale up with the return of
bookings in the Australasian region and in
preparation for the Booking.com migration
FY21
$000
3,402
10,633
86%
(930)
3,909
(7,231)
6,381
51%
R&D Costs
Research costs (excluding amortisation of
amounts previously capitalised)
FY20
$000
2,593
Total R&D costs (including amounts capitalised)
13,606
Percentage of operating revenue53%
Less: Government grants relating to research
Add: Amortisationof capitaliseddevelopment costs
(683)
1,705
Less: capitalised product development costs(11,013)
Net product development costs expensed
3,615
Percentage of operating revenue14%
change
$000
809
(2,973)
(247)
2,204
3,782
2,766
%
31%
-22%
-36%
129 %
-34%
77%
change
68%Percentage of R&D costs81%
27%Percentage of operating revenue14%
Research & Development (R&D) cost is a Non-GAAP measure representing the internal and external costs related to R&D that have been included in operating costs and capitalisedas
computer software development during the period. Research expenditure includes all reasonable expenditure associated with R&Dactivities that does not give rise to an intangible asset. R&D
expenses include employee and contractor remuneration related to these activities. It also covers research expenditure defined by NZ IAS 38.
10

Strategic Updates
11

AUSTRALASIA MARKET UPDATE
•The majority of Serko’s revenues previously came from Australia and New Zealand domestic bookings.
•To t a l A u s t r a l a s i a n t r a v e l c o r p o r a t e c u s t o m e r s u s i n g t h e p l a t f o r m i n t h e f i n a n c i a l y e a r w e r e 6 , 4 9 2 .
•New Zealand trading customers have increased and we are transacting up 158% on 2019
•Australian recovery is still progressing behind New Zealand’s with a combined 6,492 customers of our 7,759
recommencing business transactions which is in line with our expectations and is great to see this level of recovery.
•Zeno is now being used by 58% of all transacting corporate customers with transaction volume at 45% of total bookings
for the month of March 2021, up from 25% for the month of March 2020.
•Expense revenue for the region, while initially impacted by Covid-19 has continued to underpin monthly revenues,
benefitting from return to travel and growth in the Australasian region.
•Booking volumes are steadily recovering each month from former peaks in February 2020, prior to the impacts of Covid-
19 and the lows experienced in April 2020. Our new peak day was 13,000 recently in May 2021 down from a peak of
24,000 daily bookings in February 2020.
12

Australasia Transactions as % of Prior Year*
150%
100%
50%
0%
Apr 2020Mar 2021
New Zealand TMCs
Total Australasian Transactions
Australian TMCs
TRANSACTION ANALYSIS -AUSTRALASIA
•Tr a v e l v o l u m e s h a v e r e c o v e r e d f r o m a
low in April 2020 of 11% to 73% as of
March 2021. This has further improved
in April 2021 to 84%.
•New Zealand total bookings forMarch
2021 was 149% and 158% for April 2021
•Australian total bookings for March 2021
was 62%and72% for April 2021
*As of March 2021, Serko has begun benchmarking current transaction volumes to 2019 volumes (in addition to 2020 volumes) as we believe this provides a more meaningful indication of the resumption of travel by business travellers. This is as a result ofCovid- 19-related
travel restrictions beginning to materially impact Serko’s transaction volumes from mid-March 2020. For completeness, total Australasian transaction volumes exceeded 131% of March 2020 volumes (NZ: 211%, AUS: 116%), when Covid-19-related border closures started
materially impacting Serko’s transaction bookings.

NORTH AMERICA MARKET UPDATE
•We have continued to invest in the Serko Zeno platform for expansion into the North American
markets during the current year.
•Serko launched a targeted North American Covid programme and TMC community
programme to assist Covid affected TMCs and their corporate customers.
•Five new TMC reseller agreements were signed during FY21, with Frosch Travel Group, a large
buying group, signed in April 2021.
•Tr a n s a c t i o n s a re s t a r t i n g t o f l o w f ro m T M C s w h o h a v e c o m p l e t e d i m p l e m e n t a t i o n a n d
onboarded their first customers but have been affected by various travel restrictions. We expect
this to increase with the rollout of a vaccination programme and the return to travel post
summer holiday period.
•Ta r g e t e d s a l e s a n d m a r k e t i n g a c t i v i t y h a s g r o w n o u r p i p e l i n e o f d i r e c t e n t e r p r i s e o p p o r t u n i t i e s .
•Serko launched the new Zeno Expense platform in October 2020, signed Zeno Expense reseller
partnership with buying group Omnia Partners and joined the Oracle NetSuite SuiteApppartner
program.
14

BOOKING.COM UPDATE
15
•In October 2019, Booking Holdings’ made a cornerstone investment in Serko and Booking.com expanded its existing
agreement with Serko enabling Booking.comto offer and promote Zeno to its business traveller customers. Booking
Holdings has continued to support Serko and participated in the October 2020 capital raise.
•As announced in March 2021, following successful pilots undertaken during the financial year, Serko has commenced
the migration of existing customers to the upgraded Booking.com for Business platform, powered by Zeno.
•Serko is currently seeing over 1,300* of SME business customers per day activate** on the new platform, during this
phase of migration.
•Serko expects this rate of activation** to significantly increase as we move to the further phases of migration due to
complete by end of July 2021.
•Although in the early stages, we are seeing companies use the new “Connected Trip” across multiple markets.
•We know SME business booking behaviors will be different from our enterprise customers and activations will not
necessarily translate into bookings immediately, particularly during Covid affected periods.
•The migration is anticipated to have a material impact on Serko’s revenue for the FY22 year. As we are only part way
through the migration and there remains uncertainty around the rate of travel recovery, we are unable to forecast the
revenue uplift with any certainty at this time.
* Weekday average for current phase of eligible customers
** Activations will not necessarily translate immediately into bookings, particularly during Covid affected periods.

Outlook Statement

•
The businessis well positionedfor growthwhentrading conditionsimproveas the travel industry recovers.
•
The Booking.com for Business customer migration is anticipated to have a materially positive impact on our revenue for
FY22 financial year.
•
As at 30 April 2021,Serko had cash reserves and short-term deposits of $77.7million.We believe these cash resources, at
the current rate of cash burn, will be sufficient to see the company through tocashflow breakevenshould our anticipated
recovery scenario be achieved.
•
Wewill continueourrigorous focus on cashflow throughout the remainder of FY22, targetingan average monthlycash
burn ofbetween $2millionand $4 million.
•
We continue to consider inorganic growth opportunities, aligned to strategy as and when they arise.
•
Subject to Covid-19 recovery, Serko considers it can achieve its $100m in Revenue target within the medium term but it has
been delayed during this Covid-affected year.
•
As industry recoveryremains uncertain and the Booking migration is not yet complete, we are unable to forecast our likely
operating revenue for the 2022 financial year with any certainty but will continue to provide regular updates to the market.
FY22 OUTLOOK
17

Q&A

Appendices:
Company Snapshot
Definitions

ABOUT SERKO
FOUNDED IN 2007
Innovative Solutions
Serko is a technology company focused on
innovative solutions that address the
challenges of corporate travel and expense
management. The majority of Serko’s
revenue comes from Travel Management
Companies (TMCs) (“Resellers”), who
provide our online travel booking (OBT)
solution to their corporate customers.
Serko also sells Expense management
solutions to corporate customers directly.
Market Leader
Serko is a leading supplier of travel
technology solutions for TMCs in Australasia
and is now expanding into Northern
Hemisphere markets with multiple signed
reseller agreements in North America and a
global agreement with ATPI and
Booking.com.
NZX/ASX Listed
Serko listed on the New Zealand stock
exchange in June 2014. In June 2018, Serko
listed as a foreign exempt listing on the
Australian Securities Exchange. Serko
trades under the ticker ‘SKO’ on both
exchanges.
Serko employs people worldwide with its
HQ in New Zealand, and offices across
Australia, the U.S. and China
For further information refer to Serko’s website www.serko.comand its 2021 Annual Report which can be found under Investor Centre.
20

Zeno TravelZeno Expense
Zeno Travel is an
Online
Booking Tool (OBT)
that
corporate travellers use to
book flights, trains, hotels,
rental cars and airport
transfers in line with their
corporate travel policies.
Zeno Expense
automates
the process
of corporate
card and out-of-pocket
expense submission,
reconciliation and
reimbursement
SERKO PRODUCTS
21

SERKO STRATEGY
22

$
Corporate travellermakes a
booking via Serko
Online/Zeno
Booking and other fees
Serko charges the TMCs a fee per booking
(which varies based on volume).
Year Ended 31 March
2021
Travel platform booking revenue
Expense platform revenue
Supplier commissions revenue
Other revenue
$000
6,354
3,997
538
386
Recurring Product Revenue11,275
Services revenue1,145
Total Revenue16,896
Percentage of total revenue91%
a
$
Supplier commission
Serko also generates revenue through
commissions on hotels, rental cars, airport
transfers and other travel providers that are
booked through its platform.
$
Travellerbooks hotel or
taxi via Serko Online/Zeno
Mobile subscription
$
Travellerdownloads and
uses Serko Mobile
Travellersubmits receipts
using Serko Expense/Zeno
Monthly user fee
Serko Expense customers pay a fee based on
the number of active users each month
directly to Serko.
Additional Services
Serko earns other miscellaneous revenue
such as mobile licenses
Services Revenue
$
Paid customisation, marketplace integration
or implementation assistance
COMMERCIAL MODEL
23

Selected Operational Metrics
FY13FY14FY15FY16FY17FY18FY19
1 – Online bookings exclude Offline and Custom bookings (system generated bookings) which are included in Online booking pricingor at a reduced rate
2 – Operating costs are Operating Expenses excluding depreciation and amortisation and fair value remeasurements of contingent consideration
n/a – indicates not previous measured or reported
# – FY17 revenue was affected by adverse foreign exchange rates;
* – FY20/FY21 revenue was affected by Covid-19 pandemic
HISTORIC MEASURES for financial years (31 March)
Total revenue growth (%)
Revenue growth – Travel Platforms (%)
Total travel booking transactions (000s)
Online booking transactions
1
(000s)
Online transaction growth (%)
Recurring product revenue as % total revenue
Operating costs
2
(% change)
Employees (number at end of year - FTE)
Average revenue per FTE (NZD$000)
Research & development costs - expense and capex (NZD$000)
Peak annualisedtransactional monthly revenue (ATMR) (NZD$m)
27%
41%
987
821
35%
84%
35%
47
119
2,340
n/a
39%
12%
1,107
1,011
23%
71%
62%
87
100
3,387
n/a
55%
62%
1,588
1,468
45%
80%
105%
133
94
5,762
n/a
27%
49%
2,407
2,262
54%
93%
13%
127
101
6,268
11.2
9%#
8%
2,913
2,673
18%
91%
(10%)
108
122
5,836
15.3
28%
23%
3,526
3,207
20%
90%
(5%)
106
170
4,906
18.4
28%
20%
4,138
3,743
17%
89%
29%
173
167
9,165
26.0
FY20
11%*
2%
4,215
3,724
-1%
93%
50%
233
121
13.606
27.5
24
FY21
-52%*
-61%
1,566
1,287
-65%
91%
19%
287
67
10,633
17.2

•Peak ATMR (AnnualisedTr a n s a c t i o n a l M o n t h l y R e v e n u e ) i s a n o n-GAAP measure. Serko uses this as a useful indicator of recurring revenues
from Serko products. It is calculated by annualisingthe combination travel and expense platform monthly revenues for the most recent non-
seasonal month. The travel platform revenue is annualisedby taking the monthly online booking transactions divided by the number of
weekdays for that month multiplied by the average ARPB and multiplied by 260 days. The expense platform revenue is based on the monthly
revenue from active users multiplied by 12 months.
•ARPB (Average Revenue Per Booking) is a non-GAAP measure. Serko uses this as a useful indicator of the combined value from transactional
booking fees and the supplier commissions earned from the travel platform. It is calculated by taking total travel platform booking revenue
and supplier commission revenue divided by the total number of bookings.
•Recurring product revenue is a non-GAAP measure and is the recurring revenue derived from transactions and usage of Serko products by
contracted customers. It excludes revenues from customisedsoftware development (ser vices revenue).
•Operating revenue is a non-GAAP measure excluding income from grants and finance income, while total income includes grants.
•R&D (Research & Development) costs is a non-GAAP measure representing the internal and external costs related to R&D both expensed and
capitalised.
•Operating Costs is a non-GAAP measure which excludes costs relating to taxation, interest, depreciation, and amortisationcharges.
•EBITDAF is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation and
Amortisationand Fair value remeasurement of contingent consideration.
•FTE = Full time equivalent employee.
DEFINITIONS
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, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980
25

Thank you
26

---

1
Serko ESG report
ESG REPORT
Environmental Social Governance

2
Serko ESG report
ENVIRONMENTAL
SOCIAL
GOVERNANCE

3
Serko ESG report
This Environmental, Social and Governance (ESG) Report, which
incorporates Serko’s Corporate Governance Statement, was
approved by the Board of Serko Limited on 19 May 2021 and is
accurate as at that date. The Board does not undertake any
obligation to revise this Report to reflect events or circumstances
after 19 May 2021 (other than in accordance with the continuous
disclosure requirements of the applicable Listing Rules).
CONTENTS
Introduction4
Environmental6
Social8
Governance12
Risk Management25

4
Serko ESG report
People:
Customers:
Good health and well-being
Health and Safety Policies
Quality education
Training and intern programmes
Industry, innovation and
infrastructure
Industry recognition for innovation
Responsible consumption
and production
Privacy and security policies
Community:
Sustainable cities and
communities
Sponsorships and donations
Climate action
Environmental practices
Gender equality
Diversity and inclusion policies
Decent work and
economic growth
Remuneration policies
Diversity and inclusion policies
Reduced inequalities
Introduction
Serko aims to be a successful growth company. To
realise this ambition we must do the right thing by our
people, customers, communities and our shareholders.
We aim to achieve this through:
1) Focusing on long-term growth and business
sustainability;
2)

Applying bes
t practice governance and risk
management procedures;
3)
Cultiv
ating an inclusive workplace of diverse and
engaged staff; and
4)
Enabling en
vironmentally sustainable choices
through technology.
Serko is committed to developing long-term value
creation and making positive improvements in social,
economic and environmental outcomes.
Further information and our full Annual Report can be
found on the investor centre of Serko’s website.
Serko’s first Environmental, Social and Governance
(ESG) Report was produced in 2018. The United
Nations (UN) Sustainable Development Goals (SDGs)
have been adopted for Serko’s ESG initiatives to be
reported against. Serko’s ESG framework remains
under development and will continue to be progressed
over time.
The SDGs are a set of global initiatives set by the UN
for everyone to contribute to. For Serko, the SDGs
are a way to see which areas of sustainability we are
directly contributing to and how our initiatives relate
to a larger vision for positive change.
The UN SDGs relevant to Serko and our actions are
as follows:

5
Serko ESG report

6
Serko ESG report
ENVIRONMENTAL

7
Serko ESG report
•
Wherever possible we host information technology (IT)
and platform services in the cloud, lowering our on-
premise energy consumption.
•
We look to partner responsibly. Serko uses Microsoft
Azure as our cloud services platform partner. Microsoft
has been carbon neutral since 2012 and is committed
to becoming carbon negative by 2030.
1
We are working
with Microsoft to see how we can optimise the
utilisation of our technology infrastructure.
•
We are committed to continually improving our
recycling methods. We already:
–
reuse IT equipment and parts where possible;
–
recycle IT equipment using IT recycling companies
that seek to recycle responsibly;
–
recycle paper, glass, hard plastic, aluminium and tin
cans and cardboard;
–
undertake composting where these services are
available; and
–
minimise the use of disposable coffee cups and
single-use water bottles by using reusable cups and
jugs, giving all staff reuseable water bottles and
providing filtered water taps.
IN THE FUTURE
As a company providing travel-related booking tools that
are used by thousands of organisations around the world to
book millions of trips, we recognise we could play a key role
in helping reduce the environmental impact of our customers’
activity. By providing insight into travel-related CO
2
emissions
and environmental impact at point of sale, and enabling
corporate travellers to offset their carbon footprints, our
travel booking platform can shape user behaviour to prefer
lower impact options and develop more sustainable travel
programs. These sustainability initiatives are being actively
considered as part of our product innovation roadmap for 2021
and are currently being assessed through our research and
development (R&D) process.
As a software development company Serko operates in an
online environment, with its operational model primarily
utilising office-based employees. For this reason, Serko’s
direct environmental footprint is relatively small and is made
up largely from third-party data centres, energy used in its
offices, employee travel and from the typical consumables of
an online, office-based business. However, we are committed
to reducing our environmental impact and continually
improving our environmental performance as an integral part
of our business strategy and operating methods.
Serko’s current environmental goal is to continually look to
reduce the impact of our business on the environment and, as
we grow as an organisation, to ensure that any negative impact
on the environment is minimised.
LOWERING OUR CARBON FOOTPRINT
Serko is committed to progressively lowering its carbon
footprint, towards our initial goal of offsetting 100% of our
carbon emissions.
•
We are conscientious when booking travel and, where
possible, combine meetings to minimise our trips
and resulting emissions. Covid-19-related travel
restrictions meant almost no employees travelled
during the FY21 financial period.
•
We provide flexibility for our employees to work from
home. This practice has substantially increased during
the financial period – partly as a result of Covid-19-
related lock-downs but also as a result of changes
in employee preferences since Covid-19 first forced
people to work from home. This is likely to have had
the effect of reducing the carbon emissions associated
with our employees commuting to and from the office
during the financial period and has so far also enabled
Serko to retain our existing office footprint as we
significantly scale our operations.
Environmental
We are committed
to reducing our
environmental impact
as we scale
1 For more information on the steps Microsoft Azure is undertaking to continue to improve its environmental impact see https://
azure.microsoft.com/en-au/global-infrastructure/sustainability/#carbon-benefits

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Serko ESG report
SOCIAL

9
Serko ESG report
The overall sentiment from employees in the recent (March
2021) culture survey shows a strong sense of belonging.
Employees clearly understand and can articulate the mission
and how their work contributes to Serko’s success. Employees
feel engaged and believe Serko and their division is a good
place to work.
Serko’s health and safety practices are summarised on page 27
of this Report.
Serko seeks to employ the best people and empower them
to do their best work. We offer an inclusive environment and
culture that allows people to show up authentically, have their
ideas heard, reach their potential and have fun along the way.
There are a variety of initiatives that contribute to our culture
– each of which are underpinned by our values and contributed
to by the diversity of perspectives that make up Serko.
As a result, Serko has low employee turnover (just 11.5%
voluntary turnover as at 31 March 2021) and high employee
engagement scores relative to industry norms. Serko’s
employees (known in-house as Serkodians) have a strong sense
of belonging, are generally motivated, excited about our future
and feel our organisation is a great place to work.
SERKO CULTURE AND VALUES
Serko’s culture remains nimble, dynamic and inclusive,
notwithstanding the impact Covid-19 is having on the travel
industry. We hire top talent from the technology industry
to ensure that our people (Serkodians) have the skills and
astute judgement to make smart decisions that lead us to be
successful.
Serko’s people are incentivised for achieving exceptional
results. We have established OKRs (Objectives and Key Results)
throughout all teams and support our people with learning and
development initiatives to encourage us to keep finding new
ways to innovate and build mastery.
To articulate our culture, we developed the following eight
values that not only describe what is important to us but
also provide a code for how we behave toward each other,
influencing decisions such as who we hire, how people select
what they work on and how our people are led. As a result, we
have a strong sense of belonging, resulting in high employee
engagement.
Social
Mastery
Serkodians continuously strive to become
masters of what they do
Autonomy
Serkodians are able to work independently
and make decisions for themselves
Teamwork
Serkodians work well with people not just
in their own teams but in teams across the
organisation
Passion
Serkodians are passionate about what they
do and what Serko does
Integrity
Serkodians are honest, respectful of others,
deliver on their commitments and make
ethical business decisions
Success
Serkodians strive toward their goals to
ensure Serko reaches its goals
Family
Serkodians are valued as part of the Serko
family and Serko recognises the importance
of their families to them
Fun
We value humour, laughter and enjoying our
time at Serko

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Serko ESG report
DIVERSITY & INCLUSION
At Serko we value diversity and inclusion and the benefits these bring to our business. Serko is proud to be an equal opportunities
employer and, as such, has a team consisting of many individuals with diverse skills, values, backgrounds, ethnicities and
experiences.
At Serko we are committed to attracting diverse talent and hiring fairly. We have a measurable objective to attract diverse talent,
with a particular focus on achieving 40% women across employees and within the Executive Team. In March 2021, the Board
considered new and enhanced Diversity and Inclusion objectives for the years ahead to continue our journey towards a more
inclusive and diverse workplace. These objectives have a two-year horizon to encourage a sustainable long-term change.
Serko’s Diversity and Inclusion Policy articulates our commitment to achieving diversity in the skills, attributes and experience of
its Board members, management and staff across a broad range of criteria (including but not limited to, culture, gender and age).
The Board as a whole is responsible for overseeing and implementing the Diversity and Inclusion Policy but has delegated to the
Remuneration and Nominations Committee the responsibility to develop and to recommend measurable objectives to the Board
that are designed to adhere to Serko’s Diversity and Inclusion Policy.
Serko is proud to have a Māori co-founder who sits on our Executive and on our Board. We have recently appointed a female Chair
who is deeply committed to diversity and inclusion and a strong ESG mission and during the year added two females to our Executive
Team. Despite this progress, we know there is more we can do to achieve a truly diverse, inclusive and sustainable organisation and
we have actions under way to address these objectives.
As at 31 March 2021, Serko employees represent more than 20 different nationalities. Serko believes this diversity is critical for
encouraging awareness of cultural experiences and breadth of innovative thinking as we expand into different markets. Serko’s
employees range in age from early 20s to mid 60s, with the spread peaking in the mid 30s. Serko has commenced measuring
employee’s sense of inclusion and belonging, with positive results showing that employees generally feel respected, included and
that they are able to have a fair balance of work and home life as employees.
The respective numbers and proportions of men and women at various levels within the Serko workforce are set out in the latest
Annual Report.

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Serko ESG report
In March 2021, the Board considered new enhanced Diversity and Inclusion (D&I) objectives for the years ahead to continue our
journey towards a more inclusive and diverse workplace. These objectives have a two-year horizon to encourage sustainable long-
term change.
ObjectivesKey results to be achieved in the year ending March 2022
Increase conscious awareness focus on behavioural Inclusion:
inclusive mindsets, skillsets and relationships in 2021-2023.
– Board, Executive and all People Managers to be trained in
Unconscious Bias in 2021
– Apply for Gender Accreditation to provide independent
assurance of gender policy and practices to attract and retain
women employees
Define, communicate and report against Inclusion and Diversity
objectives with engagement from Executive team in 2021-2023.
– Make substantial progress towards achievement of Diversity
objectives at 40% female:40% male:20% non-binary/other by
March 2023 across the following employee segments:
– Board and Executive
– Extended Executive
– People Management
– Executive team members to include one D&I OKR (Objectives
and Key Results) in 2021.
– Require one female interviewer on all interview loops/panels
in 2021
Enhance the Inclusion and Diversity policy.– Refresh the Serko D&I policy to enhance our commitments to
maintaining a D&I workplace
DIVERSITY OBJECTIVES
Serko set measurable objectives to reinforce its commitment to diversity for the year ending 31 March 2021. The Board’s evaluation
of Serko’s performance with respect to these objectives during the financial period are set out below.
Objectives Key results achieved in the year ending March 2021
Facilitate and promote equal employment opportunities,
including (but not limited to) diversity of culture, gender and
age when considering opportunities for new and existing Serko
people.
– Appointed two new female executives
– Appointed a female Chair of the Board
– Successfully challenged our executive search partner
to ensure a 50:50 ratio of female:male candidates in
consideration for the Chief Financial Officer (CFO) position.
– Provided our Executive assesment team unconscious bias
training
Promote a merit-based environment in which employees have
the opportunity to develop and perform to their full potential
in alignment with the company ’s commitment to the ongoing
training and wellbeing of its employees.
– Celebration and awareness of:
– Pride week event
– International Women’s Day programme, which included
webinar with Serko’s Chair, with a topic of Choose to Challenge
– Employee engagement calendar of regular events to
recognise and celebrate our diverse global workforce
– Established a Women in Tech group, which invites all female
Serko employees to network, share ideas and connect on a
monthly basis
Reward excellence and ensure employees are treated
fairly, evaluated objectively and promoted based on their
performance.
– Measure diversity and inclusion in employee sentiment
through pulse surveys
– Review of pay and performance parity, for new hires and all
employees
–Measurement and monitoring of diversity and inclusion in
employee sentiment

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Serko ESG report
GOVERNANCE

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Serko ESG report
in the best interests of Serko and its shareholders. The Board
is the ultimate decision-making body of the company and is
responsible for the corporate governance of the company. The
role and responsibilities of the Board are set out in the Board
Charter, which can be found on the investor centre of the
company ’s website.
The Board currently comprises an independent non-executive
Chair, two independent non-executive directors and two
executive directors, as detailed on the investor centre of the
company ’s website and in the latest Annual Report.
The Board has established two standing Board Committees to
assist in the execution of the Board’s responsibilities:
•
Audit and Risk Committee – The current members of
the Committee are Clyde McConaghy (Chair), Simon
Botherway and Claudia Batten. It is intended that
Simon Botherway will temporarily assume the role
of Committee Chair following completion of the full
year audit process (in June 2021) until such time as a
new non-executive director is appointed. All members
are independent, non-executive directors. Their
qualifications and experience are set out under Board
of Directors in the latest Annual Report; and
•
Remuneration and Nominations Committee – The
current members of the Committee are Claudia Batten
(Chair), Simon Botherway and Clyde McConaghy. It
is intended that Clyde McConaghy will assume the
role of Committee Chair following completion of the
full year audit process (in June 2021). All members
are independent, non-executive directors. Their
qualifications and experience are set out under Board
of Directors in the latest Annual Report.
Principle 1
Code of Ethical Behaviour
Directors should set high
standards of ethical behaviour,
model this behaviour and hold
management accountable for
these standards being followed
throughout the organisation.
The Board and management of Serko are very committed to
ensuring that Serko maintains corporate governance practices
that are in line with or, where possible, exceed best practice
and that Serko adheres to the highest ethical standards.
The Board has had regard to the NZX Listing Rules and a
number of corporate governance recommendations when
establishing its governance framework, including the current
NZX Corporate Governance Code dated 10 December 2020
(NZX Code) and the Fourth Edition of the Australian Securities
Exchange (ASX) Corporate Governance Council Principles and
Recommendations.
The NZX Listing Rules require Serko to formally report its
compliance against the recommendations contained in the
NZX Code. Serko’s implementation of these recommendations
is set out in this Corporate Governance Statement. The
Board considers that Serko’s corporate governance
structures, practices and processes have followed all of the
recommendations in the NZX Code during the financial year
ended 31 March 2021, except that it chose to undertake a
capital raising via a placement and share purchase plan (refer
to NZX Code recommendation 8.4) during the financial period.
Serko’s governance charters and policies can be found on the
investor centre of the company ’s website. Go to: www.serko.
com/investors. Serko’s corporate governance charters and
policies have been approved by the Board and are regularly
reviewed by the Board and amended (as appropriate) to reflect
developments in corporate governance practices and updates
to the NZX Code.
This statement is current as at 19 May 2021 and has been
approved by the Board.
STOCK EXCHANGE LISTINGS
Serko is listed on the New Zealand Stock Exchange (NZX Main
Board) and on the Australian Securities Exchange (ASX) as an
ASX Foreign Exempt Listing. As an ASX Foreign Exempt Listing,
Serko needs to comply with the NZX Listing Rules (other than
as waived by NZX) but does not need to comply with the vast
majority of the ASX Listing Rule obligations.
Serko is incorporated in New Zealand.
OVERVIEW OF SERKO’S GOVERNANCE STRUCTURE
The Serko Board has been appointed by shareholders to
protect and enhance the long-term value of Serko and to act
Governance

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Serko ESG report
suspected or anticipated wrongdoings within the Serko Group.
Serko’s Code of Ethics, Whistleblowing Policy and Anti-Bribery
& Corruption Policy are available on the investor section of the
company ’s website.
Serko is not a reporting entity under Australia’s Modern Slavery
Act 2018. However, our approach to corporate governance, as
outlined above, alongside our values, Code of Ethics, Anti-
Bribery & Corruption Policy and Whistleblowing procedures
assist us to mitigate the risks of modern slavery in our
operations. We strive for a culture where Serko people are
committed to doing the right thing, to using company policies
(such as the Code of Ethics) to help inform and determine what
the right thing is and to feel safe raising the alarm if they have
concerns.
As a listed company, Serko adheres to the best practice
recommendations determined by the NZX and ASX and all
Serko operations are overseen by Executives based in New
Zealand, Australia and the United States. The majority of
Serko’s employees are located in New Zealand, Australia
and the United States (81% of employees). These countries
are considered to have a low prevalence of modern slavery
and governments that take strong action against it
2
. Serko
employs a small number of people in China (19% of employees).
China is generally considered to have a higher prevalence
of modern slavery risk than New Zealand, Australia and the
United States
2
. Serko’s China operations are overseen by New
Zealand Executives. Each office shares centralised financial,
legal and company secretarial functions based in New Zealand.
The recruitment and remuneration processes for our directly
employed workforce are subject to Serko’s risk management
systems and, as a software company, our workforce tends to be
skilled labour. We don’t engage in financing or lending activities
that might support modern slavery. Given the visibility we
have over our operations, we consider our modern slavery and
human trafficking risk to be low.
The majority of goods and services we buy relate to
information and communications technology (ICT), marketing,
professional services and facilities-related goods and services
for the Serko Group. The majority of our direct suppliers are
located in New Zealand, Australia and the United States. These
geographies have a low prevalence of modern slavery and
governments that take strong action against it
2
. Based on our
knowledge of our direct supply chain, we consider our direct
supply chain modern slavery and human trafficking risk to be
low. We do not have full visibility over our indirect, extended
supply chains. However, we haven’t been made aware of any
human trafficking or modern slavery allegations against any
of our direct or indirect suppliers. If we are made aware of an
allegation, we will take appropriate action and ensure that it is
reported to the relevant authorities.
ETHICAL DEALINGS
The Board recognises that high ethical standards and
behaviours are central to good corporate governance and has
implemented a Code of Ethics (Code) to guide the behaviour of
its directors and employees.
Serko’s Code of Ethics establishes the framework by which
directors and staff of Serko are expected to conduct their
professional lives by facilitating behaviour and decision-
making that meets Serko’s business goals and is consistent
with Serko’s values, policies and legal obligations. Serko’s Code
of Ethics is available to staff on Serko’s intranet and forms part
of the induction process for new employees.
The Code of Ethics addresses:
•
Serko’s Values (see page 9 of this Report);
•
Conflicts of interest;
•
Receipt of gifts;
•
Proper use of Serko property and information;
•
Confidentiality;
•
Expected behaviours;
•
Compliance with laws and Serko policies;
•
Additional director responsibilities;
•
Delegated authority; and
•
Reporting issues regarding breaches of the Code, legal
obligations or other Serko policies.
Serko regularly reminds staff of their obligations to comply
with and report any concerns they have about compliance with
the Code of Ethics, Serko policies or legal obligations via staff-
wide communications on the Code and related policies. Serko
has established a designated email address, accessible only
by non-executive directors, for staff to confidentially raise any
concerns they may have. The Board reviews the Code at least
six-monthly and also expects any incidents arising under the
Code to be brought to directors’ attention immediately.
Serko has also implemented an Anti-Bribery and Corruption
Policy to reflect Serko’s commitment to conducting its
business in an honest and ethical manner. Serko takes a zero-
tolerance approach to bribery and corruption and is committed
to acting professionally, fairly and with integrity in all business
dealings and relationships. A gift register has been established
to record the receipt of gifts above prescribed limits, along
with a process for approving whether gifts can be retained.
In addition, Serko has implemented a stand-alone
Whistleblowing Policy to support the application of the Code
and define the process for raising concerns about actual,
2 The Walk Free 2018 Global Slavery Index, available from https://www.globalslaveryindex.org/resources/downloads/

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Serko ESG report
The Board has delegated a number of its responsibilities to
Board committees. The role of each committee is described
below.
To enhance efficiency, remain agile and ensure decision-
making occurs at the right level, the Board has also delegated
to the Chief Executive Officer the day-to-day leadership and
management of Serko. The Chief Executive Officer has formally
delegated certain authorities to his direct reports within set
limits. The Board regularly monitors and reviews management’s
performance in the execution of its delegated responsibilities
and the appropriateness of its Delegation of Authority Policy.
During the financial year, the Board met for 12 regularly
scheduled meetings. Directors also met regularly and often at
short notice for additional special meetings and to undertake
strategic planning for the business, manage Covid-19-related
risks and oversee the capital raising undertaken.
Board and committee meeting attendance during the year
ended 31 March 2021 is set out in the latest Annual Report.
BOARD MEMBERSHIP, SIZE AND COMPOSITION
The size of the Board is determined by the Board from time to
time, in accordance with the limitations prescribed in the NZX
Listing Rules and in accordance with the provisions of Serko’s
Constitution and the Board Charter.
As at 31 March 2021, the Board comprised five directors – being
the two co-founders and executive directors, Darrin Grafton
and Robert Shaw; and three independent non-executive
directors – Simon Botherway, Claudia Batten and Clyde
McConaghy. A biography of each director can be found on the
investor section of the company ’s website and in the latest
Annual Report.
The Remuneration and Nominations Committee is responsible
for making recommendations to the Board regarding the
Board’s size and composition. When recommending candidates
to act as a director, the Committee will take into account
factors it deems appropriate, including the diversity of
background, experience and qualifications of the candidate.
When appointing directors, the Board undertakes appropriate
background checks.
SECURITIES TRADING
Serko is committed to complying with legal and statutory
requirements with respect to ensuring directors and
employees do not trade Serko securities while in possession of
inside information.
Serko’s Securities Trading Policy and Guidelines apply to
all directors, officers, employees and contractors of Serko
and its subsidiaries. This Policy seeks to ensure that those
subject to the Policy do not trade in Serko securities if they
hold undisclosed price-sensitive information. The Policy sets
out additional rules, which includes the requirement to seek
company consent before trading and prescribes certain black-
out periods during which trading is prohibited.
Compliance with the Securities Trading Policy is monitored
through the consent process, through education and via
notification by Serko’s share registrar when any director or
senior manager trades in Serko securities. All trading by
directors and senior managers (as defined by the Financial
Markets Conduct Act 2013) is required to be reported to NZX
and recorded in Serko’s securities trading registers.
Principle 2
Board Composition &
Performance
To ensure an effective Board,
there should be a balance of
independence, skills, knowledge,
experience and perspectives.
ROLE OF THE BOARD
The Board of Directors (the Board) is elected by shareholders
to govern Serko in the interests of its shareholders and to
protect and enhance the value of Serko’s assets. The Board
is responsible for corporate governance and Serko’s overall
strategic direction and is the overall and final body responsible
for all decision-making within Serko. The Board Charter
describes the Board’s roles and responsibilities and regulates
internal Board procedure.

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Serko ESG report
At the time of appointment, each new director signs a
comprehensive letter of appointment setting out the terms
of their appointment, including their duties and expectations
in the role. Each director also receives a copy of Serko’s
Corporate Governance Manual (comprising all of Serko’s core
governance documents) and is introduced to the business
through a tailored induction programme. All directors are
regularly updated on relevant industry and company issues
and are expected to undertake training to remain current
on how to best perform their duties as directors of Serko.
During the Board’s annual evaluation process, training needs
are considered to assist directors to remain upskilled on the
business, industry and legislative developments.
All directors have access to senior management to discuss
issues or obtain information on specific areas or items to
be considered at Board meetings and each director actively
utilises this access to support the company and its executives.
The Board, Board committees and each director have the right
to seek independent professional advice at Serko’s expense to
assist them in carrying out their responsibilities.
The Board undertakes a regular review of its own and its
committees’ performance. This is to ensure it has the right
composition and appropriate skills, qualifications, experience
and background to effectively govern Serko and to monitor
Serko’s performance in the interests of shareholders. During
the financial period ended 31 March 2021, performance reviews
took place in accordance with that process.
INDEPENDENCE OF DIRECTORS
A majority of Serko’s directors are independent. The factors
the company takes into account when assessing the
independence of its directors are set out in the NZX Code and
the Board Charter. Generally speaking, a director is considered
to be independent if that director is not an employee of
Serko and if the director has no direct or indirect interest or
relationship that could reasonably influence or be perceived to
influence, in a material way, the director’s decisions in relation
to Serko.
The Board has determined that each of the non-executive
directors are independent directors for the purposes of the
NZX Listing Rules and in accordance with the Board Charter
criteria.
The Board’s broader commitment to diversity includes building
diversity of thought within the Board. The current Board
has a broad range of experience and skills, both locally and
internationally, that are appropriate to meet its objectives.
To assist in maintaining an appropriate mix of experience, the
Board has developed a comprehensive skills matrix. Areas
of expertise and experience that have been identified as
particularly relevant to governing Serko’s business include,
among other skills:
•
Innovation, entrepreneurship and partnership;
•
Digital business and high-growth technology;
•
International travel industry knowledge;
•
Marketing, sales and channel management in core
markets;
•
Governance, legal and compliance;
•
Strategy and operations;
•
Finance, accounting and risk management;
•
Capital markets; and
•
Public company director experience.
The Board regularly reviews its skills matrix as part of its
succession planning and considers the appropriate mix of skills
required to govern Serko as its strategy evolves and Serko
expands internationally. The Board has identified that the
appointment of a new director will be required over the next
couple of years to support Board renewal. The recruitment of
a new director was delayed during 2020 to enable the Board
to focus its attention on overseeing and guiding the business
through the challenging operating environment caused by
Covid-19. However, the Board is now actively searching for a
new non-executive director to join the Board.
The average tenure of non-executive directors is currently
seven years.
BOARD APPOINTMENT, TRAINING AND EVALUATION
The procedure for the appointment and removal of directors
is ultimately governed by the company ’s Constitution and
relevant NZX Listing Rules. A director is appointed by ordinary
resolution of the shareholders although the Board may fill a
casual vacancy. Every director appointed by the Board must
submit himself or herself for reappointment by shareholders
at the next annual meeting following his or her appointment.
Directors are subject to the rotation requirements set out in
the NZX Listing Rules.

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Serko ESG report
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 uses committees to deal with issues requiring
detailed consideration, thereby enhancing the efficiency
and effectiveness of the Board. However, the Board retains
ultimate responsibility for the functions of its committees and
determines each committee’s roles and responsibilities.
The current standing committees of the Board are:
•
Audit and Risk Committee; and
•
Remuneration and Nominations Committee.
Details of the roles and responsibilities of these committees
are described in their respective charters and summarised
below. From time to time the Board may constitute an ad-
hoc committee to deal with a particular issue that requires
specialised knowledge and experience.
AUDIT AND RISK COMMITTEE
The primary function of the Audit and Risk Committee is to
assist the Board in fulfilling its oversight responsibilities
relating to Serko’s risk management and internal control
framework, the integrity of its financial reporting and its
auditing processes.
Under the Audit and Risk Committee Charter, the Committee
must be comprised of a minimum of three members who
are each non-executive directors, the majority of whom are
also independent directors and at least one director with an
accounting or financial background. Further, the Chair of the
Committee is required to be independent and not be the Chair
of the Board. The Chair of the Committee is not permitted
to have been an audit partner or senior manager at Serko’s
external audit firm within the past three years.
The current members of the Committee are Clyde McConaghy
(Chair), Simon Botherway and Claudia Batten. It is intended
that Simon Botherway will temporarily assume the role of
Committee Chair following completion of the full year audit
process (in June 2021) until such time as a new non-executive
director is appointed. All members are independent, non-
executive directors. Their qualifications and experience are
set out in the latest Annual Report. Simon Botherway has a
financial background.
The Board will review any determination it makes on a
director’s independence on becoming aware of any new
information that may affect that director’s independence. For
this purpose, directors are required to ensure they immediately
advise Serko of any new or changed relationship that may
affect their independence or result in a conflict of interest.
The Board supports the separation of the role of Chair and
Chief Executive Officer. The current Chair, who was appointed
during the financial year, has been elected by the Board from
the independent directors, in accordance with the terms of
the Board Charter. The Chair’s role is to manage and provide
leadership to the Board and to facilitate the Board’s interface
with the Chief Executive Officer.
CONFLICTS OF INTEREST
The Board is conscious of its obligations to ensure that
directors avoid conflicts of interest (both real and perceived)
between their duty to Serko and their own interests. The Board
Charter outlines the Board’s policy on conflicts of interest.
Serko maintains an interests’ register in which relevant
disclosures of interest and securities dealings by the directors
are recorded.
COMPANY SECRETARY
The Company Secretary, who is also the General Counsel, is
responsible for supporting the effectiveness of the Board by
ensuring that its policies and procedures are followed and
for coordinating the completion and dispatch of the Board
agendas and papers. The Company Secretary is directly
accountable to the Board, via the Chair, on all governance
matters.
DIVERSITY & INCLUSION
Serko has adopted a Diversity and Inclusion Policy and is
committed to achieving diversity in the skills, attributes and
experience of its Board members, management and staff
across a broad range of criteria (including but not limited to,
culture, gender and age). The Board as a whole is responsible
for overseeing and implementing the Diversity and Inclusion
Policy but has delegated to the Remuneration and Nominations
Committee the responsibility to develop and to recommend
measurable objectives to the Board that are designed to
adhere to Serko’s Diversity and Inclusion Policy. See pages
10-11 of this Report for further information regarding Serko’s
Diversity and Inclusion Policy and practices and the Board’s
assessment of Serko’s progress towards achieving its diversity
objectives.

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Serko ESG report
MARKET DISCLOSURE POLICY
Serko has adopted a Market Disclosure Policy that guides
the company ’s compliance with the continuous disclosure
requirements of the NZX Main Board. In addition, directors and
management consider at each Board meeting whether there
are any issues that have arisen that require disclosure to the
market.
Serko has established a Disclosure Committee whose role it is
to determine whether information is ‘material information’ and
whether the material information is required to be released
to the NZX. The Disclosure Committee comprises the Board
Chair, the Audit and Risk Committee Chair, the Chief Executive
Officer and the Chief Financial Officer.
GOVERNANCE POLICIES AND PROCEDURES
Serko’s governance charters and policies can be found on the
investor centre of the company ’s website.
FINANCIAL REPORTING
The Board is responsible for ensuring the integrity of its
financial reporting. The Audit and Risk Committee closely
monitors financial reporting risks in relation to the preparation
of the financial statements. The Audit and Risk Committee,
with the assistance of management, also works to ensure
that the financial statements are founded on a sound system
of risk management and internal control and that the system
is operating effectively in all material respects in relation to
financial reporting risks.
As part of this process, the Chief Executive Officer and Chief
Financial Officer are required to state in writing to the Board
that, to the best of their knowledge, the company ’s financial
reports:
•
Present a true and fair view of the company ’s financial
condition and operational results;
•
Are prepared in accordance with the relevant
accounting standards; and
•
Are founded on a sound system of risk management and
internal control that is operating effectively.
NON-FINANCIAL REPORTING
To assist shareholders to make meaningful investment
decisions, in addition to reporting historical statutory financial
information, Serko is committed to providing shareholders
with a balanced and understandable assessment of its
performance, business model, strategic objectives and
REMUNERATION AND NOMINATIONS COMMITTEE
The primary function of the Remuneration and Nominations
Committee is to oversee remuneration policies and practices
at Serko, oversee management succession planning and
consider the composition of the Board and recommend
candidates to fill Board vacancies as and when they arise.
The Committee is also tasked with annually monitoring and
evaluating the company ’s performance with respect to its
Diversity and Inclusion Policy.
Under the Remuneration and Nominations Committee Charter,
the Committee must be comprised of a minimum of three
members, a majority of whom are independent directors.
All members of the Committee are currently independent
directors. The Chair of the Committee is also required to be
independent.
The current members of the Committee are Claudia Batten
(Chair), Simon Botherway and Clyde McConaghy. It is intended
that Clyde McConaghy will assume the role of Committee Chair
following completion of the full year audit process (in June
2021). All members are independent, non-executive directors.
Their qualifications and experience are set out in the latest
Annual Report.
TAKEOVER RESPONSE GUIDELINES
Serko’s independent directors have received comprehensive
legal advice on their directors’ duties, and the process to
be followed, in the event of a takeover offer. The Board has
formally adopted this advice as the guidelines to be applied in
the event of a takeover offer.
Principle 4
Reporting & Disclosure
The Board should demand
integrity in financial and non-
financial reporting and in the
timeliness and balance of
corporate disclosures.
Serko is committed to the promotion of investor confidence
by ensuring that the trading of company shares takes place
in an efficient, competitive and informed market. The Board
is tasked with ensuring the integrity of financial and non-
financial reporting to shareholders.

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Serko ESG report
receive a portion of their directors’ fees in shares for the first
three months of FY21. This was to assist Serko to manage
expenditure during this challenging period.
The Board has determined to increase the fees payable to
non-executive directors in FY22 to reflect the ongoing time
commitment required by non-executive directors to oversee
the rapid scaling and internationalisation of the business and
to attract a new non-executive director to the Board.
The non-executive directors do not receive any performance-
based remuneration to ensure incentives do not conflict with
non-executive directors’ obligations to bring independent
judgement to matters before the Board. However, it is Serko’s
policy to encourage directors to hold shares in the company.
As detailed in the Annual Report, each director currently holds
shares in Serko.
In 2017, a fixed trading plan (Plan) was established in
accordance with section 260 of the Financial Markets Conduct
Act 2013 to enable non-executive directors to invest a portion
of their annual directors’ fees in Serko shares on a monthly
basis and over a fixed term of three years (Term). The Term
expired on 1 January 2021. Under the Plan, an independent
broker automatically applied the designated fees to the
monthly acquisition of shares on-market during the Term.
Once a non-executive director has entered the Plan, they have
no ability to influence share trading decisions and no ability to
withdraw from the Plan before the end of the Term. Further,
the directors are not permitted to trade any shares acquired
under the Plan for the duration of their tenure as directors of
Serko (except in the event of a takeover). Mr Botherway and
Ms Batten were participants in the Plan until it expired. The
adoption of a new Plan will be considered by the Board when a
new non-executive director has been appointed as part of the
Board’s succession planning process.
In addition to the remuneration detailed above, at the time
of the initial public offering (IPO) in June 2014, the Board
introduced (with the approval of Serko’s existing shareholders)
a loan facility for the independent directors, which enabled
non-executive directors to acquire a specified number of Serko
shares at the time of the IPO (Director Loan Shares). This loan
was initially extended in June 2017 for a further three years
expiring on 30 June 2020. Mr Botherway ’s and Mr McConaghy ’s
loans were subsequently extended until 30 January 2021 and
30 June 2021 respectively. This was owing primarily to the
inability to sell down a portion of the Director Loan Shares
to offset the loan amount, and associated tax obligations,
as a result of the impacts of Covid-19 on the finalisation of
Serko’s financial statements at the time the loans fell due. Mr
Botherway subsequently repaid his loan in November 2020. Mr
McConaghy ’s loan is due for repayment on 30 June 2021.
progress against meeting those objectives at each earnings
announcement and in its full-year reports.
Serko is committed to developing long-term value creation. As
part of this commitment, Serko’s Board is focused on delivering
a sustainable future for its business, people, customers and
communities by doing what is right. To demonstrate this, Serko
has chosen to report against the UN Sustainable Development
Goals (SDGs). SDGs are a set of global initiatives set by the
United Nations for everyone to contribute to.
For Serko the SDGs are a way to see which areas of
sustainability it is directly contributing to and how they relate
to a larger vision for positive change. Information about
Serko’s ESG initiatives are set out in this Report. Serko’s ESG
framework remains under development and will continue to be
progressed over time.
Principle 5
Remuneration
The remuneration of directors and
executives should be transparent,
fair and reasonable.
Serko is committed to remunerating its non-executive
directors, executive directors and employees fairly,
transparently and reasonably.
NON-EXECUTIVE DIRECTOR REMUNERATION
In August 2019, Serko’s shareholders approved a total cap of
NZ$450,000 per annum for non-executive directors’ fees for
the purposes of the NZX Listing Rules, providing flexibility
for Serko to appoint an additional non-executive director in
the future. As noted above, the recruitment of a new director
was delayed during 2020 to enable the Board to focus its
attention on overseeing and guiding the business through
the challenging operating environment caused by Covid-19.
However, the Board is now actively searching for a new non-
executive director to join the Board.
The fixed annual fees to apply to all non-executive directors
during FY22, and actual fees paid to non-executive directors
during FY21, are set out in Serko’s latest Annual Report.
In light of the challenging operating environment caused by
Covid-19 and related travel restrictions (which have materially
impacted Serko’s revenues), the non-executive directors
either agreed to take a reduction in their directors’ fees or to

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Serko ESG report
•
A discretionary short-term incentive (STI) may be
offered for permanent employees, at the discretion of
the Chief Executive Officer (or the Board in the Chief
Executive Officer’s and Chief Strategy Officer’s case).
Serko’s STI is performance based, with any STI payment
being conditional on satisfaction of pre-determined
company and individual performance objectives;
•
A discretionary sales/business development incentive
plan (SIP) may be offered to sales and business
development staff, at the discretion of the Chief
Executive Officer. The structure of such incentives
is approved by the Board. The SIP is designed to
incentivise sales and business development staff to
meet or exceed sales/business development targets;
•
A long-term incentive (LTI) may be offered, as approved
by the Board. Serko’s LTI schemes are designed to:
–
Attract and retain key people within the business;
–
Align remuneration with long-term shareholder
value; and
–
Reward the achievement of Serko’s strategies and
business plans. KPIs are used to assess whether pre-
performance hurdles have been met before the Board
authorises the granting of long-term incentives for
the upcoming financial year.

In some cases, post-grant performance hurdles are
also applied to individual LTI grants. Serko operates
long-term incentive schemes that offer participants
a future right to acquire Serko shares in the form
of restricted share units or options. Restricted
share units generally vest within three years after
the allocation date. Options generally vest in four
tranches commencing two years after they are granted,
subject to continued employment. A restricted share
scheme, previously used to incentivise employees,
was grandfathered in July 2019. The last tranche
of restricted shares will vest on 11 March 2022. No
director or employee is permitted to enter into financial
products or arrangements that operate to limit the
economic risk of their vested or unvested entitlements.
In addition, Serko may offer benefits that have a monetary
benefit to employees but which are not considered part of
remuneration.
Each year a review is carried out to benchmark salaries against
the market and remuneration is reviewed accordingly.
The Remuneration and Nominations Committee is responsible
for overseeing the remuneration of the company ’s senior
executives in consultation with the Chief Executive Officer.
The company ’s senior executives are subject to regular
performance reviews. The performance of senior executives
The non-executive directors are entitled to be reimbursed
for all reasonable travel, accommodation and other expenses
incurred by them in connection with their attendance at Board
or shareholder meetings or otherwise in connection with
Serko’s business. These expenses were minimal during the
financial year because of the inability of overseas directors to
travel as a result of Covid-19-related travel restrictions.
Due to Australian legislative requirements, superannuation
is payable to our Australian resident non-executive director
for time dedicated to Serko while working in Australia. No
retirement benefits will be paid to other non-executive
directors on their retirement.
REMUNERATION POLICY
The purpose of Serko’s Remuneration Policy is to outline
the remuneration principles that apply to all directors and
employees to ensure remuneration practices within Serko
are fair and appropriate and there is a clear link between
remuneration and employee performance.
Serko’s Remuneration Policy supports the company to attract
and retain high–calibre people to achieve the company ’s
business objectives and create shareholder value.
Serko’s Remuneration Policy is guided by the principles that
remuneration practice should:
•
Be clearly aligned with Serko’s values, culture and
corporate strategy;
•
Support the attraction, retention and engagement of
employees;
•
Be understood by employees;
•
Be equitable and flexible;
•
Appropriately reflect market conditions and
organisational context;
•
Recognise individual performance and competency,
rewarding individuals for achieving high performance;
and
•
Recognise company performance and the creation of
shareholder value.
The Remuneration Policy is available on the investor section of
the company ’s website and is in the process of being reviewed.
Under Serko’s remuneration framework, remuneration includes
a mix of the following fixed and variable components:
•
Fixed remuneration, which includes base salary
and employer KiwiSaver (or overseas equivalent)
contributions (where relevant);

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Serko ESG report
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.
Serko is committed to proactively and consistently managing
risk to:
•
Enhance and protect Serko’s value by delivering on its
commitments and meeting stakeholders’ expectations;
•
Allow Serko to pursue opportunities in an informed way
and aligned with the Board’s risk appetite; and
•
Ensure a safe and secure environment for Serko people
(employees and contractors), partners and customers.
Serko’s Risk Management Policy is included in Serko’s
Corporate Governance Manual (published on Serko’s website).
Serko has designed and implemented a comprehensive risk
management framework for oversight and management of
financial and non-financial business risks, as well as related
internal compliance systems.
is reviewed by the Chief Executive Officer who meets with
each senior executive to discuss their performance, as
measured against agreed key performance targets (both
financial and non-financial). During the year ended 31 March
2021, performance reviews took place in accordance with that
process.
EXECUTIVE DIRECTOR REMUNERATION
The executive directors, Darrin Grafton and Bob Shaw, receive
remuneration and other benefits in their respective executive
roles as Chief Executive Officer and Chief Strategy Officer and,
accordingly, do not receive directors’ fees. Their remuneration
packages are set by the Board to reflect the scope and
complexity of each role, with reference to comparative market
data.
Mr Grafton and Mr Shaw ’s remuneration comprises: a fixed
base salary; a short-term incentive up to a maximum target
value of 50% of their base salary; and a long-term incentive up
to a maximum target value of 100% of their base salary. The
total remuneration and value of other benefits earned by, or
paid to, each executive director during, and in respect of, the
financial period ended 31 March 2021 is included in the latest
Annual Report. This remuneration composition will carry
forward into FY22.
Objectives are used to assess whether pre-performance
hurdles are met in relation to the granting of long-term
incentives for the upcoming financial year and for determining
any short-term incentive payable for the current financial year.
The executive directors’ performance is reviewed by the Board
annually. Following the financial period ended 31 March 2021,
performance reviews took place in accordance with that
process.
No termination payments are payable to the executive
directors in the event of serious misconduct.

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Serko ESG report
The Board has ultimate responsibility for Serko’s risk
management and internal control system, setting the
‘tone at the top’ with regards to risk culture. The Audit and
Risk Committee, under delegation from the Board and in
conjunction with management, regularly reports to the Board
on the effectiveness of the company ’s management of its
material business risks and whether the risk management
framework and systems of internal compliance and control
are operating effectively and efficiently in all material
respects. The Audit and Risk Committee conducts at least
quarterly reviews of Serko’s risk management framework,
risk appetite and principal risks, to satisfy itself that the
company ’s approach to risk continues to be sound. This
cadence increased to a monthly review of principal risks by the
Committee for the first quarter of the financial year to actively
monitor and manage the increase in risk presented by Covid-19
and related travel restrictions. Further details on Serko’s risks
and risk management processes are detailed on pages 25-28 of
this Report.
Principle 7
Auditors
The Board should ensure the
quality and independence of the
external audit process.
EXTERNAL AUDITOR INDEPENDENCE
Serko has adopted an External Audit Independence Policy that
requires, and sets out the criteria for, the external auditor to
be independent. The Policy recognises the importance of the
Board’s role in facilitating frank dialogue among the Audit and
Risk Committee, the auditor and management.
The Policy prescribes the services that can and cannot be
undertaken by the external auditor, which are designed to
ensure that services provided by Serko’s external auditor are
not perceived as conflicting with its independent role.
The Policy requires that the key audit partner is changed at
least every five years so that no such persons shall be engaged
in an audit of Serko for more than five consecutive years.
As such, the key audit partner is due for rotation during the
2022 financial year. Serko last rotated its audit firm in 2017,
in accordance with this Policy and the NZX Listing Rules. In
addition, three years must expire between the rotation of an
audit partner and that partner’s next engagement by Serko.
The Audit and Risk Committee Charter requires the Committee
to facilitate the continuing independence of the external
auditor by assessing the external auditor’s independence and
qualifications and overseeing and monitoring its performance.
This involves monitoring all aspects of the external audit,
including the appointment of the auditor, the nature and
scope of its audit and reviewing the auditor’s service delivery
plan. In carrying out these responsibilities the Audit and
Risk Committee meets regularly with the auditor without
executive directors or management present, and the key audit
partner has direct contact with the Chair of the Audit and Risk
Committee.
The auditor is restricted in the non-audit work it may perform,
as detailed in Serko’s External Audit Independence Policy. For
further details on the audit fees paid and work undertaken
during the period, refer to the latest Annual Report. The Audit
and Risk Committee regularly monitors the ratio of fees for
audit to non-audit work.
INTERNAL AUDIT FUNCTION
Serko does not have a dedicated internal auditor, instead
internal controls are managed on a day-to-day basis by the
finance team. Compliance with internal controls is reviewed
annually by Serko’s auditor. The Board and finance team
regularly consider how Serko can improve its internal audit and
risk management practices during Serko’s annual governance
review, quarterly risk reviews, preparation of interim and full-
year financial statements and following Serko’s annual audit.
Principle 8
Shareholder Rights & 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
Serko is committed to maintaining a full and open dialogue
with its shareholders (and other interested stakeholders).
The company has in place an investor relations programme
to facilitate effective two-way communications with
shareholders.

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Serko ESG report
The aim of the company ’s communications programme is to
provide shareholders with information about the company
and to enable them to actively engage with the company and
exercise their rights as shareholders in an informed manner.
The company facilitates communications with shareholders
through written and electronic communications and by
facilitating shareholder access to directors, management and
the company ’s auditor.
The company provides shareholders with communications
through the following channels:
•
The investor section of the company ’s website;
•
Full-year reporting and half-year results;
•
The annual shareholders’ meeting;
•
Regular disclosures on company performance and news
via stock exchange online disclosure platforms; and
•
Disclosure of presentations provided to analysts and
investors during regular briefings.
Serko’s website is an important part of the company ’s
shareholder communications strategy. Included on the website
is a range of information relevant to shareholders and others
concerning the operation of the company. In addition, this
year, Serko has prepared and published on its website this ESG
Report, which outlines its governance practices.
Shareholders may, at any time, direct questions or requests
for information to directors or management through Serko’s
website or by sending emails to investor.relations@serko.com.
Serko provides shareholders with the option to receive
communications from, and send communications to, the
company and its share registrar electronically. A large number
of Serko shareholders have elected to receive electronic
communications.
SHAREHOLDER VOTING RIGHTS
In accordance with the Companies Act 1993, Serko’s
Constitution and the NZX Listing Rules, Serko refers major
decisions that may change the nature of Serko to shareholders
for approval.
Serko conducts voting at its shareholder meetings by way of
polls, reflecting the principle of one share, one vote. Further
information on shareholder voting rights is set out in Serko’s
Constitution.
ANNUAL SHAREHOLDERS’ MEETING
Serko’s 2021 Annual Shareholders’ Meeting will be held in
August 2021. The meeting is intended to be conducted as a
hybrid meeting, enabling shareholders to attend in person
(subject to any Covid-19-restrictions) or participate in the
meeting virtually. A hybrid meeting is considered to provide
the broadest opportunity for shareholder engagement with
the company. Shareholders will be given an opportunity at the
meeting to ask questions and comment on relevant matters.
In addition, Serko’s auditor, Deloitte, will be available to answer
any questions about its audit report. A Notice of Meeting will
be sent to shareholders in advance of the meeting.
ADDITIONAL EQUITY CAPITAL
As previously announced, Serko undertook a placement to
raise approximately $47.5 million issue of new shares in Serko
(the Placement). The Placement price of $4.55 per share was
determined via a bookbuild.
The Placement was followed by a non-underwritten Share
Purchase Plan (SPP) of up to approximately $10 million of new
shares to existing shareholders (together with the Placement,
the Capital Raising). Serko subsequently elected to accept
$10 million of oversubscriptions, bringing the total amount of
capital raised under the SPP to $20 million.
The equity raised by the issue of new shares under the Capital
Raising is intended to accelerate the execution of growth
strategies.
Of the approximately 10.4 million shares sold across the
Placement, approximately 1.1 million were issued to new
investors and approximately 9.3 million were issued to existing
shareholders. Serko determined the respective allocations of
investors by applying the following key objectives and criteria:
•
Serko used best efforts to allocate to existing eligible
shareholders, who bid for up to their pro-rata share in
placement shares under the Placement, their full bid;
and
•
For the remaining shares under the Placement, bids
from existing shareholders received preferential
treatment, and a limited number of bids were accepted
by select new investors with investment strategies that
Serko believes are aligned with its business.
As far as Serko is aware, there were no significant exceptions
or deviations from those objectives and criteria. Existing
shareholders who did not participate in the Placement were
able to participate in the SPP.

24
Serko ESG report
In particular, the SPP permitted each eligible shareholder to
apply for up to NZ$50,000 / A$46,500 of new shares at an issue
price of $4.55 per share, being the price paid by investors
in the Placement. The issue of shares under the SPP was
undertaken, in New Zealand, pursuant to NZX Listing Rule 4.3.1,
as modified by the Class Waiver and the Serko Waiver (each
as described in the latest Annual Report), and, in Australia,
in accordance with the relief granted under ASIC Instrument
20-0909 (ASIC Instrument) and ASIC Corporations (Share and
Interest Purchase Plans) Instrument 2019/547 as amended by
the ASIC Instrument.
The $10 million SPP closed oversubscribed, receiving strong
shareholder support, with Serko receiving applications
totalling approximately $25 million. As noted above,
Serko elected to accept $20 million of capital via the
SPP. Applications were scaled on a proportionate basis in
accordance with the number of Serko shares held by applicants
on the SPP record date.
The Board determined, having received advice on options for
the structure of the Capital Raise, to undertake the Capital
Raising by way of the Placement and SPP for these reasons:
•
The Placement and SPP could be, and was, sized
and structured in such a way as to enable almost
all shareholders to apply for at least their pro rata
shareholding in Serko;
•
By utilising the increased SPP cap to enable
shareholders to apply for up to NZ$50,000 / A$46,500
worth of shares in the SPP and by electing to accept
$10 million of SPP oversubscriptions, approximately
99% of shareholders (with holdings of up to
approximately 100,000
3
) were able to maintain their
respective pro rata shareholdings. Serko expects that
shareholders with holdings greater than this amount
would likely have been able to participate in the
Placement either directly as an institution or indirectly
through retail broker firms;
•
The SPP enabled smaller shareholders to participate
in the equity raising at the same price as Placement
participants but with the benefit of having a longer
offer period to consider participation.
3 At the time of the capital raising less than 60 shareholders held parcels over 100,000.

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Serko ESG report
RISK
MANAGEMENT

26
Serko ESG report
STRATEGICOPERATIONALFINANCIALEXTERNAL
INHERENT RISKS OF DOING BUSINESS
RISK APPETITE
ARC
1
BIANNUALLY
ONSTRATEGY RISKS
CONTROL AND MITIGATION
PRINCIPAL RISKS
ARC BIANNUALLY
CONTROL/DFA
2
FRAMEWORK
MONTHLY BOARD REVIEW
OPERATIONAL RISKS
PRINCIPAL RISKS
FINANCIAL RISKS
OPERATIONAL EXPOSURES
Zero/Low Tolerance:
O-Strategy, Compliance, Health and
safety risks to be avoided.
RISK MANAGEMENT FRAMEWORK
Serko has designed and implemented a comprehensive risk
management framework for the oversight and management of
financial and non-financial business risks, as well as related
internal compliance systems that are designed to:
•
Optimise the return to, and protect the interests of,
stakeholders;
•
Safeguard the company ’s assets and maintain its
reputation;
•
Improve the company ’s operating performance;
•
Fulfil the company ’s strategic objectives; and
•
Manage the risks associated with Serko’s operations.
RISK MANAGEMENT
Serko Limited is committed to proactively and consistently
managing risk to:
•
Enhance and protect Serko’s value by delivering on our
commitments and meeting stakeholders’ expectations;
•
Allow Serko to pursue opportunities in an informed way
and aligned with the Board’s risk appetite; and
•
Ensure a safe and secure environment for Serko people
(employees and contractors), partners and customers.
Serko’s Risk Management Policy is included in Serko’s
Corporate Governance Manual (published on Serko’s website).
Risk Management
1 Audit and Risk Committee
2 Delegated Financial Authority

27
Serko ESG report
HEALTH AND SAFETY RISKS
The Board and management have sought to establish leading
practices appropriate for an online, office-based employer
within Serko that promote a safe and healthy working
environment for everyone working in, or interacting with,
Serko’s business. Serko adopted a Health and Safety Policy that
requires Serko’s people to take all practicable steps to provide
a working environment that promotes health and wellbeing,
while minimising the potential for risk, personal injury, ill health
or damage.
The Board reviews health and safety reports at each Board
meeting and oversees a detailed programme of work to ensure
Serko remains compliant with its health and safety obligations
under relevant health and safety legislation. In addition, the
Remuneration and Nominations Committee carries out a
detailed review of health and safety risks and strategy each
quarter.
Serko is focused on the wellbeing and mental health of all
Serko people to support employees to feel and perform at
their best. Serko supports its people with an outsourced
globally accessible Employee Assistance Programme, which
is promoted to encourage usage. In addition, our wellness
programme continued to receive positive feedback from
participants and was reinforced throughout our period of
remote working (during the Covid-19 pandemic) encouraging
personal innovation, connectedness, resilience and personal
support.
Serko ensured rigorous health and safety practices throughout
the pandemic, which included making swift decisions to
close offices, providing personal protective equipment and
encouraging social distancing and high levels of hygiene
practices when offices did reopen. Serko introduced
new heightened levels of communication throughout our
organisation while employees were working from home and
the Board met weekly to monitor associated health and safety
risks. Our Pandemic Policy was reviewed and updated ensuring
the health of our employees, clients and communities. As a
result, we saw strong employee engagement and retention
throughout the year. Enforced work from home practices also
saw a reduction in illness throughout the year. These practices
will carry through to the future, and with offices being able to
reopen we are now evolving lessons learned from Covid-19 to
further improve our flexible working practices to encourage
increased levels of employee wellbeing.
PRINCIPAL BUSINESS RISKS:
Principal business risks for Serko are:
•
Maintaining product integrity through protecting its
intellectual property against competition, protecting
the security of its systems and sensitive data against
cyber attacks and/or accidental disclosure and
ensuring continuity of service;
•
Remaining a leader in corporate travel technology and
not being disrupted through the emergence of new
technology or competition;
•
Achieving a sustainable financial position, while
managing: the effects of Covid-19, expansion into
new markets, unpredictable sales cycles, reliance
on travel management resellers (TMCs) and revenue
concentration among the largest TMC customers;
•
Retaining and attracting the resources and talent
necessary to deliver enhancements and manage
growth; and
•
Non-controllable global geopolitical or environmental
impacts that could affect corporate travel volumes.
Serko has in place mitigation strategies for managing each
of these risks within Board-defined tolerances based on
the approved risk appetite statement. In addition to its
key mitigation strategies, Serko maintains comprehensive
insurance coverage.
As a result of the increased risk ratings for a number of Serko’s
principal risks owing to the material change in operating
environment caused by Covid-19, the Board significantly
increased its monitoring of principal risks during the period to
ensure the increased risks were appropriately managed and
mitigated.

28
Serko ESG report
Serko maintains a robust security management program
and its software to be Payment Card Industry Data Security
Standard (PCI DSS) compliant. Serko regularly reviews the
management of its cyber security risks and related systems
and processes, using external parties for independent testing
as appropriate. Serko strives to continually improve these risk
management systems as it scales.
Serko hosts its data in Microsoft Azure data centres in several
geographic locations. All locations have the same security
practices and procedures in place to protect Serko’s and our
customers’ information.
Serko has a global data protection framework and privacy
program in place that is designed to enable management of
personal data in compliance with the regulations in regions
where Serko operates.
TECHNOLOGY PLATFORM AND INFORMATION SECURITY
RISKS
As Serko continues to expand into international markets and
rapidly increases the number of customers transacting on our
platform, we must ensure our platform is scalable. We closely
monitor all relevant aspects of the platform to identify areas
that may need to be addressed to ensure future performance
robustness.
As the incidence of cyber attacks increases, Serko is
committed to protecting its customers’ data and has partnered
with industry-leading security vendors to leverage their
platforms and expertise to protect its systems. Serko has a
dedicated Chief Information Security Officer who, along with
the Security Team, is tasked with managing these risks and
ensuring that our processes and software aim to maintain best
practice standards of protection.
Serko takes a risk-based approach to security, which means
tighter security controls are implemented where risks to the
business and our customers is higher. To manage security
risks within Serko’s risk appetite, processes are established for
identification, assessment and treatment of security risks.

Serko Environmental, Social & Governance Report 2021
www.serko.com

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1
Serko annual report
ABOUTSERKO
03
SUMMARY
05
LETTER
06
STRATEGICOVERVIEW
10
OURPRODUCTS
12
LEADERSHIP
16
MANAGEMENTCOMMENTARY
20
FINANCIAL STATEMENTS
34
GOVERNANCE &DISCLOSURES
78
CORPORATERESPONSIBILITY
18
GLOSSARY & DIRECTORY
94
2021 Annual Report

2
Serko annual report
We have a vision to reinvent business travel retailing with the world’s rst business travel
marketplace.
To achieve this we’re on a mission to connect the world’s business travellers with the universe
of travel content, providing travel buyers with the content, information and services they need
at every stage of the journey to create a connected trip.
Serko is a leader in online travel booking and expense management for the business travel
market. Zeno is Serko’s next generation travel management application, using intelligent
technology, predictive workows 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 is headquartered in New Zealand, with
o‰ces across Australia, China and the United States.
Visit www.serko.com for more information.
About Serko
Our Purpose
SERKO 2021
ANNUAL REPORT
This Annual Report is dated 19 May 2021 and is signed on behalf of the Board of Directors (Board) of Serko
Limited by Claudia Batten, Chair, and Darrin Grafton, Chief Executive Officer (CEO).
DARRIN GRAFTON
CHIEF EXECUTIVE OFFICER
CLAUDIA BATTEN
CHAIR

3
Serko annual report
ABOUTSERKO
03
SUMMARY
05
LETTER
06
STRATEGICOVERVIEW
10
OURPRODUCTS
12
LEADERSHIP
16
MANAGEMENTCOMMENTARY
20
FINANCIAL STATEMENTS
34
GOVERNANCE &DISCLOSURES
78
CORPORATERESPONSIBILITY
18
GLOSSARY & DIRECTORY
94
We have a vision to reinvent business travel retailing with the world’s rst business travel
marketplace.
To achieve this we’re on a mission to connect the world’s business travellers with the universe
of travel content, providing travel buyers with the content, information and services they need
at every stage of the journey to create a connected trip.
Serko is a leader in online travel booking and expense management for the business travel
market. Zeno is Serko’s next generation travel management application, using intelligent
technology, predictive workows 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 is headquartered in New Zealand, with
o‰ces across Australia, China and the United States.
Visit www.serko.com for more information.
About Serko
Our Purpose

4
Serko annual report
ffi()-


(
$22.3m
)
$80m
ffi()-()-))
()  )
((
() 
ffi()-((
-)
-63%
ffi()--)(--
(
$29.4m
)
$16.9m
ffi()-(
$12.4m
ffi()-)))
The Covid-19 pandemic has caused enormous disruption to international travel
markets and Serko’s business, with revenue from all regions falling sharply during
the 2021 nancial year.

5
Serko annual report
ABOUTSERKO
03
SUMMARY
05
LETTER
06
STRATEGICOVERVIEW
10
OURPRODUCTS
12
LEADERSHIP
16
MANAGEMENTCOMMENTARY
20
FINANCIAL STATEMENTS
34
GOVERNANCE &DISCLOSURES
78
CORPORATERESPONSIBILITY
18
GLOSSARY & DIRECTORY
94
ffi()-


(
$22.3m
)
$80m
Cash and short-term deposits
increase from $42.4m post net
capital raise of $65m
Decrease in booking
transactions
-63%
Net Loss After Tax
(
$29.4m
)
$16.9m
Total Income
$12.4m
Operating Revenue
The Covid-19 pandemic has caused enormous disruption to international travel
markets and Serko’s business, with revenue from all regions falling sharply during
the 2021 nancial year.
EBITDAF is a Non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation, Amortisation,
Foreign Currency (Gains)/Losses and Fair value remeasurement of contingent consideration. Serko uses this as a useful indicator of cash profitability.

6
Serko annual report
customers. However, just as we have seen in Australasia, we
believe these domestic and intra-regional markets will lead
a broader recovery in travel activity, particularly as mass
vaccination programmes are completed.
A key project to participate in the recovery and begin to realise
our potential in new markets has been the partnership with
Booking Holdings, which includes the supply of the Zeno
platform for Booking.com’s small and medium enterprise (SME)
solution, ‘Booking.com for Business’. As we announced in late
March, we have begun to transition existing Booking.com for
Business customers to the new platform, a process that is due
to finish by the end of July 2021.
The new Booking.com for Business platform is now being
rolled out globally as additional languages and regional content
are added. As previously announced, subject to the recovery
in relevant markets, the partnership is expected to make a
material contribution to revenues in the 2022 financial year.
We are delighted with the progress we have made and the
potential for the company as we transition to a future when
freedom of movement is less constrained.
SUMMARY FINANCIAL RESULTS
The Serko Board has exercised judgement on a number
of important areas in the Statement of Comprehensive
Income and Statement of Financial Position and we draw
your attention to the commentary in this Annual Report,
the Financial Statements themselves and the Notes to the
Financial Statements for more detailed explanations.
Covid-19 disruptions to international travel markets saw Total
Income from all sources for the year to 31 March 2021 fall 37%
to $16.9 million from $26.8 million in the prior year.
A 52% fall in Total Operating Revenue to $12.4 million from
$25.9 million in the prior year - due largely to a 53% fall in
Recurring Product Revenues - was partially offset by $3.4
million of Covid-19 subsidies from governments across the
territories in which Serko operates and $1.0 million in Research
and Development grants.
Peak Annualised Transactional Monthly Revenue (ATMR) for
March 2021, a forward-looking indicator of recurring revenue,
was $17.2 million. This was down 37% from $27.5 million in
February 2020 (the pre Covid-19 peak) and up 202% from the
low of $5.7 million in April 2020.
Dear Fellow Shareholders,
The Covid-19 pandemic has caused enormous disruption to
international travel markets and Serko’s business, with revenue
from all regions falling sharply during the 2021 financial
year. However, by the end of the year Serko had experienced
improving travel booking volumes across its core Australasian
business and made good progress positioning the company for
an expected recovery in its Northern Hemisphere markets.
Despite this uncertainty – and thanks to the support of
shareholders who took part in an oversubscribed $67.5 million
capital raise in October 2020 – Serko has strategically chosen
to retain resources and capacity to invest in key growth
initiatives. Consequently, the company is well positioned and
is participating in the recovery of corporate travel markets
around the world.
We occupy a strong market position in Australasia, with most
of our transactions being domestic. As the pandemic has
been contained, these markets have recovered from the near
standstill experienced at the beginning of the financial year.
In April 2020 booking volumes reached a trough, representing
just 11% of the volumes recorded in the same month of 2019 - a
year unaffected by Covid-19 and the benchmark Serko is using
to assess the progress of the recovery.
By the last month of the financial year (March 2021) volumes
had recovered to 73% of the March 2019 volumes and by
April 2021 had risen further to represent 84% of the April
2019 volumes. Importantly, the March result was ahead of
market guidance that our core Australasian markets would be
operating at 40-70% of their pre-Covid-19 activity levels by the
end of our 2021 financial year.
We are pleased with the recovery in booking volumes. But we
recognise the unpredictable nature of this recovery and the
potential for public health conditions in our core markets to
reverse the gains.
Serko has been investing to grow in new markets outside of its
Australasian markets to become a significant global business.
Serko’s business plans in these markets are not contingent on
the revival of long-haul international travel. In excess of 95%
of the revenue opportunities we were pursuing prior to the
pandemic were domestic or intra-regional bookings and the
total addressable market even in recovery remains significant.
Recovery in these Northern Hemisphere markets has been
subdued. Persistent travel restrictions have limited bookings,
while ongoing staff furloughs at our Travel Management
Company (TMC) partners has limited the onboarding of new
CEO and Chair’s letter

7
Serko annual report
ABOUTSERKO
03
SUMMARY
05
LETTER
06
STRATEGICOVERVIEW
10
OURPRODUCTS
12
LEADERSHIP
16
MANAGEMENTCOMMENTARY
20
FINANCIAL STATEMENTS
34
GOVERNANCE &DISCLOSURES
78
CORPORATERESPONSIBILITY
18
GLOSSARY & DIRECTORY
94
Total Operating Expenses increased by 21% to $44.9 million
from $37.1 million in the prior year. This investment included
a net increase of 54 people to 287 full-time equivalent staff
(FTE). Research & Development (R&D) expenditure was
$10.6 million, down 22% from the prior year, reflecting the
reprioritisation of development resources with the onset of
Covid-19. However, the figure still represents a significant
investment into platform development for expansion into new
markets and the delivery of white-label platforms.
The net loss after tax for the year was $29.4 million, wider
than the prior year’s net loss after tax of $9.4 million, with the
fall reflecting the Covid-19 travel disruptions and increased
expenditure. Accordingly, EBITDAF losses increased to $22.3
million from a loss of $6.1 million in the prior year.
Serko is well funded. Cash balances and short-term deposits at
31 March 2021 were $79.9 million, up from $42.4 million in the
prior year, thanks to the capital raise and careful management
of our costs and investment programmes. Net funds received
after capital raising costs were $65 million. Over the 2021
financial year we averaged a monthly cash burn of $2.3 million,
a figure well within the $2 million to $4 million guidance given
in October 2020 during the capital raise. This was revised
from a first half target of less than $2 million average cash
burn per month following Board approval to continue to invest
for growth opportunities, assuming an eventual recovery in
corporate travel.
AUSTRALASIAN MARKET UPDATE
The Covid-19 pandemic and related travel restrictions resulted
in booking volumes beginning to soften in February 2020 with
the trend accelerating precipitously through the following
month to reach a floor in April 2020. However, we have been
encouraged by the steady recovery in recent months.
The recovery in volumes through our New Zealand TMC channel
has outperformed Australia’s, with travel volumes in New
Zealand rebounding strongly in the final month of the financial
year to 138% of March 2019 volumes. This increase was due to
the onboarding of new customers by our TMC partners, while
New Zealand also endured less widespread lockdowns than
Australia.
Reflecting these trends, revenue from New Zealand sources for
the 2021 financial year fell less than Australian revenues. New
Zealand revenue fell 13% to $2.2 million from $2.5 million in the
same period a year ago, while Australian sourced revenues fell
by 59% to $7.5 million from $18.2 million.
By the end of the financial year, Australian TMC volumes had
recovered to 56% of March 2019 travel volumes from a low
in April 2020 when travel volumes were just 11% of the same
month in 2019. With the recent formation of the trans-Tasman
bubble from the end of April 2021 we expect this trend to
continue, although it is reasonable to expect further periodic
short-term lockdowns.
We made further progress in the transition of customers to the
premium Zeno product from Serko Online during the financial
period. Zeno was carrying approximately 45% of transactions
across our platforms for March 2021, up from approximately
25% of transactions for March 2020. Zeno was being used by
58% of corporate customers in Australia and New Zealand for
March 2021, up from 42% for March 2020.
We have been working proactively with our TMC partners to
support their recovery. In some instances, this has required
the amendment of contractual terms and this has adversely
impacted our ability to recognise revenue from contractual
minimums.
The region has made good progress on travel recovery and
with the planned vaccination programme we expect that
corporate travel in the region will make a progressive recovery
throughout the current financial year. Our best estimate is for a
full recovery in the 2023 financial year, although this outlook is
still subject to considerable uncertainty.
What is clear, however, is that risk and cost management are
the key priorities for organisations as they return to travel.
We have introduced a number of product capabilities in
Zeno to address the challenges of post-pandemic business
travel, including detailed airline and hotel safety information,
Covid-19 testing and vaccination requirements and supporting
government contact tracing requirements for new bookings.
GLOBAL EXPANSION UPDATE
Booking.com For Business Update
During the financial year we have invested to scale our Zeno
platform to accommodate the accelerated migration of
Booking.com business customers onto the upgraded ‘Booking.
com for Business’ platform, following successful pilots
conducted throughout 2020.
We have localised the language and user interface to enable
roll out in more than 90 countries and integrated new flight and
rail providers that support a connected trip offering in select
markets.
We are currently seeing an average of over 1,300 SME business
customers activate on the new platform each weekday. Serko
expects this rate of activation to significantly increase as we
progress through the final phases of the migration, which is
due to complete in July 2021.
The migration provides Serko with the opportunity to access
a much larger addressable market as travel activity recovers
over time.

8
Serko annual report
North America Update
North American-sourced income, primarily Expense platform
revenue and US sourced supplier commissions, declined 51% to
$2.4 million from $4.8 million largely due to Covid-19 impacts.
During the 2020 financial year we invested in our Zeno platform
to position us for our continued expansion into North America.
Booking revenue from this market was not significant in the
2021 financial year as TMC onboarding of customers onto the
platform slowed materially and transactions have effectively
ceased due to the lockdown restrictions and corporate
imposed travel restrictions in this market.
We have a clear strategy to grow this market and it rests on the
pillars of building awareness and support among TMC resellers,
lifting our brand profile, reaching out directly to corporates
to use our solutions and the launching of the Zeno expense
platform to broaden the product offer.
Serko has signed an additional five TMC resellers during the
financial year, and post-year end signed an additional reseller
Frosch Travel Group in April 2021. We continue to assist our
resellers to be ready for the return to travel by supporting the
integrations and the migration of additional corporates onto
our platform.
SERKO EXPENSE PLATFORM INITIATIVES
The Serko Expense platform has delivered a more resilient
performance than the travel management platform.
It represents an important diversification from travel
revenues for Serko. Expense revenue, benefitting from fixed
components to pricing, fell 31% to $4 million from $5.8 million,
less sharply than the 52% fall in travel booking revenue.
A key development milestone in the year was the completion
of work to align the user experience of InterplX’s expense
management platform with that of Zeno Expense. We launched
this new Zeno Expense offering in October 2020.
We continue to develop this product to enable integration
within the travel platform offering.
FY22 OUTLOOK
A year on from the widespread imposition of global travel
restrictions, the timing and extent of the travel recovery
remains uncertain. The rate of return to business travel will
vary by region, the type of traveller (SME versus enterprise)
and the type of trip (i.e. domestic, regional, long-haul
international). These multiple factors make predicting the rate
of travel recovery difficult.
Nevertheless, we are seeing trends that favour the adoption of
Serko’s travel and expense management solutions.
TMC resellers are operating with fewer people and this
is creating opportunities for automation and technology
solutions. Corporations are increasingly focused on the costs
and administration of their travel and expense budgets and at
the same time are focused on traveller wellbeing and their ‘duty
of care’ obligations. We are actively assessing these changes
to ensure that we can support the market, our customers and
our growth as the industry recovers.
We are cautiously optimistic that the global vaccination
programmes will enable widespread travel to resume, and we
are continuously looking for new ways to lead the industry in
this recovery. Indeed, we believe our target of achieving $100
million revenue in the mid-term remains achievable but has
been delayed during this Covid-19-affected year.
As noted above, the Booking.com for Business customer
migration is anticipated to have a materially positive impact
on our revenue for the FY22 financial year. However, as we are
only part way through the migration process, and in light of
the uncertainty that remains around global travel trends, it is
not possible to guide the market with any certainty as to the
expected revenue uplift at this time.
As at 30 April 2021, Serko had cash and short-term deposits of
$77.7 million. We are still planning to increase the number of
employees as we scale to capture growth opportunities, but we
continue to target an average monthly cash burn of between $2
million and $4 million per month, to conserve cash reserves.
We believe these cash reserves, at the current rate of cash
burn, will be sufficient to see the company through to cash
flow break even, based on our current strategy. However, we
will maintain our rigorous focus on cash flow throughout the
remainder of the year with ongoing investment continuously
assessed alongside developments in international travel
markets.
We will consider acquisitions and/or investments to assist
Serko to accelerate execution of our strategic priorities, where
it makes sense to do so.
We will also keep investors apprised of material developments
in the market and their impact on Serko, including when
we complete the migration of ‘Booking.com for Business’
customers.

9
Serko annual report
ABOUTSERKO
03
SUMMARY
05
LETTER
06
STRATEGICOVERVIEW
10
OURPRODUCTS
12
LEADERSHIP
16
MANAGEMENTCOMMENTARY
20
FINANCIAL STATEMENTS
34
GOVERNANCE &DISCLOSURES
78
CORPORATERESPONSIBILITY
18
GLOSSARY & DIRECTORY
94
DARRIN GRAFTONCLAUDIA BATTEN
CHIEF EXECUTIVE OFFICER
CHAIR
EXECUTIVE UPDATE
As announced at the time of the interim earnings
announcement, Chief Financial Officer, Susan Putt will
transition out of her permanent role at the end of May 2021,
following completion of the full-year earnings announcement
and audit process. We wish to take this opportunity to
sincerely thank Susan for her contribution during her time
with us. Our process for identifying Susan’s replacement is
progressing well. In the meantime, we have appointed an
interim CFO, Susan Nemeth, to oversee the finance function
during the transitional period.
As a company with strong growth ambitions, we have been
continuing to strengthen our executive leadership team
appointing Sarah Miller as General Counsel and appointing
Rachael Satherley as Chief People Officer during the year.
THANK YOU FOR YOUR SUPPORT
Serko is grateful for the support we have received through
this challenging period. We acknowledge and thank the
governments in the territories we operate for the programmes
and subsidy schemes that have assisted us to retain our people
and continue to invest for the future.
We also thank our dedicated employees who supported the
company and agreed to take a small salary reduction for three
months from May 2020. The team has continued to rise to the
challenges we’ve faced this year, while continuing to make a
huge effort for the company. Their efforts have been nothing
short of exemplary.
The dedication of the Serko team this year has been inspiring.
Despite the significant personal and professional challenges
of Covid-19, the team has chosen to look through the
current travel market turmoil and dedicated themselves to
Serko’s vision of transforming business travel and expense
management.
It is this spirit that saw Serko named the PwC Hi-Tech Company
of the Year where we were praised for the company ’s ethos,
culture and diversity. It is this same commitment that has
underpinned shareholder support for the company and our
inclusion in the benchmark NZX50 index in June 2020.
Signed

10
Serko annual report
STRATEGIC
OVERVIEW
Oer premium,
integrated global
solutions
Expand into new
territories through
strategic alliances and
reach the unserved SME
market
Grow average revenue
per booking (ARPB) by
oering increased
content and moving
customers to Zeno
Grow Customer
Base
Technology
Innovation
Grow ARPB

11
Serko annual report
ABOUTSERKO
03
SUMMARY
05
LETTER
06
STRATEGICOVERVIEW
10
OURPRODUCTS
12
LEADERSHIP
16
MANAGEMENTCOMMENTARY
20
FINANCIAL STATEMENTS
34
GOVERNANCE &DISCLOSURES
78
CORPORATERESPONSIBILITY
18
GLOSSARY & DIRECTORY
94
TECHNOLOGY INNOVATION
GROW CUSTOMER BASE
GROW ARPB
•
Integrated airline and hotel safety and cleanliness information at point of sale to support safer choices for travellers in response to
increased customer demand in a Covid 19-affected world
•
Developed the capability to compare and book complex multi-stop international trips without requiring agent support
•
Committed to and commenced a multi-year program to transform our core technology platform into a highly scalable, global and
open framework
Our focus for FY22:
•
Begin the development of a new Zeno mobile experience to support a frictionless in-trip experience incorporating payment, expense
and itinerary management
•
Introduce environmental impact insights at point of purchase and the ability to carbon offset to drive more sustainable business travel
•
Engage with partners to build the foundations of the program for 3rd party content and service providers to build onto the Zeno
platform
•
Accelerated our development of Zeno as a white-label platform under the Booking.com for Business brand to launch ahead of the
initial program schedule
•
Commenced an upgrade program that will see existing Booking.com for Business customers transitioned to the new Zeno-powered
platform
•
Completed the wholesale migration of customers onto Zeno from a competitor platform at Travel Management Company partners in
Australia and New Zealand
Our focus for FY22:
•
Extend the roll out of the Zeno-powered white-label Booking.com for Business platform into additional regional markets with
localised content and language and optimise the product offering to drive new customer acquisition
•
Develop our pipeline of direct commercial relationships with large, global enterprise customers
•
Increase the scale of our partnership network in North America and drive adoption and market share of Zeno as business travel
resumes
•
Progressed our vision of a connected trip experience, adding the ability for SME customers to book and manage air travel in a self-
service workflow that does not require agent fulfillment
•
Accelerated the adoption of Zeno across the Serko customer base to approximately 45% of transactions (up from 25% at the
beginning of the Financial Year)
•
Implemented the learnings from our partnership with Booking.com to enhance the customer experience to optimise conversion
Our focus for FY22:
•
Bring to market new pre-trip authorisation capability to support the return to travel
•
Explore new ways to commercialise payments and expense reconciliation and pilot channels that open up new market segments for
our expense management solutions
•
Implement new models that enable us to commercialise our investment in airline supply connectivity
We introduced new capabilities to address the needs of post-pandemic business travel
to make travel programs safer, leaner and smarter
The Zeno-powered Booking.com for Business platform began a roll out program in
multiple languages across international markets
We integrated new supply channels that enable us to offer a connected trip offering to
the global SME market on a revenue share basis

12
Serko annual report
Our Products
Zeno is an integrated travel and expense platform that is revolutionising the world of
corporate travel and expense management globally.
Zeno travel
Zeno Travel is an Online Booking Tool (OBT) that is
used by corporate travellers to book ights, trains,
hotels, rental cars and airport transfers in line with
their corporate travel policies.
This provides the oversight and control that travel
managers need to ensure that spend is effectively
managed, with the ease of use and personalised
experience that encourages corporate travellers to
use the OBT and avoid travel program ‘leakage’ to
supplier websites or leisure travel retailers.
Zeno achieves this with an intuitive interface that
makes booking business travel super simple,
intelligent technology that provides personalised
itinerary recommendations based on traveller
preferences and a global marketplace that allows
travellers to connect with preferred suppliers at
every stage of the journey.
Serko generates revenue through corporate
customers paying a booking fee per transaction and
through supplier commission.
Zeno expense
Zeno Expense automates the process of corporate
card and out-of-pocket expense submission,
reconciliation and reimbursement. Employees
capture receipts via the mobile app, or email receipts
directly to Zeno, add a description or cost centre if
needed and submit for approval there and then. To
make it even simpler, Zeno also offers automated
integrations with providers such as Uber for
Business.
Zeno’s intelligent technology proactively identi€es
and manages out-of-policy claims, preventing
expense claim fraud and dramatically streamlining
the expense administration function.
Zeno also provides managers and €nance teams with
a full suite of analysis tools that help them to run their
T&E budgets more effectively, identify problem
areas, and optimise expense policies.
Serko earns revenue through corporate customers
paying a fee per active user or per expense report
submitted.
BOOKING.COM FOR BUSINESS
powered by Zeno
In 2019 Booking Holdings extended its partnership with Serko
to enable Booking.com to resell the Zeno platform
white-labelled under the Booking.com for Business brand,
with a commercial partnership based on a revenue share
model between Booking.com and Serko.
Dedicated teams at both companies worked together to bring
to market an initial product that went live in the UK and
Ireland in May 2020 ahead of a global roll out that began in
early 2021. The platform is now available in local language
versions across more than 90 countries.
The new Booking.com for Business platform powered by Zeno
aims to provide a one-stop-shop for all business travel needs,
helping save time and money and making life easier for
business travellers and their administration teams alike.In
addition to Booking.com accommodation content, we are
continuing to build a global connected trip offer including
ƒights and rail content in selected countries.

13
Serko annual report
ABOUTSERKO
03
SUMMARY
05
LETTER
06
STRATEGICOVERVIEW
10
OURPRODUCTS
12
LEADERSHIP
16
MANAGEMENTCOMMENTARY
20
FINANCIAL STATEMENTS
34
GOVERNANCE &DISCLOSURES
78
CORPORATERESPONSIBILITY
18
GLOSSARY & DIRECTORY
94
Our Products
Zeno is an integrated travel and expense platform that is revolutionising the world of
corporate travel and expense management globally.
Zeno travel
Zeno Travel is an Online Booking Tool (OBT) that is
used by corporate travellers to book ights, trains,
hotels, rental cars and airport transfers in line with
their corporate travel policies.
This provides the oversight and control that travel
managers need to ensure that spend is effectively
managed, with the ease of use and personalised
experience that encourages corporate travellers to
use the OBT and avoid travel program ‘leakage’ to
supplier websites or leisure travel retailers.
Zeno achieves this with an intuitive interface that
makes booking business travel super simple,
intelligent technology that provides personalised
itinerary recommendations based on traveller
preferences and a global marketplace that allows
travellers to connect with preferred suppliers at
every stage of the journey.
ffi()-(()()((()))(
() - ((()) 

) ()  
Zeno expense
Zeno Expense automates the process of corporate
card and out-of-pocket expense submission,
reconciliation and reimbursement. Employees
capture receipts via the mobile app, or email receipts
directly to Zeno, add a description or cost centre if
needed and submit for approval there and then. To
make it even simpler, Zeno also offers automated
integrations with providers such as Uber for
Business.
Zeno’s intelligent technology proactively identi€es
and manages out-of-policy claims, preventing
expense claim fraud and dramatically streamlining
the expense administration function.
Zeno also provides managers and €nance teams with
a full suite of analysis tools that help them to run their
T&E budgets more effectively, identify problem
areas, and optimise expense policies.
ffi()-())((()))(()
 ((() (())()((()()

 ( 
BOOKING.COM FOR BUSINESS
powered by Zeno
In 2019 Booking Holdings extended its partnership with Serko
to enable Booking.com to resell the Zeno platform
white-labelled under the Booking.com for Business brand,
with a commercial partnership based on a revenue share
model between Booking.com and Serko.
Dedicated teams at both companies worked together to bring
to market an initial product that went live in the UK and
Ireland in May 2020 ahead of a global roll out that began in
early 2021. The platform is now available in local language
versions across more than 90 countries.
The new Booking.com for Business platform powered by Zeno
aims to provide a one-stop-shop for all business travel needs,
helping save time and money and making life easier for
business travellers and their administration teams alike.In
addition to Booking.com accommodation content, we are
continuing to build a global connected trip offer including
ƒights and rail content in selected countries.

14
Serko annual report
DON'T JUST
RETURN TO
TRAVEL
Come back Safer. Leaner. Smarter.
Zeno is empowering the business travel world to seize the re-set opportunity
to transform travel programs with an intelligent travel management platform
built around the priorities of the new world of travel.
Zeno is now even safer, leaner and smarter than before.

15
Serko annual report
ABOUTSERKO
03
SUMMARY
05
LETTER
06
STRATEGICOVERVIEW
10
OURPRODUCTS
12
LEADERSHIP
16
MANAGEMENTCOMMENTARY
20
FINANCIAL STATEMENTS
34
GOVERNANCE &DISCLOSURES
78
CORPORATERESPONSIBILITY
18
GLOSSARY & DIRECTORY
94
Come back Safer
Zeno helps to prioritise travellers’ safety and supports an organisation's duty
-of-care requirements
Book safe ight and hotel options with condence.
Zeno visually highlights airline and hotel safety measures within the booking ow, making it easy for travellers to
select the safest choice while ensuring alignment with their travel policy.
1
Track travellers at a glance.
The Zeno dashboard visually tracks all current and upcoming trips for a company’s travellers, making it easy to identify
and manage potential risks.
2
Intelligent approval levels.
Zeno supports multi-tier approval work ows that can be dynamically assigned based on trip parameters. While low-risk
travel (e.g. domestic) can follow standard authorisation process, high-risk or international travel can be congured to
automatically require multiple approvers, such as regional leaders or Human Resource (HR) to minimize risk and ensure
the right people are informed.
3
Come back Leaner
Zeno empowers organisations with an ecient travel program that delivers
heightened cost control without sacricing travellers’ preferences.
Mitigate lost fares with exible online booking and smart credit management.
Zeno makes it easy to change individual itinerary elements before or after tickets are issued* and stores qualifying
cancelled ight purchases as unused ticket credits** that are surfaced within the booking ow, automatically applying
unused tickets and credits for the next booking – reducing the risk of lost fares.
1
Get enhanced control and visibility of travel spend.
Pre-approval of air, hotel and rental car spend gives enhanced visibility and control over total travel spend and allows a
more ecient mode of managing expenses by exception.
2
Connect travellers with a greater selection of booking choices.
Zeno’s multi-source content engine gives travellers greater choice***, pulling content from suppliers directly, as well
as from NDC, GDS and multiple content aggregators. Travellers and bookers can review ights, including ancillary
content, accommodation and transport details the same way they appear on supplier websites, to help make more
informed travel decisions on the spot.
3
Come back Smarter
Zeno supports a more eective travel program that drives adoption and
responds to today's rapidly changing environment.
Personalised travel booking that gets to know travellers’ preferences.
Zeno learns traveller preferences and recommends tailored end-to-end itineraries, with a user-friendly, intuitive
interface and conversational booking ow.
1
Frictionless booking experience.
With Zeno, travellers can easily compare different
ight options with rich content that displays options in the same
format as airline sites. This eliminates the need to check information across multiple sites, leading to more
streamlined bookings.
2
Stay up to date with regulatory requirements.
In a rapidly changing environment, Zeno is continually innovating to support regulatory mandates, such as airline
passenger contact tracing requirements.
3
*Changes and cancellations to bookings are subject to supplier and fare conditions and are only available where supported by the travel management company.
**Flight credit availability is subject to supplier and fare conditions.
***By sourcing content from multiple sources, Zeno provides a greater content selection than online booking tools that source c
ontent from the GDS only.

16
Serko annual report
Claudia Batten
Independent Non-executive Director, Chair, United States/New Zealand
Appointed 30 April 2014, re-elected August 2020
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, where 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 a director of Vista Group and is also the digital adviser to the Board of Westpac New Zealand.
Simon Botherway CFA
Independent Non-executive Director, New Zealand
Appointed 30 April 2014, re-elected August 2018
Simon is based in New Zealand. He is a Chartered Member of the NZ Institute of Directors. 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 chaired the Financial Markets Authority
Establishment Board in 2010. Simon is currently a Guardian of the New Zealand Superannuation Fund.
Clyde McConaghy
Independent Non-executive Director, Australia
Appointed 30 April 2014, re-elected August 2019
Clyde is based in Australia. He holds a BBus (University of South Australia), and an MBA from Cranfield University (UK). Clyde is a
Fellow of the Australian Institute of Company Directors. 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 Chairman of the Board of Chapman Eastway Pty
Limited.
Darrin Grafton
Executive Director, Chief Executive Officer & Co-Founder
Appointed 5 April 2007, elected August 2019
Darrin has more than 30 years’ experience in travel technology and is a recognised industry innovator. He has been responsible
for leading major changes in the corporate travel industry throughout his career and was named one of the top 25 most influential
executives in the travel industry by the BTN Group in 2014.
Darrin has held directorships and senior management positions across various companies, including the Gullivers Travel Group
(listed on the Australian and New Zealand Stock Exchanges between 2004 and 2006). Darrin has previously been awarded the NZX
Hi-Tech Entrepreneur Award, has been a past finalist for the NZ Hi-Tech Company Leader Award and the EY Entrepreneur of the
Year Award.
He is also a member of the Institute of IT Professionals NZ, the Institute of Directors NZ.
Robert (Bob) Shaw
Executive Director, Chief Strategy Officer & Co-Founder
Appointed 5 April 2007, re-elected August 2018
Since 1987, Bob has been involved in transforming the travel industry, collaborating with the World’s leading airlines, travel agencies
and global distribution systems. He has held a number of directorships and senior management positions in various high-profile
ventures, including Gullivers Travel Group (listed on the Australian and New Zealand Stock Exchanges between 2004 and 2006) and
Interactive Technologies.
Bob has been a past finalist for the EY Entrepreneur of the Year Award.
He is also a member of the Institute of IT Professionals NZ and the Institute of Directors NZ.
Board of Directors

17
Serko annual report
ABOUTSERKO
03
SUMMARY
05
LETTER
06
STRATEGICOVERVIEW
10
OURPRODUCTS
12
LEADERSHIP
16
MANAGEMENTCOMMENTARY
20
FINANCIAL STATEMENTS
34
GOVERNANCE &DISCLOSURES
78
CORPORATERESPONSIBILITY
18
GLOSSARY & DIRECTORY
94
Tony D’Astolfo
Senior Vice President, NORAM
Tony is a 35-year travel industry veteran, with
rich expertise in travel and technology and a
passion for moving the industry forward. His
career includes senior leadership positions
at Deem, Phocuswright, GroundLink, Sabre/
GetThere and United Airlines. Tony is a long-
time member of GBTA and ACTE and a former
member of the Board of Directors of both ACTE
and WINiT for Women.
Sarah Miller
General Counsel & Company
Secretary
Sarah has over 20 years’ experience leading
in-house legal functions for dual-listed entities,
consulting to a range of companies on capital
markets and M&A transactions, providing
governance advice, and working for major law
firms in New Zealand and the UK. She has been
Serko’s Company Secretary since 2014.
Charlie Nowaczek
Chief Operating Officer (COO)
Charlie has over 25 years’ experience as an
operations executive and management adviser,
specialising in business transformation and
operational excellence. Over the last decade he
has been COO for a number of technology start-
ups in the US and Canada.
Duanne O’Brien
Chief Technology Officer
Duanne is a technology leader with over 25
years’ experience, specialising in building
global enterprise SaaS (software as a service)
platforms. Duanne leads the largest of our global
teams, designing, building and running Serko’s
platforms and products.
Rachael Satherley
Chief People Officer
Rachael has 20 years of experience in people
leadership roles across Europe, North America
and Asia-Pacific most recently with Expedia
Group. She has a passion for unlocking
individual, team and organisational potential
through transformation.
Nick Whitehead
Chief Marketing Officer
Nick has a 20-year track record of
commercialising technology through the
development of effective go-to-market
strategies and leads Serko’s global marketing
and communications function.
Susan Putt
Chief Financial Officer (CFO)
Susan has over 30 years’ experience working in
New Zealand and has also worked in Australia
and Canada. She is a Chartered Accountant and
Chartered Member of the Institute of Directors.
Susan has worked as CFO, Head of Strategy,
and director for a number of New Zealand
businesses and specialises in working with
high-growth companies. Susan is leaving Serko
on 31 May 2021.
Murray Warner
Head of Australasian Market
Murray has 20 years’ experience working with
cloud software technology, building new sales
and revenue operations. He has previously
held several senior management positions with
Concur Technologies, an SAP company, across
Asia-Pacific, Europe and North America.
Management Team

18
Serko annual report
Corporate Responsibility
Serko aims to be a successful growth company. To
realise this ambition we must do the right thing by our
people, customers, communities and our shareholders.
We aim to achieve this through:
1)
F
ocusing on long-term growth and business
sustainability;
2)
Applying best practice governance and risk
management procedures;
3) Cultivating an inclusive workplace of diverse and
engaged staff; and
4) Enabling environmentally sustainable choices
through technology.
Serko is committed to developing long-term value
creation and making positive improvements in social,
economic and environmental outcomes.
Further information can be found on the investor
centre of Serko’s website.
Serko’s first Environmental, Social and Governance
(ESG) Report was produced in 2018. The United
Nations (UN) Sustainable Development Goals (SDGs)
have been adopted for Serko’s ESG initiatives
to be reported against. Serko’s ESG framework
remains under development and will continue to be
progressed over time.
The SDGs are a set of global initiatives set by the UN
for everyone to contribute to. For Serko, the SDGs
are a way to see which areas of sustainability we are
directly contributing to and how our initiatives relate
to a larger vision for positive change.
The UN SDGs relevant to Serko and our actions are
as follows:
People:
Customers:
Good health and well-being
Health and Safety Policies
Quality education
Training and intern programmes
Industry, innovation and
infrastructure
Industry recognition for innovation
Responsible consumption
and production
Privacy and security policies
Community:
Sustainable cities and
communities
Sponsorships and donations
Climate action
Environmental practices
Gender equality
Diversity and inclusion policies
Decent work and
economic growth
Remuneration policies
Diversity and inclusion policies
Reduced inequalities