Notice of Annual Shareholders Meeting

Notice of Annual Meeting
of Shareholders 2022
When
Wednesday 31 August 2022, 2.00pm

(New Zealand Time)
Where
In person:
Link Market Services Limited,

Level 30, PwC Tower,
15 Customs Street West,
Auckland, New Zealand
Online:
www.virtualmeeting.co.nz/sko22
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, 29 August 2022.
If you cannot attend the 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,
29 August 2022.
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.
Dear Shareholder
On behalf of the Board of Directors I am pleased to invite you
to the 2022 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.
Claudia Batten • Chair
2 August 2022
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 2022 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 Darrin Grafton be re-elected as
an executive director of Serko Limited.
2. That Mr Clyde McConaghy be re-elected as
a non-executive director of Serko Limited.
3. That Ms Jan Dawson be elected as a
non-executive director of Serko Limited.
4. That the directors are authorised to fix the fees and
expenses of Deloitte as auditor for the 2023 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 meeting.
By Order of the Serko Board

Explanatory Notes
Resolution 4:
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 2023 financial year. Under the Companies Act 1993, auditor
fees and expenses must be fixed in the manner determined at
the Annual Meeting. Shareholder approval is, therefore, sought
to authorise the Board to fix the fees and expenses of Deloitte
as auditor.
Resolution 2:
Re-election of Clyde McConaghy as a Director
Clyde McConaghy was appointed as a director by the
shareholders of Serko on 30 April 2014 and was last re elected
by shareholders in August 2019. During his tenure, Clyde has
held various roles leading different committees, first with
Chairing the Audit & Risk Committee and now Chairing the
People, Remuneration and Culture Committee. In accordance
with the applicable NZX Listing Rules, Clyde retires by rotation
and offers himself for re-election as a director of Serko at the
meeting. The Board unanimously supports Clyde’s re-election
and considers that he qualifies as an independent director
under the applicable NZX Listing Rules.
Clyde McConaghy
Independent Non-Executive Director
Clyde is based in Australia. He is the founder of Optima Boards,
providing independent director and advisory services to public,
private, family office and charitable entities around the world.
Clyde has worked in publishing, media, online and technology
sectors, living in the UK, Germany, China and Australia. He is a
director of Neuroscience Research Australia and holds a BBus
(University of South Australia), as well as an MBA from Cranfield
University (UK). Clyde is a Fellow of the Australian Institute of
Company Directors.
Resolution 1:
Re-election of Darrin Grafton as an
Executive Director
Darrin Grafton is one of the co-founders of Serko and is Serko’s
Chief Executive Officer. He was appointed an executive director
at the time of incorporation of Serko on 5 April 2007 (and was
re-elected by shareholders in August 2019). In accordance with
the applicable NZX Listing Rules, Darrin retires by rotation
and offers himself for re-election as a director of Serko at the
meeting. The Board unanimously supports Darrin’s re-election
and considers Darrin to be a non-independent director as he is
an executive officer and substantial shareholder of Serko.
Darrin Grafton
Co-Founder, Chief Executive Officer & Executive Director
Non Independent
Darrin has more than 30 years’ experience in travel technology
and is a recognised industry innovator, previously named as one
of the top 25 most influential executives in the travel industry
by the BTN Group. Darrin has held directorships and senior
management positions across a number of private and public
companies, including the Gullivers Travel Group. In 2021 Darrin
was awarded the INFINZ Leadership Award and has previously
been awarded the NZX Hi-Tech Entrepreneur Award. He is a
member of the Institute of IT Professionals NZ and the Institute
of Directors NZ.
Resolution 3:
Election of Jan Dawson as a Director
Jan Dawson was appointed by the Board on 18 August 2021 to
fill a casual vacancy and as a replacement for retiring director,
Simon Botherway. In accordance with the NZX Listing Rules,
Jan is required to retire at the meeting but, being eligible, offers
herself for election as a director of Serko by shareholders at the
meeting. The Board unanimously supports Jan’s election and
considers that she qualifies as an independent director under
the applicable NZX Listing Rules.
Jan Dawson
Independent Non-executive Director
Jan is Chair of Ports of Auckland Limited and a director of
Meridian Energy Limited. She is a member of the University
of Auckland Council and the Capital Investment Committee of
the Ministry of Health. Jan was previously Chair of Westpac
New Zealand, Deputy Chair of Air New Zealand and a Director
of Goodman Fielder, Beca and AIG NZ. She was a partner of
KPMG for 30 years, and the Chair and Chief Executive of KPMG
New Zealand from 2006 until 2011. She holds a Bachelor of
Commerce from the University of Auckland and is a Fellow of
Chartered Accountants Australia and New Zealand and a Fellow
of the Institute of Directors in New Zealand.

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/sko22.
Shareholders attending and participating in the virtual meeting
will be able to vote and ask questions during the meeting.
More information regarding virtual attendance at the meeting
(including how to vote and ask questions virtually during the
meeting) is available in the ‘Virtual 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
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 will be appointed your proxy
and may only vote in accordance with your express direction.
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 all resolutions 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 29 August 2022.
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.com (please put the words
Serko Proxy Form in the subject line for easy identification).
Ordinary Resolution
All the resolutions required to be considered by shareholders
at the meeting are ordinary resolutions. 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 meeting will be determined at
5.00pm on Monday 29 August 2022. Registered shareholders
at that time will be the only persons entitled to vote at the
meeting and only the shares registered in those shareholders’
names at that time may be voted at the meeting.
The Chair will require voting at the meeting to be conducted
by poll, as required by the NZX Listing Rules.
No voting restrictions apply to the 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 29 August 2022.
Company Details
Serko Limited
Saatchi Building Unit 14D
125 The Strand, Parnell
Auckland
New Zealand
Important Information
* All times and dates stated are New Zealand time (NZT)
Incorporated in New Zealand
ARBN 611 613 980
PO Box 47-638, Ponsonby
+64 9 309 4754
company.secretary@serko.com

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

Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
Link Market Services Link Market Services Limited
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland Auckland 1142
Scan this QR code with your smartphone and vote online

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

PROXY FORM/ADMISSION CARD FOR SERKO LIMITED 2022 ANNUAL MEETING
The Annual Meeting of Shareholders of Serko Limited (the “Company”) will be held at the offices of Link Market Services Limited, Level 30, PwC Tower, 15 Customs
Street West, Auckland and online via the Link Market Services Limited online portal at www.virtualmeeting.co.nz/sko22 on Wednesday, 31 August 2022 commencing
at 2.00pm (New Zealand time). If you will be attending online, you will require your Holder Number for verification purposes.
If you do not plan to attend the meeting in person or virtually but wish to appoint a proxy you can do so online at http://vote.linkmarketservices.com/SKO.
Alternatively, please complete the reverse of this form and return the form intact to Link Market Services Limited. All Proxy Forms must be received by no later than
2.00pm (New Zealand time) Monday, 29 August 2022, being 48 hours before the commencement of the Annual Meeting.

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

Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR by ticking the
‘Proxy Discretion’ box in respect of each resolution. If you do not tick a box your proxy may vote as they choose. If you mark more than one box on a resolution
your vote will be invalid on that resolution. If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on
that resolution on your behalf. If you tick the ‘Abstain’ box for a particular resolution, you are directing your proxy not to vote on that resolution. If a proxy does not
vote on your behalf on a resolution, your votes will not be counted when calculating the majority of that resolution.

The 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 all the resolutions, even if they have an interest in any of the resolutions.

Voting Restrictions
No voting restrictions apply to the resolutions being considered at the meeting.

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

Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).

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

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

PROXY FORM

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

hereby appoint*: _______________________________________________________of___________________________________________________
(Full Name) (E-mail Address)

or: _______________________________________________________of___________________________________________________
(Full Name) (E-mail Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders of the Company to be held at the offices of Link
Market Services Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland and online at www.virtualmeeting.co.nz/sko22 on
Wednesday, 31 August 2022 at 2.00pm (New Zealand time), and at any adjournment of that meeting, and to vote as my/our proxy thinks fit
on any resolutions to amend any of the resolutions, or any resolution so amended and on any other resolution proposed at the Annual Meeting
(or any adjournment thereof) so as to give effect to my/our intention as set out below where possible.
*If you do not name a person as your proxy, but otherwise complete the Proxy Form in full, the Chair will be appointed your proxy and may only
vote in accordance with your express direction.

STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Please note: For each resolution you must tick one box. If you mark the abstain box for a resolution, you are directing your proxy not to vote on
your behalf during a poll and your votes will not be counted in computing the required majority for that resolution.
Resolutions
To consider and, if thought fit pass, the following ordinary resolutions:

Please indicate with a 

For Against Abstain Proxy
Discretion
1.
That Mr Darrin Grafton be re-elected as an executive director of Serko Limited.
   
2.
That Mr Clyde McConaghy be re-elected as a non-executive director of Serko Limited.
   
3.
That Ms Jan Dawson be elected as a non-executive director of Serko Limited.
   
4.
That the directors are authorised to fix the fees and expenses of Deloitte as auditor for
the 2023 financial year.
   

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting (either in person or online) will have the opportunity to ask questions during the meeting. If you
cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
http://vote.linkmarketservices.com/SKO and completing the online validation process or complete the question section below and return to
Link Market Services Limited. Questions will need to be submitted by 2.00pm on Monday 29 August 2022. The Board will seek to address and
answer questions at the Annual Meeting.



STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

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

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Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 884 5916, F: +64 9 377 0545, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980




Market Release
2 August 2022

Notice of Annual Shareholders Meeting

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

Serko’s Annual Meeting will be held at the offices of Link Market Services Limited, Level 30, PwC Tower, 15
Customs Street West, Auckland, New Zealand and online via the Link Market Services online portal at
www.virtualmeeting.co.nz/sko22 on Wednesday, 31 August 2022 commencing at 2.00pm (New Zealand time).

The Notice of Meeting and Proxy/Voting Form will be emailed to shareholders who have provided the
company’s share registrar with an email address and mailed in hard copy where the company’s share registrar
does not have an email address. An electronic copy of these documents will also be available on the
company’s website www.serko.com/investor-centre.


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 (9) 884 5916
investor.relations@serko.com