Notice of 2024 Annual Shareholders’ Meeting

Saatchi Building, Level 1, 125 The Strand, Parnell, Auckland 1010, New Zealand
Phone: +64 (9) 309 4754 • serko.com
Market Release
20 May 2024
Notice of 2024 Annual Shareholders’ Meeting
Serko Limited (ASX & NZX: SKO) (Serko) has today provided a copy of its Notice of the 2024 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/sko24 on Tuesday, 18 June 2024 commencing 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 (along with the referenced EY Director Fee
Benchmarking Summary Report) will also be available on the company’s website: www.serko.com/investors.
ENDS
Released for and on behalf of Serko Limited by Shane Sampson, Chief Financial Officer.

FURTHER INFORMATION
Investor relations
Shane Sampson
Chief Financial Officer
+64 9 884 5916
investor.relations@serko.com
Media relations
Coran Lill
+61 (0)468 963 068
coran.lill@csladvisory.co.nz

---

Notice of Annual Meeting
of Shareholders 2024
When
Tuesday, 18 June 2024 at 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/sko24
Claudia Batten – Chair
20 May 2024
Dear Shareholder
On behalf of the Board of Directors I am pleased to
invite you to the 2024 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
on Sunday, 16 June 2024, New Zealand Time (NZT).
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 on Sunday, 16 June 2024 (NZT).
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 2024 and the
progress and priorities 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 Dr Sean Gourley be elected as a non executive
director of Serko Limited.
2. That Mr Robert Shaw be re-elected as a director
of Serko Limited.
3. That:
(a) The maximum aggregate remuneration payable
to non-executive directors of Serko Limited be
increased by approximately NZ$112,173 per annum
from NZ$600,000 per annum to A$650,000
1
per
annum, to be paid and allocated as the Board
considers appropriate.
(b) Any remuneration payable to non-executive
directors may, at the Board’s discretion, in whole
or in part, be through an issue of Equity Securities,
as that term is defined in the NZX Listing Rules.
4. That the directors are authorised to fix the fees
and expenses of Deloitte as auditor for the 2025
financial year.
See explanatory notes on each of these resolutions below.
All monetary amounts relating to non-executive
directors’ remuneration in this Notice are exclusive of GST,
where applicable.
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
1 Equal to approximately NZ$712,173.

Explanatory Notes
Resolution 1:
Election of Dr Sean Gourley as a Director
Dr Sean Gourley was appointed as Serko’s fourth non-executive director (NED) by the Board,
effective on 1 February 2024.
In accordance with the NZX Listing Rules, Sean is required to retire at the meeting, but
being eligible, offers himself for election as a director of Serko to shareholders at the meeting.
The Board unanimously supports Sean’s election and considers he qualifies as an independent
director under the applicable NZX Listing Rules.
Resolution 2:
Re-election of Mr Robert Shaw as a Director
Mr Robert (Bob) Shaw is one of the Co-founders of Serko and is Serko’s Chief Strategy Officer.
He was appointed an executive director when Serko was incorporated on 5 April 2007
(and was re-elected by shareholders in August 2018 and August 2021). 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 and
considers Bob to be a non-independent director as he is an executive officer and substantial
shareholder of Serko.
Sean Gourley
Independent, Non-Executive Director
Sean has established and grown two ground-breaking Silicon Valley technology companies: Primer, an AI and machine
learning company where he was CEO from 2015 to 2023 and Quid, an AI-powered visualisation company where he was
Chief Technology Officer. In his early career, he was a research scientist at NASA and a research fellow at the University
of Oxford where he published ground-breaking research into the mathematics of war in leading science journal Nature.
He also served on the board of Anadarko Petroleum, a US-based Fortune 500 energy company, from 2015 until its acquisition
in 2019. Dr Gourley has a Master of Science majoring in physics from the University of Canterbury (New Zealand) and a PhD
in physics from the University of Oxford, which he attended as a Rhodes Scholar.
Robert (Bob) Shaw
Non-Independent, Executive Director
Bob has been involved in transforming the travel industry since 1987, 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 Gulliver’s Travel Group and Interactive Technologies. Bob has been a past finalist
for the EY Entrepreneur of the Year Award. He is a member of the Institute of IT Professionals NZ and the Institute of
Directors NZ/Australia.

2 Based on the RBNZ NZD/AUD rate as at 9 May 2024 of 0.91270, A$650,000 is equal to approximately NZ$712,173.
Explanatory Notes
Resolution 3:
Non-Executive Director Remuneration
This resolution is put to shareholders in accordance with NZX Listing Rule 2.11.1 and relates to the maximum aggregate
fees payable to all NEDs. At present, the maximum fee pool for NEDs is NZ$600,000 per annum, as approved by shareholders
at Serko’s Annual Meeting in August 2021.
The Company is seeking shareholder resolution to:
• Approve an increase to the NED fee pool of approximately NZ$112,173 per annum from NZ$600,000 per annum
to A$650,000
2
per annum, to be paid and allocated as the Board considers appropriate; and
• Approve that any remuneration payable to NEDs may, at the Board’s discretion, in whole or in part, be through
an issue of Equity Securities, as that term is defined in the NZX Listing Rules.
Current NED fee pool
Serko’s current NED fee pool was set in August 2021, during FY22. Since then:
• Serko has appointed a fourth NED;
• Serko’s business has increased in complexity and size, becoming larger and more international, with Serko’s total income
increasing from NZ$18.9m in FY22, to approximately NZ$71m (unaudited) in FY24; and
• CPI (Consumer Price Index) in New Zealand and Australia has increased 17.2% and 15.1% respectively over the
FY22 to FY24 period.
Independent benchmarking
The Board remains committed to setting its NED fee pool and NED fees in a transparent manner. To inform its proposal,
Ernst & Young (Australia) (EY) was appointed to prepare an independent report to benchmark director fees against
comparator organisations in Australia and New Zealand. A Summary Report is available on our Investor Centre site:
www.serko.com/investors.
The comparator groups used are in the table below. A full list of the comparator organisations is contained in the
Summary Report.

Group TypeDefinition
Australian GroupAustralian companies with a market capitalisation within 50% to 300% of Serko’s market
capitalisation of A$456 million (using a one-month average to 31 December 2023) and within
the Global Industry Classification Standards (GICS) Consumer Discretionary and Information
Technology sector.
New Zealand GroupNew Zealand companies with a market capitalisation within 50% to 200% of Serko’s market
capitalisation of NZ$491 million (using a one month average to 31 December 2023) and within
the Global Industry Classification Standards (GICS) Consumer Discretionary and Information
Technology sector.

EY’s Guidance Range
EY has provided guidance on setting Serko’s aggregate NED fee pool and individual NED fees. Such factors, include, but are
not limited to, Serko’s market positioning, Board workload, Serko’s dual listing, international nature of the technology sector
in which it operates and the limited fee pool headroom following the appointment of a new director in February 2024.
Considering the relevant factors, EY states that Serko’s NED fees would be considered market aligned if positioned between
the 50th and 75th percentiles of the relevant market data. They have separately provided market aligned NED fee ranges
within the Summary Report.

Explanatory Notes
Board’s review and proposed increase
The Board proposes, and recommends to shareholders, to increase the NED fee pool from NZ$600,000 per annum to
A$650,000 per annum. This proposal sits below the market aligned range of A$711,000 and A$825,000 noted in the
Summary Report.
Under the current fee pool there is insufficient headroom to appoint all NEDs to sub-Committees due to allowances for FX
fluctuations and/or ad hoc special exertion fees to directors for services outside their usual duties for Serko in exceptional
circumstances. If the fee pool is increased to A$650,000, Serko will no longer need to manage FX fluctuations within the
headroom as the fee pool currency and fee policy currency will be aligned. Serko will also be able to appoint new directors to
Committees and/or form new Committees from time to time, if required.
Should the proposed increase be approved, the Board intends to appoint Dr Sean Gourley as a member of the Audit, Risk
and Sustainability Committee. Following this appointment, and adoption of the proposed NED fee policy, Serko expects to
have headroom of A$100,000 or approximately 15% which it views as more aligned to market practice.
Serko’s current NED fee policy was set in May 2021. If the NED fee pool is increased, the Board intends to update its fee
policy effective 1 July 2024, as outlined in the table below:
Fee TypeCurrent FeeProposed FeeMarket Aligned Fee Range
Chair Fee
3
A$158,000A$180,000A$185,000 – A$224,000
NED Base FeeA$95,000A$100,000A$95,000 – A$120,000
NED Committee Chair FeeA$20,000A$20,000A$15,000 – A$22,000
NED Committee Member FeeA$9,000A$10,000A$10,000 – A$10,000
In forming the proposed fee policy, the Board has considered:
•an appropriate reduction to the gap between the current Chair Fee and the market aligned fee range, to reflect the
responsibilities and workload of this role;
•a shift towards the market approach of a 2:1 ratio of Chair Fees to NED Base Fees with no additional payments
for the Chair’s attendance at Committee meetings;
•simplification of the fee structure for Committees so that the NED Committee Chair Fee is a two-times multiple
of the NED Committee Member Fee;
•Serko’s relatively small number of NEDs and the workload of the Board, which is positioned at the median for the
Australian comparator group and above the 75th percentile of the New Zealand comparator group (measured by
number of meetings per annum); and
•the level of inflation since the current fee policy was set, noting that all increases are below CPI increases
in New Zealand and Australia.
Voting restrictions
Pursuant to NZX Listing Rule 6.3.1, Serko will disregard each vote cast on resolution 3 by:
1.any NED of Serko; and
2.any Associated Person (as that term is defined in the NZX Listing Rules) of any non-executive director of Serko,
except where any such vote is cast by the non-executive director or associated person as proxy for another person
who is qualified to vote and only in accordance with that person’s express instructions.
Resolution 4:
Fixing the Fees and Expenses of the Auditor
Deloitte are currently Serko’s auditors and will automatically be reappointed under the Companies Act 1993 to act as auditor
for the 2025 financial year. Under the 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.
3 Under Serko’s current fee policy, the Chair is paid a base fee of A$140,000 with additional A$18,000 Committee fees.
Under the proposed fee policy, the Chair fee is inclusive of all Committee membership fees.

* All times and dates stated are New Zealand time (NZT)
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/sko24.
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 which can
be found on your Proxy Form.
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 on their behalf by
completing and returning the enclosed Proxy Form or
lodging their Proxy Form 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 they see 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 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 3 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 them 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, 2 and 4
(refer below in respect of resolution 3) 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 Sunday, 16 June
2024 (NZT).
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 a resolution that is approved
by a simple majority of the votes of those shareholders
entitled to vote and voting on the resolution.
Voting
Voting entitlements for the meeting will be determined
at 5.00pm on Friday, 14 June 2024 (NZT). 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.
Serko will disregard each vote cast on resolution 3 by
any non-executive director of Serko and any Associated
Person (as that term is defined in the NZX Listing Rules)
of any non-executive director of Serko, except where
any such vote is cast by the non-executive director or
associated person as proxy for another person who is
qualified to vote and only in accordance with that person’s
express instructions. 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 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 Sunday, 16 June
2024 (NZT).
Company Details
Serko Limited
Saatchi Building Level 1
125 The Strand, Parnell
Auckland 1010
New Zealand
Incorporated in New Zealand
ARBN 611 613 980
PO Box 47-638, Ponsonby
+64 9 309 4754
company.secretary@serko.com

---

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

Scan & email:
meetings@linkmarketservices.com

Deliver:
Link Market Services
Level 30
PWC Tower
15 Customs Street West
Auckland 1010
Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976
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 2024 ANNUAL SHAREHOLDER 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/sko24 on Tuesday, 18 June 2024 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) Sunday, 16 June 2024, 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: (a) will be appointed your proxy
and may only vote in accordance with your express direction; and (b) will not vote on resolution 3 if granted a discretion on how to vote on that resolution.

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 resolutions 1, 2 and 4 (refer below in respect of resolution 3) even if they
have an interest in any of the resolutions.
Voting Restrictions
Serko will disregard each vote cast on resolution 3 by any non-executive director of Serko and any Associated Person (as that term is defined in the NZX Listing
Rules) of any non-executive director of Serko, except where any such vote is cast by the non-executive director or associated person as proxy for another person
who is qualified to vote and only in accordance with that person’s express instructions. No voting restrictions apply to the other 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/sko24 on
Tuesday, 18 June 2024 commencing at 2.00pm (New Zealand time), and at any adjournment of that meeting, and to vote as my/our proxy
thinks fit (to the extent permitted by law and the NZX Listing Rules) on any resolutions to amend any of the resolutions, or any resolution so
amended and on any other resolution proposed at the Annual Meeting (or any adjournment thereof) so as to give effect to my/our intention as
set out below where possible.
*If you do not name a person as your proxy, but otherwise complete the Proxy Form in full, or your named proxy does not attend the Annual
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 3 if granted a discretion on how to vote on that resolution.
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 Dr Sean Gourley be elected as a non-executive director of Serko Limited.
   
2.
That Mr Robert Shaw be re-elected as a director of Serko Limited.
   
3.
That:
(a) The maximum aggregate remuneration payable to non-executive directors of
Serko Limited be increased by approximately NZ$112,173 per annum from
NZ$600,000 per annum to A$650,000¹ per annum, to be paid and allocated as
the Board considers appropriate.
(b) Any remuneration payable to non-executive directors may, at the Board's
discretion, in whole or in part, be through an issue of Equity Securities, as that
term is defined in the NZX Listing Rules.
   
4.
That the directors are authorised to fix the fees and expenses of Deloitte as auditor for
the 2025 financial year.

1 Equal to approximately NZ$712,173.
   

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 Sunday, 16 June 2024. 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:

---

Non-Executive Director
fee benchmarking summary
Serko Limited
9 May 2024

Serko Limited
Non-Executive Director fee benchmarking
EY  1

Table of contents
1. Introduction ................................................................................................................................................................................................ 1
1.1 Background ........................................................................................................................................................................................... 1
1.2 Comparator groups ................................................................................................................................................................................ 1
1.3 Fee elements presented ......................................................................................................................................................................... 1
1.4 Key considerations................................................................................................................................................................................. 3
2. Fee benchmarking findings ........................................................................................................................................................................... 4
2.1 Actual and policy fees ............................................................................................................................................................................ 4
2.2 Aggregate NED fee pool, number of meetings and NEDs ............................................................................................................................ 4
2.3 Guidance on setting the aggregate NED fee pool and NED fees at Serko...................................................................................................... 5
2.4 NED fee trends – Australia ...................................................................................................................................................................... 6
2.5 NED fee trends – New Zealand................................................................................................................................................................. 6
2.6 Comparator group constituents............................................................................................................................................................... 7

Serko Limited
Non-Executive Director fee benchmarking
EY  2

1. Introduction
1.1 Background
Serko Limited (Serko) has engaged Ernst & Young (EY) to provide market
data in relation to Non-Executive Director (NED) Board and Committee
fees.
This report provides the results of our analysis of disclosed information
relating to Non-Executive Director (NED) remuneration quantum of
companies selected by Serko.
The report provides market information on:
► Non-Executive Chair (Chair) fees
► Non-Executive Director (Other NED) fees
► Audit, Risk and Sustainability Committee Chair and Member fees
► Remuneration and Culture Committee Chair and Member fees
► Aggregate NED fee pools and the number of disclosed NEDs
► The number of Annual Board meetings.
For the purposes of this report, all NED fees have been converted to
Australian dollars using the 12-month average exchange rate to the
relevant companies’ financial year end. Exchange rates were sourced
from LSEG.
1.2 Comparator groups
Market data is presented for two comparator groups as requested by
Serko.
Comparator groups
Group name Definition
Australia
Australian companies with a 12-month average market capitalisation within 50% to 300% of
Serko’s one-month average market capitalisation of AU$456 million and within the Global
Industry Classification Standard (GICS) Consumer Discretionary and Information Technology
sector.
New Zealand
New Zealand companies with a market capitalisation within 50% to 200% of Serko’s market
capitalisation of NZ$491 million and within the GICS Consumer Discretionary and
Information Technology sector.
1.3 Fee elements presented
The following fee elements are presented in this report:
Fee elements analysed Roles
Actual total fees Chair All other NEDs (Other NEDs)
Board fee policy information Chair Other NED base fees
Audit, Risk and Sustainability Committee Chair Member
Remuneration and Culture Committee Chair Member
Aggregate NED fee pools
Number of NEDs
Number of Annual Board meetings

Serko Limited
Non-Executive Director fee benchmarking
EY  3

Actual total fees
Actual total fees represent the total fees paid to NEDs for the financial
year, which includes super, benefits and valuations of any equity grants
for Australian-based NEDs. Actual total fees are useful for understanding
how overall NED total fees compare against the comparator groups.
Policy fees
Policy fees represent the fees determined by the Company to
remunerate NEDs for participation on the Board and Committees. Policy
fees are useful for benchmarking and developing fee structures, as they
differentiate between fees for different roles.
1.4 Key considerations
The findings in this section summarise the percentile market positioning
of Serko NED fees against the market data. Fees were considered to be
‘at’ the relevant market reference point if fees were positioned within
10% of the market data reference point.
When determining the appropriate fees for Serko’s NEDs the following
key points should be taken into account:
► The companies included in the comparator groups: NED fees are
typically compared against general industry, as a broad range of
skills and experiences are required to create an effective Board of
directors. In addition, a specific industry comparator group can
provide a useful secondary comparison as it reflects the skills and
experiences specific to the industry that Serko is operating in.
► Positioning relative to the comparator groups: The Company’s NED
fee position should be reflective of the market capitalisation and
revenue position of the Company.
► Time commitment required for NEDs: The higher the time
commitment, the greater the emphasis on positioning fees above
median may be. Consideration of time commitment should focus on
ongoing time rather than one-off, increased loads (e.g., due to a
transaction).
► Complexity of business: Complexity may be measured by factors
such as international footprint (e.g., overseas revenue, assets, etc.)
and regulatory / industry issues. The higher the complexity of the
industry in which the company operates, the greater the emphasis
on positioning fees above median may be.
► Degree of potential reputational risk: The higher the potential
reputational risk, the greater the emphasis on positioning fees
above median may be.
► The supply of talent available for the role(s): The greater the
scarcity of talent, the greater the emphasis on positioning fees
above median may be. Companies may also consider the need for
specific skills within the Board.
► Fee pool: The Company’s fee pool is currently set in New Zealand
dollars.
► Fee policies: Serko’s fee policy is set in Australian dollars, which is
different from the current fee pool currency.
► Chair fees: in addition to Board fees, the Chair is entitled to
committee fees. Currently the Chair receives an Audit, Risk and
Sustainability Committee Member fee as well as a Remuneration and
Culture Committee Member fee.
Company positioning with the comparator groups
The table below summarises the positioning of Serko’s market
capitalisation and revenue relative to the comparator groups.
Company positioning within the comparator group
Comparator group Market capitalisation Revenue
Australia Aligned to the median Below the 25
th
percentile
New Zealand Aligned to the median Below the 25
th
percentile

Serko Limited
Non-Executive Director fee benchmarking
EY  4

2. Fee benchmarking findings
The findings in this section summarise the benchmarking outcomes for Serko’s NED roles against the market data. Fees were considered to be ‘at’ the
relevant market reference point if fees were positioned within 10% of the market data reference point. We confirm our report has been prepared
independently and is not subject to any influence from the management or any Board Member of Serko or any third party.

2.1 Actual and policy fees
The table below summarises the positioning of Serko’s NED fees relative
to the comparator group. Where the position of fees is between two
positions, this is possible due to the narrower range of companies in the
comparator group.
Position of fees within the comparator groups
Comparator group Chair Other NEDs
Actual Total Fees
Australia Aligned to the 25
th
percentile
Between the median and the 75
th

percentile
New Zealand
Aligned to the median and the 75
th

percentile
Above the 75
th
percentile
Board Fee Policy
Australia Below the 25
th
percentile Aligned to the median
New Zealand
Between the 25
th
percentile and
the median
Aligned to the 75
th
percentile

Committee Chair Committee Member
Audit and Risk Committee Fees
Australia Aligned to the median
Aligned to the 25
th
percentile and the
median
New Zealand Aligned to the 75
th
percentile
Aligned to the median and the 75
th

percentile
Remuneration Committee Fees
Australia Aligned to the 75
th
percentile
Aligned to the median and the 75
th

percentile
New Zealand Above 75
th
percentile Above the 75
th
percentile
2.2 Aggregate NED fee pool, number of
meetings and NEDs
The table below summarises the positioning of Serko’s aggregate NED
fee pool, number of Board meetings and number of NEDs relative to the
comparator group.
Position of aggregate NED fee pool, number of Board meetings and NEDs
Comparator group Positioning
Aggregate fee pool
Australia Below the 25
th
percentile
New Zealand Aligned to the 25
th
percentile
Number of Board meetings
Australia Aligned to the median
New Zealand Above the 75
th
percentile
Number of NEDs
Australia Below the 25
th
percentile
New Zealand Below the 25
th
percentile

Serko Limited
Non-Executive Director fee benchmarking
EY  5

2.3 Guidance on setting the aggregate NED fee
pool and NED fees at Serko
In providing Serko with guidance on setting the aggregate NED fee pool
and NED fees, the following has been taken into consideration:
► Serko’s market capitalisation positioning against the agreed
New Zealand and Australian comparator groups (aligned to the
median for each). Serko’s revenue is positioned below the 25
th

percentile for both comparator groups
► The workload of the Board (number of meetings per annum)
positioning at the median for the Australian comparator group and
above the 75th percentile for the New Zealand comparator group.
We note the comments of the Company regarding the number of
additional, ad hoc meetings held by the Board; and, the low number
of directors the Company may access to meet the higher workload
► Serko’s more complex New Zealand and Australia dual listing
► The international nature of the Technology sector in which the
Company operates
► The skills sets and locations of NEDs the Company seeks to attract
in order to exercise effective governance and oversight
► A preference by the Company for NED fee structural simplicity:
► To reflect the market approach of a policy of the Chair fee to be
approximately twice the Board Member base fee, and to cease
payment of committee fees to the Board Chair
► To establish, as far as possible, a consistent set of Committee
Chair and Member fees with the same two-times multiple for
Committee Chair to Member fees
► The existing Company practice of setting the fee pool in
New Zealand (NZ$) and NED fee policy in Australian Dollars (AU$)
► The relatively narrow trading range for foreign exchange rates
between the AU$ and the NZ$
► The limited fee pool headroom following the recent appointment of
an additional director (with the board size remaining below market)
► The time which has elapsed since the last Serko fee movement
(2021) and market movements in NED fees since that time.
2.3.1 Indicative fee ranges
Based on the factors above, generally Serko’s NED fees would be
considered to be market aligned if positioned between the 50th and the
75th percentiles of the relevant market data, and the NED fee pool
would be considered to be market aligned if positioned between the 25th
and the 50th percentiles of the relevant market data. Based on the
market data set out in our report titled Non-Executive Director fee
benchmarking dated 5 March 2024, the table below presents indicative
market aligned Serko NED fee element ranges.
The indicative market aligned Serko NED fee element ranges are
presented based on EY’s current understanding of Serko and its
circumstances at the time of the analysis. Should the Company possess
additional information, or if the Company’s circumstances alter, the
outcomes of the analysis may alter.
Fee element
Current fees
(AU$’000)
Fee range
(AU$’000)
Aggregate fee pool 562 (NZ$600)* 711 – 825
Board Chair 158** 185 – 224
Other NED board base fee 95 95 – 120
Audit, Risk and Sustainability Committee Chair
20
20 – 22
Remuneration and Culture Committee Chair 15 – 20
Audit, Risk and Sustainability Committee Member
9
10 – 11
Remuneration and Culture Committee Member 10***

*Serko’s aggregate NED fee pool is currently set in NZ$.
**Currently the Chair is paid a Chair fee (AU$140,000) + Committee fees (AU$18,000)
***We note the 50
th
and the 75
th
percentiles both equate to $10,000.

Serko Limited
Non-Executive Director fee benchmarking
EY  6

2.4 NED fee trends – Australia
The following table presents policy Chair and Other NED fees general market movements in Australia for the year ended 30 June 2023. The movements
below reflect where a change was made to the Chair and Other NED policy fees.
ASX 100 NED data Average movement (%)
Board Chair Fee 3.5%
Base fee for Other NEDs 3.3%

2.5 NED fee trends – New Zealand
The following table presents Chair and Other NED policy fees general market movements from EY’s Directors’ Fees Report 2023/24.
Role Average movement (%)
Board Chair Fee 6.6%
Base fee for Other NEDs 6.9%

The New Zealand movements above are affected by two key factors:
► Some organisations do not review fees annually; therefore, the annual fee movement is somewhat impacted by minimal increases given the NEDs in
the overall sample.
► The data above reflects the whole sample median movement. As a result, changes in the sample composition can impact reported policy fee
movement data.

Serko Limited
Non-Executive Director fee benchmarking
EY  7

2.6 Comparator group constituents
Companies in the two comparator groups are presented below, ranked by 12-month average market capitalisation up to 31 December 2023.
Serko is not included in the comparator groups below. However, it is presented for comparative purposes.
Comparator group constituents
Company name
Comparator group:
Australia
Comparator group: New
Zealand
Market capitalisation
($m) 12-month average to
31 December 2023
Revenue as at financial year end
($m)
Megaport Limited ✓ 1,364 230
Audinate Group limited ✓ 1,352 70
Data3 Limited ✓ 1,301 2,565
Objective Corporation Limited ✓ 1,168 110
Hansen Technologies Limited ✓ 988 312
Silex Systems Limited ✓ 962 9
Argosy Property Limited

✓
899 134
Jumbo Interactive Limited ✓ 836 119
Tourism Holdings Limited ✓ 775 616
Winton Land Limited ✓ 771 196
Arvida Group Limited ✓ 766 206
Weebit Nano Ltd ✓ 766 -
Stride Property Limited ✓ 740 88
Nuix Limited ✓ 662 183
Delegat Group Limited ✓ 647 354
Henderson Far East Income Limited ✓ 646 -
FINEOS Corporation Holdings PLC ✓ 635 205
Gentrack Group Limited ✓ ✓ 621 158
Infomedia Limited ✓ 511 130
Oceania Healthcare Limited ✓ 510 229
Warehouse Group Limited (The) ✓ 503 3,143

Serko Limited
Non-Executive Director fee benchmarking
EY  8

Comparator group constituents
Company name
Comparator group:
Australia
Comparator group: New
Zealand
Market capitalisation
($m) 12-month average to
31 December 2023
Revenue as at financial year end
($m)
Channel Infrastructure NZ Limited ✓ 504 82
KMD Brands Limited ✓ ✓ 496 1,019
Kogan.com Ltd ✓ 491 490
Napier Port Holdings Limited ✓ 473 110
Ainsworth Game Technology Limited ✓ 461 220
Serko 456 44
Scales Corporation Limited ✓ 456 577
Restaurant Brands NZ Limited ✓ ✓ 446 1,210
Investore Property Limited ✓ 417 66
RPMGlobal Holdings Limited ✓ 392 98
ReadyTech Holdings Limited ✓ 391 103
Kingfish Limited ✓ 389 -
Helloworld Travel Limited ✓ 370 166
Bravura Solutions Limited ✓ 370 249
Vista Group International Limited ✓ ✓ 366 126
Sky Network Television Limited ✓ 360 698
Sanford Limited ✓ 360 516
3P Learning Limited ✓ 351 107
AFT Pharmaceuticals Limited ✓ 352 147
Michael Hill International Limited ✓ 343 631
NOVONIX Limited ✓ 334 4
Smartpay Holdings Limited ✓ 337 73
Catapult Group International Limited ✓ 329 126
NZX Limited ✓ 323 89

Serko Limited
Non-Executive Director fee benchmarking
EY  9

Comparator group constituents
Company name
Comparator group:
Australia
Comparator group: New
Zealand
Market capitalisation
($m) 12-month average to
31 December 2023
Revenue as at financial year end
($m)
Brainchip Holdings Ltd ✓ 307 7
Atturra Limited ✓ 300 178
Qoria Limited ✓ 291 82
Hallenstein Glasson Limited ✓ 292 382
Rakon Limited ✓ 269 169
Pointsbet Holdings Limited ✓ 265 210
Scott Technology Limited ✓ 254 246
Symbio Holdings Limited ✓ 253 211
Colonial Motor Company Limited ✓ 253 925
DUG Technology Ltd ✓ 232 76

EY | Building a better working world

EY exists to build a better working world, helping
to create long-term value for clients, people and
society and build trust in the capital markets.

Enabled by data and technology, diverse EY
teams in over 150 countries provide trust
through assurance and help clients grow,
transform and operate.

Working across assurance, consulting, law,
strategy, tax and transactions, EY teams ask
better questions to find new answers for the
complex issues facing our world today.
EY refers to the global organization, and may refer to one or more, of the member firms of Ernst
& Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a
UK company limited by guarantee, does not provide services to clients. Information about how
EY collects and uses personal data and a description of the rights individuals have under data
protection legislation are available via ey.com/privacy. EY member firms do not practice law
where prohibited by local laws. For more information about our organization, please visit
ey.com.
About EY's People Advisory Services
As the world continues to be impacted by globalization, demographics, technology, innovation
and regulation, organizations are under pressure to adapt quickly and build agile people cultures
that respond to these disruptive forces. EY People Advisory Services believes a better working
world is helping our clients harness their people agenda — the right people, with the right
capabilities, in the right place, for the right cost, doing the right things.
We work globally and collaborate to bring you professional teams to address complex issues
relating to organization transformation, end-to-end employee lifecycles, effective talent
deployment and mobility, gaining value from evolving and virtual workforces, and the changing
role of HR in support of business strategy. Our EY professionals ask better questions and work
with clients to create holistic, innovative answers that deliver quality results.
© 2024 Ernst & Young, Australia
All Rights Reserved.
Ernst & Young is a registered trademark. Our report may be relied upon by Serko Limited for the
purpose of understanding Non-Executive Director remuneration market data, pursuant to the terms
of our engagement letter dated 18 December 2023. We disclaim all responsibility to any other party
for any loss or liability that the other party may suffer or incur arising from or relating to or in any
way connected with the contents of our report, the provision of our report to the other party or the
reliance upon our report by the other party.
For the purposes of section 206L of the Corporations Act 2001 (Cth) this report does not contain a
remuneration recommendation in relation to key management personnel.

Liability limited by a scheme approved under Professional Standards Legislation.

ey.com