Page 1

serko Notice of Annual Meeting of Shareholders 2021 Dear Shareholder On behalf of the Board of Directors I am pleased to invite you to the 2021 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 . O 1 Where : In person at Link Market Services Limited , Level 30 , PwC Tower , 15 Customs Street West , Auckland , New Zealand and online at www.virtual meeting.co.nz/sko21 When : Wednesday 18 August 2021 at 2.00pm ( New Zealand time ) Shareholders attending the meeting will be able to vote and ask questions at the meeting . Shareholders can also pre - submit questions either online at vote.linkmarketservices.com/SKO or using the Proxy Form . Questions will need to be submitted by 2.00pm ( New Zealand time ) on Monday , 16 August 2021 . If you cannot attend the Annual 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 ( New Zealand time ) on Monday , 16 August 2021 . Serko is monitoring the situation in New Zealand with regard to Covid - 19 . In the event of any significant developments , the Company may , at its discretion , elect to hold the Annual Shareholders ' Meeting as an online - only meeting if there are potential risks to the health of meeting attendees , or if an in - person meeting is prohibited by law . In such circumstances , the Company will provide shareholders with as much notice as is reasonably practicable by way of an announcement to the NZX and ASX and on our website at www.serko.com . 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 2021 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 Robert Shaw be re - elected as an executive director of Serko Limited . 2. That the maximum aggregate amount of remuneration payable by Serko Limited to its non - executive directors ( in their capacity as directors , as that term is defined in the NZX Listing Rules ) be increased by NZD $ 150,000 per annum ( plus GST , where applicable ) from a total pool of NZD $ 450,000 per annum to NZD $ 600,000 per annum ( plus GST , where applicable ) , to be paid and allocated to the non - executive directors as the Board considers appropriate and that any remuneration payable to non - executive directors may , at the Board's discretion , be paid either in part or in whole by way of an issue of Equity Securities ( as that term is defined in the NZX Listing Rules ) in the Company . 3. That the directors are authorised to fix the fees and expenses of Deloitte as auditor for the 2022 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 Annual Meeting . By Order of the Serko Board Claudia Batten - Chair 28 July 2021