Annual Meeting – Change to Virtual Only Meeting

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




Market Release
17 August 2021

Serko Annual Shareholders’ Meeting – Change to Virtual Only Meeting

Serko Limited’s (NZX/ASX: SKO) (Serko) Annual Shareholders' Meeting is being held tomorrow, Wednesday
18
th
August and was scheduled to be both an in-person and online meeting.

Due to the Government’s announcement today that there is a community case of Covid-19 in Auckland, and
in the absence of further information, Serko is taking the prudent approach to move to an online (virtual)
meeting only.
Shareholders will not be able to attend the meeting in-person.

We invite shareholders to join the Annual Meeting online at the scheduled time. Further information about
how shareholders can join the meeting online are contained in the Notice of Meeting.

Where: www.virtualmeeting.co.nz/sko21
When: Wednesday 18 August 2021 at 2.00pm (New Zealand time)


For and on behalf of Serko Limited by Sarah Miller, General Counsel & Company Secretary.

ENDS

For investor relations queries please contact:
Sarah Miller
General Counsel & Company Secretary
Serko
+64 272 450 267
investor.relations@serko.com

---

Dear Shareholder
On behalf of the Board of Directors I am pleased to invite you to the 2021 Annual Meeting of Serko Limited (Serko or the Company).
The meeting will be a hybrid meeting, whereby shareholders can choose to attend in person or online.
Notice of Annual Meeting of Shareholders 2021
Where: In person at Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street West,
Auckland, New Zealand and online at www.virtualmeeting.co.nz/sko21
When: Wednesday 18 August 2021 at 2.00pm (New Zealand time)

Shareholders attending the meeting will be able to vote and ask questions at the meeting. Shareholders can also pre-submit questions
either online at vote.linkmarketservices.com/SKO or using the Proxy Form. Questions will need to be submitted by 2.00pm (New Zealand
time) on Monday, 16 August 2021.
If you cannot attend the Annual Meeting either in person or virtually online, I encourage you to complete and lodge the proxy form in
accordance with the instructions on that form so that it reaches Link Market Services by 2.00pm (New Zealand time) on Monday, 16
August 2021.
Serko is monitoring the situation in New Zealand with regard to Covid-19. In the event of any significant developments, the Company
may, at its discretion, elect to hold the Annual Shareholders’ Meeting as an online-only meeting if there are potential risks to the health of
meeting attendees, or if an in-person meeting is prohibited by law. In such circumstances, the Company will provide shareholders with as
much notice as is reasonably practicable by way of an announcement to the NZX and ASX and on our website at www.serko.com.
Items of business
A. Chair’s Address and Chief Executive Officer’s Address
Chair, Claudia Batten, and Co-Founder and CEO, Darrin Grafton, will provide an overview of the Company ’s performance for the
year ended 31 March 2021 and the trading performance and strategy for the current financial year. There will be an opportunity for
shareholders to ask questions after the addresses.
B. Ordinary Resolutions
Shareholders will be asked to consider, and if thought fit, pass the following ordinary resolutions:
1. That Mr Robert Shaw be re-elected as an executive director of Serko Limited.
2. That the maximum aggregate amount of remuneration payable by Serko Limited to its non-executive directors
(in their capacity as directors, as that term is defined in the NZX Listing Rules) be increased by NZD$150,000 per annum
(plus GST, where applicable) from a total pool of NZD$450,000 per annum to NZD$600,000 per annum (plus GST, where
applicable), to be paid and allocated to the non-executive directors as the Board considers appropriate and that any
remuneration payable to non-executive directors may, at the Board’s discretion, be paid either in part or in whole by
way of an issue of Equity Securities (as that term is defined in the NZX Listing Rules) in the Company.
3. That the directors are authorised to fix the fees and expenses of Deloitte as auditor for the 2022 financial year.
See explanatory notes on each of these resolutions below.
The Board recommends unanimously that you vote in favour of all resolutions.
C. General Business and Shareholder Discussion
To consider any other matter that may be brought properly before the Annual Meeting.
By Order of the Serko Board
Claudia Batten – Chair
28 July 2021

Explanatory Notes
Board Succession
At the 2019 Annual Meeting, the Serko Board signalled its
intention to begin a process of refreshing the Board in
accordance with best practice. 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.
The Board has subsequently made good progress with its search
and is in the final stages of appointing a new independent
director. The new appointment will replace Simon Botherway,
who has previously indicated an intention to retire from the
Board in due course after serving on the Board since 2014.
He will retire at the conclusion of the 2021 Annual Meeting.
Consequently, he is not seeking re-election at this Annual
Meeting. The Board thanks Simon for his leadership and
commitment over the past 7.5 years.

The Board will confirm the new appointment as soon as possible
and expects the appointment to take effect from the end of the
2021 Annual Meeting. The Board is also actively searching for
an additional new independent director to join the Board as it
continues to add additional skills to support Serko’s international
scaling efforts.
Resolution 1: Re-election of Robert (Bob) Shaw
as an Executive Director
Robert (Bob) Shaw is one of the co founders of Serko and is
Serko’s Chief Strategy Officer. He was appointed an executive
director at the time of incorporation of Serko Limited on 5 April
2007 (and was last re-elected by shareholders in August 2018).
In accordance with the applicable NZX Listing Rules, Bob retires
by rotation and offers himself for re-election as a director of
Serko at the meeting. The Board unanimously supports Bob’s
re-election.
Robert (Bob) Shaw
Co Founder, Chief Strategy Officer & Executive Director
Non Independent
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.
Resolution 2: Non-Executive Director Fees

The Board is seeking, with shareholders’ approval, to increase
the aggregate amount available to pay non-executive directors
1

by NZD$150,000 (plus GST, where applicable) (being an increase
of 33% from the current fee cap of NZD$450,000 per annum) to
• enable the Board to attract and recruit an additional
(fourth) suitably qualified international non-executive
director as part of the Board’s succession plans to support
the business as it scales; and
• to provide headroom to pay ad hoc special fees to directors
for services outside of their usual duties for Serko, as
required. For example, in the event a capital raising or
transaction was undertaken that required significant
additional governance oversight.
In recommending this proposed increase to the fee cap, the
Board has considered the recommendations of independent
remuneration consultants, Strategic Pay Limited (detailed
below), the global nature and complexity of Serko’s business, and
the time commitment and level of governance required by the
Serko Board.
Independent Benchmarking
The Board periodically reviews director fees to ensure Serko’s
non-executive directors are fairly remunerated, taking into
account the level of skill and experience required to fulfil the role
of a director of Serko and the significant workload associated
with Serko’s growth and international ambitions.

In doing so, the Board is committed to ensuring that directors’
fees are set in a manner that is fair, flexible and transparent.
To support this process the Board engaged Strategic Pay
Limited to conduct a fee benchmarking exercise. Strategic Pay
maintains a significant data base of directors’ fees. Using this
data base, Serko’s directors’ fees were benchmarked against
customised industry peer groups made up of New Zealand and
Australian listed companies that predominantly operate in the
technology sector, have a global focus, with the majority of their
revenue earned outside of New Zealand, and/or have a similar
level of complexity in their business to Serko.

From this data, Strategic Pay made an assessment about the
recommended level of fees to be paid to Serko directors. These
are set out in the table below and are benchmarked against the
current fee structure used to remunerate Serko’s non-executive
directors. As Serko currently derives the majority of its revenue
from Australia and is listed as an ASX Foreign Exempt Listed
Issuer, it pays its directors in Australian dollars (AUD).

A summary of Strategic Pay ’s report can be viewed on Serko’s
website at www.serko.com/investors.
The Board believes that current fees paid to non-executive
directors are reflective of the market (per Strategic Pay ’s
recommendation below), in light of the global nature and
complexity of Serko’s business, and the time commitment
and level of governance required by the Board. The Board is,
however, conscious that it may need to pay higher fees to an
international director than those currently paid to existing
non-executive directors to attract the calibre sought to support
the business through its next phase of growth. Accordingly, the
Board is seeking an approval to increase the fee cap rather than
relying on NZX Listing Rule 2.11.3, which enables the Board to
automatically increase the fee pool by the average amount paid
to non-executive directors (excluding the chairperson) without
seeking further shareholder approval.

1
Executive directors, Darrin Grafton and Bob Shaw, do not receive director fees but
are remunerated as employees.

Voting restrictions
Pursuant to NZX Listing Rule 6.3.1, Serko will disregard any votes
on resolution 2 by:
1. any non-executive director of Serko; and
2. any associated person of any non-executive director
of Serko,

except where any such vote is cast by the director or one of their
associates as proxy for a person who is qualified to vote and only
in accordance with that person’s express instructions.
Resolution 3: Fixing the Fees and Expenses of
the Auditor
Deloitte are currently Serko’s auditors and will be automatically
reappointed under the Companies Act 1993 to act as auditor for
the 2022 financial year. Under the Companies Act, auditor fees
and expenses must be fixed in the manner determined at the
Annual Meeting. Shareholder approval is, therefore, sought to
authorise the Board to fix the fees and expenses of Deloitte as
auditor.
ROLE
CURRENT SERKO DIRECTORS’
FEES PER ANNUM
STRATEGIC PAY
RECOMMENDATION
BASE FEES
Chair
AUD$140,000
(NZD$150,000)
AUD$140,000 to $163,500
(NZD$150,000 to $174,000)
Non-Executive Director
AUD$95,000
(NZD$101,000)
AUD$70,000 to $96,000
(NZD$75,000 to $102,000)
AUDIT AND RISK COMMITTEE / REMUNERATION
AND NOMINATIONS COMMITTEE FEES
Chair
AUD$20,000
(NZD$21,000)
AUD$20,000
(NZD$21,000)
Member
AUD$9,000
(NZD$10,000)
AUD$9,000
(NZD$10,000)

Important Information
Hybrid Annual Meeting
Shareholders will be able to attend and participate in this year’s
Annual Meeting either in person or virtually via an online platform
provided by our share registrar, Link Market Services at
www.virtualmeeting.co.nz/sko21.
Shareholders attending and participating in the virtual Annual
Meeting will be able to vote and ask questions during the
meeting.
More information regarding virtual attendance at the Annual
Meeting (including how to vote and ask questions virtually during
the meeting) is available in the ‘Virtual Annual Meeting Online
Portal Guide’ available at https://bcast.linkinvestorservices.
co.nz/generic/docs/OnlinePortalGuide.pdf.
Proxies
Any shareholder who is entitled to attend and vote at the Annual
Meeting may appoint a proxy, who need not be a shareholder, to
attend and vote instead of him/her by completing and returning
the enclosed proxy form or lodging their proxy online as detailed
below. If you appoint a proxy you may either direct your proxy
how to vote for you or you may give your proxy discretion to vote
as he/ she sees fit. If you wish to give your proxy discretion then
you must mark the appropriate boxes on the form to grant your
proxy that discretion. If you do not tick any box for a particular
resolution, your proxy may vote as they choose.
Shareholders can elect to vote their proxies online by visiting
vote.linkmarketservices.com/SKO or by scanning the QR code on
the Proxy Form with your smartphone.
If you do not name a person as your proxy, but otherwise
complete the proxy form in full, or your named proxy does not
attend the meeting, the Chair: (a) will be appointed your proxy
and may only vote in accordance with your express direction;
and (b) will not vote on resolution 2 if granted a discretion on how
to vote on that resolution.
The Chair of the meeting or any director is willing to act as proxy
for any shareholder who appoints him/her for that purpose. If
you tick the ‘Proxy Discretion’ box, you acknowledge that they
may exercise your proxy even if they have an interest in the
outcome of that resolution (subject to any restrictions contained
in the NZX Listing Rules). The Chair and directors intend to vote
all discretionary proxies in favour of resolutions 1 and 3 (refer
below in respect of resolution 2) even if they have an interest in
any of the resolutions.
The completed proxy form must be received by the share
registry no later than 2.00pm on Monday 16 August 2021.
NZX Register holders:
You will need to enter your CSN/Holder Number and
Authorisation Code (FIN) to securely complete your proxy
appointment online.
ASX Register holders:
You will need to enter your Holder Number and postcode to
securely complete your proxy appointment online.
If you wish to mail the proxy form then please send it to our
share registry, Link Market Services Limited, using the freepost
envelope incorporated into the form.
Alternatively, you can scan and email the completed proxy form
to meetings@linkmarketservices.co.nz (please put the words
Serko Proxy Form in the subject line for easy identification).
Ordinary Resolution
An ordinary resolution is one passed by a simple majority of
votes from shareholders entitled to vote and voting on the
resolution.
Voting
Voting entitlements for the Annual Meeting will be determined as
at 5.00pm on Monday 16 August 2021. Registered shareholders
at that time will be the only persons entitled to vote at the Annual
Meeting and only the shares registered in those shareholders’
names at that time may be voted at the Annual Meeting.
The Chair will require voting at the Annual Meeting to be
conducted by poll, as required by the NZX Listing Rules.
Serko will disregard any votes on resolution 2 by any non-
executive director of Serko and any associated person of
any non-executive director of Serko, except where any such
vote is cast by the director or one of their associates as proxy
for a person who is entitled to vote and the director or that
associate votes in accordance with express instructions to
vote for or against a particular resolution on the Proxy/Voting
form. No voting restrictions apply to the other resolutions being
considered at the meeting.
More information and Asking Questions
If you have any questions, or for more information,
please contact Serko’s Company Secretary at
company.secretary@serko.com.
Shareholders can also pre-submit questions by sending them
to either online at vote.linkmarketservices.com/SKO or using
the Proxy Form, prior to the meeting. Questions will need to be
submitted by 2.00pm on Monday 16 August 2021.
Company Details
Serko Limited
Saatchi Building Unit 14D
125 The Strand, Parnell
Auckland
New Zealand
Incorporated in New Zealand
ARBN 611 613 980
PO Box 47-638, Ponsonby
+64 9 309 4754
company.secretary@serko.com
* All times and dates stated are New Zealand time (NZT)