Notice of Annual Shareholders Meeting

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
25 May 2023

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/sko23 on Wednesday, 28 June 2023 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 Shane Sampson, Chief Financial Officer.
ENDS

For investor relations queries please contact:
Shane Sampson
Chief Financial Officer
+64 9 884 5916
investor.relations@serko.com

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Notice of Annual Meeting
of Shareholders 2023
When
Wednesday 28 June 2023, 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/sko23
Claudia Batten – Chair
25 May 2023
Dear Shareholder
On behalf of the Board of Directors, I am pleased
to invite you to the 2023 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.
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, 26 June 2023.
If you cannot attend the meeting 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, 26 June 2023.
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 2023
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 Ms Claudia Batten be re-elected as
a non-executive director of Serko Limited.
2. That the directors are authorised to fix the fees
and expenses of Deloitte as auditor for the 2024
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 1:
Re-election of Claudia Batten as a Director
Claudia Batten was first appointed as a director of Serko
in April 2014 and was last re-elected in August 2020.
She is the Chair of the Serko Board and a member of the
Audit, Risk and Sustainability Committee and People,
Remuneration and Culture Committee.
In accordance with the applicable NZX Listing Rules,
Claudia retires by rotation and offers herself for
re-election as a director of Serko at the meeting.
The Board unanimously supports Claudia’s re-election
and considers that she qualifies as an independent
director under the applicable NZX Listing Rules.
Claudia Batten
Independent Non-Executive Director, Chair
Claudia holds an LLB (Hons) and BCA from Victoria
University (Wellington). She is a currently a director of
Air New Zealand and Vista Group and was previously a
digital adviser to the Board of Westpac New Zealand.
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.
Resolution 2:
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 2024 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.

* 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
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 enclosed with 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.
Voti n g
Voting entitlements for the meeting will be determined
at 5.00pm on Monday, 26 June 2023. 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,
26 June 2023.
Company Details
Serko Limited
Saatchi Building Unit 14D
125 The Strand, Parnell
Auckland
New Zealand
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/sko23.
Shareholders attending and participating in the virtual
meeting will be able to vote and ask questions during
the meeting. If you will be attending online, you will
require your Holder Number for verification purposes.
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,
26 June 2023.

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

Scan & email:
meetings@linkmarketservices.com
Mail:
Deliver: Use the enclosed reply paid
Link Market Services envelope or address to:
Level 30, PwC Tower, Link Market Services Limited
15 Customs Street West, PO Box 91976
Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

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

PROXY FORM/ADMISSION CARD FOR SERKO LIMITED 2023 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/sko23 on Wednesday, 28 June 2023 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, 26 June 2023, 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/sko23 on
Wednesday, 28 June 2023 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 Ms Claudia Batten be re-elected as a non-executive director of Serko Limited.
   
2.
That the directors are authorised to fix the fees and expenses of Deloitte as auditor
for the 2024 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 26 June 2023. 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: