Notice of 2025 Annual Shareholders Meeting

Serko Limited, Saatchi Building, Unit 14D, 125 The Strand, Parnell, Auckland, New Zealand
PO Box 37-865, Parnell, T: +64 9 884 5916, F: +64 9 377 0545, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

Market Release
22 May 2025
Notice of 2025 Annual Shareholders Meeting
Serko Limited (ASX & NZX: SKO) (Serko) has today provided a copy of its Notice of the 2025 Annual
Shareholders Meeting.
Serko’s Annual Meeting will be held at the offices of MUFG Corporate Markets, Level 30, PwC Tower,
15 Customs Street West, Auckland, New Zealand and online via the MUFG Corporate Markets online
portal at www.virtualmeeting.co.nz/sko25 on Thursday 26 June 2025 commencing 10.00am (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/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.com

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Notice of Annual Meeting
of Shareholders 2025
When
Thursday 26 June at 10.00am
(New Zealand Time)
Where
In person:
MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street West
Auckland
New Zealand
Online:
www.virtualmeeting.co.nz/sko25
Claudia Batten – Chair
22 May 2025
Dear Shareholder
On behalf of the Board of Directors I am pleased to
invite you to the 2025 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.cm.mpms.mufg.com/SKO or using the Proxy Form.
Questions will need to be submitted by 10.00am on
Tuesday 24 June 2025, 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 MUFG Corporate Markets by
10.00am on Tuesday 24 June 2025 (NZT).
Items of Business
A. Chair’s Address and
Chief Executive Officer’s Address
Chair, Claudia Batten, and Co-Founder and Chief Executive
Officer, Darrin Grafton, will provide an overview of the
Company’s performance for the year ended 31 March
2025, 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 Ms Jan Dawson be re-elected as a non-executive
director of Serko Limited.
3. That the directors are authorised to fix the fees and
expenses of Deloitte as auditor for the 2026 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
Board Succession
As previously disclosed in the Company’s 2025 Annual Report, Clyde McConaghy will retire at the conclusion of the
2025 Annual Meeting. Consequently, he is not seeking re-election at this Annual Meeting. The Board thanks Clyde for his
leadership and commitment to the Company over the past 11 years.
Resolution 3:
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 2026 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.
Resolution 1:
Re-election of Mr Darrin Grafton as an Executive Director
Darrin is one of the co-founders of Serko and is Serko’s Chief Executive Officer. He was
appointed as an executive director when Serko was incorporated on 5 April 2007 (and was re-
elected by shareholders in August 2019 and August 2022). In accordance with the 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
Non-Independent Executive Director
Darrin has more than 30 years’ experience in travel technology and is a recognised industry innovator, named twice 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 2:
Re-election of Ms Jan Dawson as a Non-Executive Director
Jan Dawson was appointed as a director by the Board on 18 August 2021 and elected by
shareholders on 31 August 2022. During her tenure, Jan has been the Chair of the Audit, Risk
and Sustainability Committee at Serko. In accordance with the NZX Listing Rules, Jan retires
by rotation and offers herself for re-election as a director of Serko at the meeting. The Board
unanimously supports Jan’s re-election and considers Jan to be an independent director.
Jan Dawson
Independent, Non-Executive Director
Jan is Chair of Port of Auckland and a director of ACC. She was previously Chair of Westpac New Zealand, Deputy Chair for
Air New Zealand, and a director of Beca, AIG NZ and Meridian Energy, and a member of the University of Auckland Council.
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 the New Zealand Institute of Chartered
Accountants and a fellow of the Institute of Directors in New Zealand. In 2024 she was named Chairperson of the Year
at the Deloitte Top 200 Awards.

All times and dates stated are New Zealand time (NZT)
Important Information
Incorporated in New Zealand
ARBN 611 613 980
PO Box 37-865, Parnell
+64 9 309 4754
company.secretary@serko.com
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, MUFG
Corporate Markets at www.virtualmeeting.co.nz/sko25.
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
Guide’ available at https://mail.cm.mpms.mufg.com/
MUFG/MUFG_VirtualMeetingGuide.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 appoint their proxies online by
visiting vote.cm.mpms.mufg.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 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 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 10.00am on Tuesday 24 June 2025
(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
(HIN/SRN) 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, MUFG Corporate Markets,
using the freepost envelope enclosed with the form.
Alternatively, you can scan and email the completed
Proxy Form to meetings.nz@cm.mpms.mufg.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.
Voti n g
Voting entitlements for the meeting will be determined
at 5.00pm on Tuesday 24 June 2025 (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.
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.cm.mpms.mufg.com/SKO or
using the Proxy Form, prior to the meeting. Questions will
need to be submitted by 10.00am on Tuesday 24 June
2025 (NZT).
Company details
Serko Limited
Saatchi Building, Unit 14d
125 The Strand, Parnell
Auckland 1010
New Zealand

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LODGE YOUR PROXY
Online:
vote.cm.mpms.mufg.com/SKO
Scan & email:
meetings.nz@cm.mpms.mufg.com

Deliver:
MUFG Corporate Markets
A division of MUFG Pension &
Market Services
Level 30
PWC Tower
15 Customs Street West
Auckland 1010
Mail:
Use the enclosed reply paid
envelope or address to:
MUFG Corporate Markets
A division of MUFG Pension &
Market Services
PO Box 91976
Auckland 1142

Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com

PROXY FORM/ADMISSION CARD FOR SERKO LIMITED 2025 ANNUAL SHAREHOLDERS MEETING

The Annual Meeting of Shareholders of Serko Limited (the “Company”) will be held at the offices of MUFG Corporate Markets, Level 30, PwC Tower, 15 Customs
Street West, Auckland and online via the MUFG Corporate Markets online portal at www.virtualmeeting.co.nz/sko25 on Thursday 26 June 2025 commencing at
10.00am (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 vote.cm.mpms.mufg.com/SKO. Alternatively,
please complete the reverse of this form and return the form intact to MUFG Corporate Markets. All Proxy Forms must be received by no later than 10.00am (New
Zealand time) Tuesday 24 June 2025, 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 that shareholder. 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 resolutions 1, 2 and 3 even if they have an interest in any of the resolutions.

Your proxy may also vote at any adjournment of the meeting, and to vote as they think 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 your intention as set out below where possible.

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




«Reg_Line_1»
«Reg_Line_2»
«Reg_Line_3»
«Reg_Line_4»
«Reg_Line_5»
«Reg_Line_6»
CSN/Holder Number: «Holding_No»

*«Barcode»*

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 MUFG Corporate Markets.

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 MUFG
Corporate Markets, Level 30, PwC Tower, 15 Customs Street West, Auckland and online at www.virtualmeeting.co.nz/sko25 on Thursday 26
June 2025 commencing at 10.00am (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 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
ü


For Against Abstain Proxy
Discretion
1.
That Mr Darrin Grafton be re-elected as an executive director of Serko Limited.
̈ ̈ ̈ ̈
2.
That Ms Jan Dawson be re-elected as a non-executive director of Serko Limited.
̈ ̈ ̈ ̈
3.
That the directors are authorised to fix the fees and expenses of Deloitte as auditor
for the 2026 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 vote.cm.mpms.mufg.com/SKO
and completing the online validation process or complete the question section below and return to MUFG Corporate Markets. Questions will
need to be submitted by 10.00am on Tuesday 24 June 2025. 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.
CSN/Holder Number: «Holding_No»

*«Barcode»*
Question: