Notice of 2026 Annual Shareholders Meeting

Market Release
29 May 2026
Notice of 2026 Annual Shareholders Meeting
Serko Limited (ASX & NZX: SKO) (Serko) has today provided a copy of its Notice of the 2026 Annual
Shareholders Meeting.
Serko’s Annual Shareholders 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 http://www.virtualmeeting.co.nz/sko26 on Tuesday 30 June 2026
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 Serko’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
Alisha Vallabh
Sling & Stone
+64 21 0821 3224
serko@slingstone.com
125 The Strand, Parnell, Auckland, New Zealand
PO Box 37-865, Parnell, T: +64 9 884 5916, , investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

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Notice of Annual Meeting
of Shareholders 2026
Dear Shareholder
On behalf of the Board of Directors I am pleased to
invite you to the 2026 Annual Shareholders
Meeting of Serko Limited (Serko or Company). The
meeting will be a hybrid meeting, whereby
shareholders can choose to attend in person or
online.
When
Tuesday 30 June at 10.00am
(New Zealand Time)
Where
In person:
MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland
New Zealand

Online:
www.virtualmeeting.co.nz/sko26
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 Sunday 28 June 2026
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
Pension & Market Services by 10.00am on Sunday
28 June 2026 (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 2026, 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 2027 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

Claudia Batten - Chair
29 May 2026

Explanatory Notes
Resolution 1:
Re-election of Ms Claudia Batten as a Non-Executive Director
Claudia has served as a director of Serko since April 2014 and was last re-elected in June 2023. She has served
as the Chair of the Serko Board since 2020 and is a member of the Serko Audit, Risk and Sustainability
Committee and Serko 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.
In determining that Claudia remains independent, the Board (other than Claudia) carefully considered her tenure.
Since Claudia was appointed Chair of the Board in 2020, she has played a pivotal role in Board succession,
overseeing the retirement of two non-executive directors and the appointment of Ms Jan Dawson in 2021 and
Dr Sean Gourley in 2024 to bring fresh perspectives to the Boardroom. The Board is satisfied that she continues
to consistently demonstrate independence of judgement to her director’s duties.
Claudia Batten Independent Non-Executive Director, Chair
Claudia is an experienced company director and technology leader. She spent 20 years in the US at the
intersection of technology, digital, and consumer behaviour where she built and scaled two high-profile digital
businesses.
1
Claudia is a director of Air New Zealand and Vista Group International and Deputy Chair of Michael
Hill International. She has an LLB (Hons) and a BCA from Victoria University of Wellington. Claudia’s experience
gives her a distinctive perspective on what it takes to compete and win in the US market in a shifting technology
environment.
Under Claudia’s leadership, Serko has made significant progress on its global growth agenda despite near-
constant macroeconomic and geopolitical instability. She has overseen the renewal and scaling of the
Booking.com for Business partnership, the acquisition of GetThere to expand Serko’s market presence in the US
and the launch of a new multi-agent travel management solution.
2
With the Board and management, she has
shaped Serko’s 2030 strategy, now in execution. Key pillars of the strategy include the continued growth of
Booking.com for Business and scaling of Serko.ai. Claudia’s continuity as Chair is particularly important at this
stage of Serko’s growth initiatives.
Serko is actively seeking two new non-executive directors as part of continued succession planning, one of
whom is intended to provide future Board leadership as a potential Chair-successor. The Board is taking a
disciplined approach to secure candidates with the right specialist expertise who align with Serko’s long‑term
value proposition.
Claudia’s re-election is critical to ensuring continuity through this transition. She is committed to remaining as
Chair to support the appointment and onboarding of the potential Chair-successor during the term and intends to
step down from the Board once this process is completed. Serko will continue to keep shareholders updated.
Resolution 2:
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 2027 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.

1
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.
2
Serko.ai was launched as a closed beta in the United States with positive early validation from travellers. An open beta
launch is planned for Q3 FY27.

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,
MUFG Pension & Market Services at
www.virtualmeeting.co.nz/sko26.
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_Virtual
MeetingGuide.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 and 2
even if they have an interest in any of the resolutions.
The completed Proxy Form must be received by the
share registry no later than 10.00am on Sunday 28
June 2026 (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 (HIN /
SRN) 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 Pension & Market Services,
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.
Voting
Voting entitlements for the meeting will be determined
at 5.00pm on Friday 26 June 2026 (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 Sunday 28
June 2026 (NZT).
Company Details
Serko Limited
125 The Strand
Parnell
Auckland 1010
New Zealand
Incorporated in New Zealand
ARBN 611 613 980
PO Box 37-865, Parnell
+64 9 309 4754
company.secretary@serko.com

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Go online to vote.cm.mpms.mufg.com/SKO to appoint your proxy

LODGE YOUR PROXY















Proxy Form / Admission Card for Serko Limited 2026 Annual Shareholders Meeting

The Annual Shareholders Meeting of Serko Limited (Serko or Company) will be held at the offices of MUFG Pension & Market Services, Level 30, PwC
Tower, 15 Customs Street West, Auckland and online via the MUFG Pension & Market Services virtual meeting platform at
www.virtualmeeting.co.nz/sko26 at 10.00am (New Zealand time) on Tuesday 30 June 2026. 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 Pension & Market Services. All Proxy Forms must be received by no later than
10.00am (New Zealand time) Sunday 28 June 2026, being 48 hours before the commencement of the Annual Meeting.


Tuesday, 30 June 2026 at 10:00am (New Zealand time)
CSN/Holder Number: <CSN/Holder Number>

*Barcode*


The offices of MUFG Pension & Market Services, Level 30, PwC
Tower, 15 Customs Street West, Auckland

www.virtualmeeting.co.nz/sko26


Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. 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). The proxy need not also be a
shareholder. If you wish, you may appoint “The Chair of the Meeting” or any
director as your proxy or as alternative to your named proxy. The Chair and
directors intend to vote all discretionary proxies in favour of resolutions 1
and 2 even if they have an interest in any of the resolutions.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either
online or on this Proxy Form, in respect of each resolution. If you return this
form without directing the proxy how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting. If you make more
than one election in respect of a resolution your vote will be invalid on that
resolution. If this Proxy Form is returned duly signed by a Shareholder with
voting instructions included, but without specifying a person that is
appointed as proxy, or your named proxy does not attend the meeting, the
Chair of the Meeting is deemed to be the proxy for the purpose of that form,
but only to vote to the extent of the voting instructions provided.

Attending the meeting
If you plan to attend the meeting in person, please bring this Admission
Card/Proxy Form with you, either displayed on your mobile device or
printed, to assist with registration at the meeting.

If you plan to attend the meeting virtually, you can join via the MUFG
Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/sko26. You will require your Holder Number for
verification purposes.

A corporation may appoint a person as its representative to attend and vote
at the Meeting in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for this form
Individual
Where the holding is in one name, the shareholder must sign the Proxy
Form.

Joint Holding
Where the holding is in more than one name, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director
must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or
implied authority.



Online
vote.cm.mpms.mufg.com/SKO
Scan this QR code
with your smartphone
and vote online


Scan & email
meetings.nz@cm.mpms.mufg.com

Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142

General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998
Space and position for name and address

Step 1 Appoint a Proxy / Corporate Representative

I/We being a shareholder/s of Serko Limited hereby appoint*:

Name

or failing him/her:
Email Address

Name Email 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 Pension &
Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland and online through the MUFG Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/sko26 on Tuesday 30 June 2026 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 of the Meeting will be appointed your proxy and may only vote in accordance with your express direction.

Step 2 Items of Business – Voting Instructions

Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on the resolution, tick the
box “Proxy’s discretion”. Please note for each resolution you must tick one box.






Step 3 Shareholder Questions

Shareholders attending the Annual Shareholders Meeting virtually, or in person, will have the opportunity to ask questions during the meeting. If you cannot
attend the Annual Shareholders 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 Pension & Market Services in the envelope enclosed.
Questions will need to be submitted by 10.00am on Sunday 28 June 2026. The Board will endeavour to address and answer questions at the Annual
Shareholders Meeting.

Question:

Step 4 Signature of Shareholder(s) This section must be completed


Shareholder 1
or duly authorised officer or attorney

Shareholder 2
or duly authorised officer or attorney

Shareholder 3
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:


To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. 1. That Ms Claudia Batten be re-elected as a non-executive director of Serko Limited.



2. 2. That the directors are authorised to fix the fees and expenses of Deloitte as auditor for the
2027 financial year.

CSN/Holder Number: 123456789

*Barcode*