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SERKO LIMITED Proxy Solicitation & Information Statement 2026
65804_rns_2026-05-28_947a7220-ad01-40ff-9770-cf5d594fe7e1.pdf
Proxy Solicitation & Information Statement
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serko
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
[email protected]
Media relations
Alisha Vallabh
Sling & Stone
+64 21 0821 3224
[email protected]
125 The Strand, Parnell, Auckland, New Zealand
PO Box 37-865, Parnell, T: +64 9 884 5916, , [email protected]
Incorporated in New Zealand ARBN 611 613 980
serko
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:
- That Ms Claudia Batten be re-elected as a non-executive director of Serko Limited.
- 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
serko
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_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 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 [email protected] (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 [email protected].
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
[email protected]
serko
Space and position for name and address
LODGE YOUR PROXY
Online
vote.cm.mpms.mufg.com/SKO
Scan & email
Use the enclosed reply paid envelope or address to: MUFG Pension & Market Services PO Box 91976 Auckland 1142
Scan this QR code with your smartphone and vote online
General Enquiries
Phone
+64 9 375 5998
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.
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.
Go online to vote.cm.mpms.mufg.com/SKO to appoint your proxy
CSN/Holder Number: 123456789
Barcode
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
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.
To consider and, if thought fit, pass the following ordinary resolutions:
| 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 2027 financial year. | ☐ | ☐ | ☐ |
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: