And good morning. My name is Claudia Batten, and I am the Chair of Serko. I'm pleased to see so many shareholders joining us today, and welcome also to those shareholders who are joining us online. I'll start with some important points for those shareholders and proxy holders who are attending the meeting in person and who are entitled to vote. You should have received a voting card when you registered upon arrival at the meeting. If you have not received a voting card, please go to the MUFG registration desk, where their representatives will be there and able to assist you. Please turn your mobile phones to silent. If there is an emergency and we need to leave the venue, please do so through the marked exits and follow the instructions of the venue staff.
Those online will be able to vote and ask questions during the meeting. You can send your questions through at any time through the online portal by using the Ask a Question button, and I would encourage you to do so as early as possible. This will enable us to answer those questions at the appropriate time of the meeting. I'll provide you with further instructions as we progress. If you encounter any issues, please refer to the online portal guide, or you can phone the helpline 0800 200 220. We will be using some slides during the meeting. For those of you online, you will be able to see these and follow along. They are also available on Serko's website.
It is my pleasure to introduce my fellow directors here today: Jan Dawson, Independent Director and Chair of the Audit, Risk and Sustainability Committee; Sean Gourley, Independent Director; Darrin Grafton, Executive Director, CEO and Co-founder; Clyde McConaghy, Independent Director and Chair of the People, Remuneration and Culture Committee; and Bob Shaw, Executive Director, Chief Strategy Officer and Co-founder. I would also like to welcome the members of Serko's management and staff in attendance. Finally, I'd like to welcome our external auditors, Deloitte, and our lawyers, Bell Gully, and also the team from our share registrar, MUFG. They will help conduct the voting on the formal business later in the meeting and also act as scrutineer. The Company Secretary has confirmed to me that the notice of meeting has been sent to shareholders and other persons entitled to receive it on May 22, 2025.
I confirm that the requirement for a quorum for this meeting of three shareholders has been met, and I declare this meeting open. The items of business for this meeting and the resolutions to be considered by shareholders are contained in the notice of meeting. Darrin and I will provide an overview of Serko's performance for the year ended 31 March 2025 and the progress and priorities for the current financial year. There will also be an opportunity to ask questions. We will then attend to the formal business of the meeting. Voting on all resolutions will be conducted by way of poll, as required by the NZX listing rules. Shareholders attending virtually will be able to cast their vote using the electronic voting card received when online registration is validated. Please refer to the online portal guide or use the helpline specified.
I'm pleased to update you on another year of significant progress for Serko and the opportunities that we're now focused on. In the 2025 financial year, we built on our track record of high growth and disciplined execution, reinforcing our confidence in the path ahead. Much of what we achieved during the year is the outcome of bold strategic choices made in previous periods, most notably our partnership with Booking.com as part of our ambition to scale globally. We believed in the path we set, and we backed it with focused delivery and operational discipline. That has paid off, with Booking.com for Business growing from 300,000 completed room nights in 2022 to 3.3 million in 2025. The Serko of today is a more capable, efficient, and data-driven business, and we are stepping into the next phase of our strategy and delivery.
With global business travel forecast to exceed $2 trillion by 2028, Serko is positioned to capture the opportunity as technology reshapes business travel. That's why we've made the decision to pursue new opportunities supported by targeted investment in Serko's existing platform and North American expansion. We are well positioned to do this with continued income growth, cost discipline, and an increase in our capability, including data and AI. I'll comment on key aspects of our financial results, and Darrin will provide additional details. We delivered high total income growth alongside disciplined cost management. Notably, our ratio of total spend against total income improved from 118% to 102%. We delivered positive EBITDA of NZD 2.8 million for the year, a NZD 4.3 million improvement. Our net loss after tax was NZD 22 million, an increase of NZD 6.1 million reflecting one-off costs and a non-cash accounting impairment relating to the acquisition of GetThere.
When we acquired GetThere, we were aware that an accounting-based impairment was a possible outcome given GetThere's negative cash flows and accounting standards that prevent us from factoring in planned improvements when assessing impairment. We noted this possibility at the Investor Day in December 2024. We concluded that it was appropriate to impair the full amount of goodwill from the acquisition of NZD 5.1 million. We consider this impairment to be prudent, particularly given the uncertainty in financial markets at 31 March 2025 when the assessment was made. The impairment does not impact expected future cash flows, and as Darrin will cover in more detail, GetThere is an attractive strategic asset which enables the acceleration of our expansion in the U.S. Free cash flow showed a NZD 5.2 million improvement, narrowing the net outflow to NZD 1.9 million.
For the pre-acquisition business, Serko generated positive free cash flow for FY 2025 of NZD 7.4 million, an improvement of NZD 14.5 million. We expect this cash-generative strength to continue building, providing a solid foundation as we scale. Finally, we remain well capitalized with NZD 61.4 million in cash at the balance date, and we have no debt. At last year's meeting, I outlined five key areas of board focus for FY 2025: becoming a data-led business, strengthening talent and leadership, exercising disciplined capital and technology management, uplifting environmental, social, and governing practices, and driving growth at scale. I'm pleased to report we've made meaningful progress across all of these areas. On data, we've laid the groundwork for a data-led business, both in how we operate as a business and the experiences we deliver to our partners and customers. Darrin will take you through some of the work that we're delivering.
On talent and leadership, we're seeing the benefits of a deliberate strategic focus on attracting and retaining top talent. The calibre of people joining Serko, including in leadership roles, is a core part of our scaling strategy and delivering on our long-term ambitions. As outlined in our ESG report released in May, over the past year, we've continued to strengthen our environmental, social, and governance performance. Notably, we've enhanced our global remuneration strategy to attract and retain top talent, implemented governance frameworks for the responsible use of AI and data, and strengthened our cybersecurity posture, achieving globally recognized certifications in payment and data security. These improvements reflect Serko's growing maturity, and we remain focused on continually uplifting our policies and practices. I'll cover the remaining two priorities on the next slide.
One of the board's priorities this year has been overseeing how capital is allocated to support long-term growth, ensuring Serko invests ahead of revenue but does so with discipline and strong governance. As part of a broader capital investment program in Serko's technology, the board approved NZD 40 million initiative to accelerate platform delivery. We see this as a strategic step, bringing forward the benefits of automation, AI, and data capability to support efficient scale across customer segments. The platform already underpins Booking.com for Business and will play a key role in delivering greater speed and precision for future offerings. At the same time, we've provided oversight of Serko's global expansion. That includes the renewal of the Booking.com partnership and the entry into North America through the acquisition of GetThere and the strategic long-term partnership with Sabre.
These decisions reflect our confidence in the strategy, and we look forward to sharing this at an Investor Day, which we are planning for the final quarter of this calendar year. Let me briefly speak to the board's priorities for the year ahead as shown on this slide. On capital management, our focus is ensuring effective oversight of capital allocation, supporting scalable growth while continuing to deliver long-term shareholder value. In terms of board succession, we intend to appoint a new independent director, and I will speak to this shortly. When it comes to strategy and execution, the board will be focused on ensuring the delivery of near-term revenue opportunities in key markets. In addition, the board will be supporting the development and communication of a detailed pathway for future growth.
With respect to AI enablement, we're focused on ensuring the business is appropriately investing in AI initiatives to unlock data-led decision-making and build long-term capability. Finally, on global workforce leverage, the board will monitor the integration and effectiveness of Serko's international workforce strategy, making sure it supports innovation, scale, and operating efficiency across the business. Today, I'd like to acknowledge that Clyde McConaghy has confirmed that he will not be standing for re-election. Clyde joined Serko's board as a non-executive director at the time of our NZX listing in 2014. Clyde has made a lasting contribution to Serko and has brought valuable perspective as Serko has evolved from a local startup into a fast-growing international technology company. On behalf of the board, I sincerely thank Clyde for his service. I will personally miss having him at the board table and sharing his insights and perspectives.
Following today's meeting, Sean Gourley will become Chair of the People, Remuneration and Culture Committee. To support succession planning and to continue to strengthen our capability, the board intends to appoint a new independent director. Ideally, this person will bring operating and executive experience in globally scaled businesses with a background in travel technology or adjacent sectors. I look forward to keeping you updated on that. We could not deliver what we do without our partners, customers, and you, our shareholders. I do say this every year, but truly, thank you for your ongoing support. I thank my fellow directors for their commitment and thoughtful, robust contributions that they bring to the Serko board. On behalf of the board, I would also like to thank Darrin, the executive team, and the wider Serko team for your commitment, focus, and belief in what we are building.
Thank you, and I'll now pass to Darrin.
Thanks, Claudia. Welcome to everyone attending today. It's great to have you with us. First, thank you to the board chaired by Claudia and for your ongoing guidance and support. It's greatly appreciated by both me and the executive team. I want to pay particular attention to and a particular thanks to Clyde for your many years of contribution to Serko. We've benefited greatly from your experience and perspective. From me personally, it's been 12 years. You started and you were the advisor to get us ready to go on to the markets, then setting it in. This was a company with two founders with a really strong vision. You've been there for all the 11 years I've been on the public market through COVID and all of the aspects, acquisitions.
For me personally, I want to say personal thank you, Clyde. Thank you. I also want to introduce members of the executive team here today. If you can please stand. Matt Geary is our Chief Operating Officer. Shane Sampson is the Chief Financial Officer. Rachael Satherley, Chief People Officer. And Simon Young, Chief Technology Officer. Our Chief Revenue Officer, Liz Fraser, sends her apologies. She is meeting with customers in Europe, which is a rare opportunity. Sorry. The rare opportunity. Read the heading. The opportunity ahead of us is a rare. It is a global business travel market undergoing structural change with Serko positioned at the forefront. We have solid foundations, world-class partners, and a really track record of disciplined execution. In particular, Booking.com for Business is in a strong trajectory following a pivotal year. Our pre-acquisition business is cash-generative, supporting our investments and growth initiatives.
The evolution of our platform and expansion in North America presents compelling long-term opportunities, and we are focused on laying the right foundations. To reflect the size of the opportunity ahead, Serko has announced a new aspirational goal of NZD 250 million in total income in fiscal year 2030. I'll start by providing more details on our fiscal year 2025 results and then outline our strategic focus in FY 2026 and beyond. The 27% increase in total income for the year to NZD 90.5 million was underpinned by significant traction on Booking.com for Business and growth in our Australasian businesses. As Claudia mentioned, our pre-acquisition business is cash-generating, supporting our expansion and investment plans. Fiscal year 2025 marked a pivotal year for Booking.com for Business with focused execution on activation, engagement, and conversion, which is leading to substantial growth. We achieved a 29% year-over-year increase in both active customers and completed room nights.
This demonstrated the acceleration adoption of the platform. This was driven by marketing, experimentation, and onboarding enhancements delivered during the year. Completed room nights increased 43% over the second half of 2024, indicating increased traction and user stickiness. In FY 2026, we expect to achieve the first milestone under our partnership agreement with Booking.com and exceed 4.2 million completed room nights. We will continue to receive a 50% share of commission up to the 4.2 million completed room nights each year, providing a solid basis for profitability. Commissions above this number each year will be earned at the lower agreed rates but will continue to provide strong contribution. In Australasia, we had a solid year with an 18% increase in Australasia travel revenue made up of a 6% increase in online bookings, including new wins within the market, and a 12% increase in average revenue per booking.
We continue to invest and innovate our Zeno product for all partners and customers, including those in Australasia. This year, we applied learnings we had gained from our work with Booking.com to boost satisfaction and user experience. Our focus on scaling revenue while maintaining cost discipline is delivering meaningful gains in operational leverage with a key reduction in long-term hosting costs. In FY 2025, total spend declined as a percentage of income, highlighting the increasing scalability of our model and our ability to grow without corresponding rise in costs. This improved leverage is helping drive our return to positive free cash flow. The trends are clear. We expect our pre-acquisition business to perform strongly in FY 2026 with continued ongoing organic growth and healthy free cash flow. The free cash flows generated by our pre-acquisition business will help fund acceleration of our platform investment and our U.S. expansion.
We also consider that the operating leverage achieved can be replicated in the U.S. as we grow revenue. Organizational performance is front and center. We have seen the benefits of decisions made in previous periods to uplift capability and refocus resources. We've been attracting new talent and several senior leaders with data, AI, e-commerce expertise from leading global consumer tech businesses. We've welcomed Matt Geary to our executive team as COO, overseeing our product and strategy. Most recently, he was Director of Strategy and Analytics in Booking Holdings, our global strategy and business development division. We continue to build our expertise in data and AI by taking a whole-of-organization approach and supported by expert teams. Our culture and organizational performance continue to improve with encouraging gains in our employee engagement scores.
We have four strategic areas supporting our ambitions: growth in Booking.com for Business, reinforcing our market leadership in Australasia, expanding in North America, and evolving the Serko platform. I'll speak to the first two on this slide and then go into a bit more detail in subsequent slides on the last two. Now, starting with our first strategy area, Booking.com for Business. During this quarter, the new e-commerce checkout technology was launched. In the near term, we'll be testing features to drive activation. We have launched and will continue to experiment on new AI search capabilities during the year. A current experiment that you may have had a chance to use is the new AI Smart Stay search, which lets users search as naturally as they speak, making business travel as intuitive as consumer travel. It's a great example of how we're using AI to deliver real-world value.
I'd like to ask Matt to showcase some of the product developments we've been working on.
Thanks, Darrin. Good morning. My name is Matt Geary. I'm the COO of Serko. I'm responsible for product at Serko, and this morning, I'm delighted to share with you some exciting new features that we've been working on in our product development roadmap. I don't think it's any secret that there's an enormous transformation underway as AI reshapes the technology and travel industries, particularly in product development. AI is rapidly becoming a cornerstone of innovation, enabling companies to anticipate customer needs and deliver personalized experiences at scale, from the search and book process all the way to the post-travel engagement. By leveraging machine learning, predictive analytics, and real-time data, we can develop smarter products that adapt to the evolving customer traveler preferences and market trends.
The result are products that delight our customers and ultimately drive efficiency and profitability. With this transformation in mind, at Serko, we have looked to redefine how people search for and book business travel. In our traditional search function, like most e-commerce and travel websites, customers search for a destination, in this case, like looking for Amsterdam, in the search bar. They need to specify their travel dates. They need to specify how many travelers are in their party. At its core, the search function takes the keywords a user enters with the date and traveler information and rapidly matches these against a database of stored content using very simple pattern matching. This typically involves scanning descriptions or tags for exact and partial matches. The results of the search are ranked and presented back to the user based on a criteria like relevance or popularity.
Usually, at this stage, users would need to utilize filters to narrow their search, which requires the user to essentially use trial and error to get the content that matches their travel intent. This traditional search experience is effective for straightforward, basic queries, but it requires customers to provide contextual information through date pickers, dropdowns, and filters, and often lacks the ability to understand user intent, context, or nuance, especially for more complex travel behaviors. We believe that we can better serve our customers and understand their intent by using emerging technologies like AI to better cater for their needs. We developed Smart Search. This is a new product feature that is powered by natural language processing and large language models. Unlike the traditional search, users can enter contextual information, written and regular conversational structures direct into the search bar. Here, we're searching for Amsterdam.
We give a travel date, and we can even specify features that we want in our room that would make our business travel easier. Unlike traditional search, the LLM helps us interpret the fuller meaning of the user search query. It breaks down into relevant criteria such as the location, availability, and the amenities, and then searches our product database with that context in mind. It does not just retrieve the results. It ranks and tailors them to align with what the user really wants. You can see here that the filters are automatically selected, indicating that we can interpret, based on the customer's queries, what they want. The result is a faster, far more intuitive experience that keeps our customers engaged. We think this is pretty cool, but our customers showed that they loved it too.
We compared the behavior of customers who were exposed to the traditional search versus those who were exposed to the Smart Search functionality. We found that customers who were exposed to the AI-driven search functionality were statistically significantly more likely to convert. While we're excited about this finding, we're even more excited about the future of AI at Serko. Specifically, we're taking a three-pronged approach. At the heart of our transformation is a powerful principle. We're embedding AI into the very DNA of our organization. This is not about treating AI as just another tool. It's a mindset that's shaping how we think, build, and operate. Across every function, our people are empowered to innovate with AI, driving meaningful gains in productivity and creativity. In fact, a significant portion of our software is now authored using AI-powered code generation tools, accelerating development and enhancing quality.
Another guiding principle is to empower our customers with AI-powered decision intelligence. By harnessing machine learning, we're aiming to give our customers real-time insights into supplier performance, tighter cost controls, and improved traveler productivity, all the while strengthening the duty of care. This isn't just about automation. It's about elevating our strategic oversight for our customers. Finally, we will use AI to create truly frictionless travel experiences for business travelers. For example, we aim to give our customers smart booking experiences that anticipate their needs and reduce complexity. We want to proactively manage travel disruptions, offering timely solutions before issues impact the journey. Through personalized recommendations, we aim to ensure that every traveler receives options tailored to their preferences, habits, and goals. The result is a seamless, efficient, and empowering product experience that enhances business travel.
We can't wait to bring you more updates and demonstrations of this work in the future. Thank you very much.
Thanks, Matt. Our AI focus is not only to enhance user satisfaction but to drive material increases in conversion and repeat use over time. We'll continue to leverage our data-driven and experimentation capabilities with over 500 experiments undertaken during the year. This has led to improvements in onboarding, conversion, and it's really set us up for continued success. Our second strategy area is reinforcing our Australasian position. We're committed to continued investment in our managed travel offerings through our Zeno product and we continue to win new customers within these markets. Zeno is highly regarded for its ease of experience. In FY 2025, we continue to strengthen the user experience as well as using data to improve recommendations.
In the coming year, we will strengthen how we use data alongside continued simplification. Our third strategic area focus is the North American market. It is a transformative opportunity for Serko. The acquisition of GetThere, together with our strategic partnership with Sabre, has helped redefine Serko's position. We are no longer a challenger trying to enter. We are an in-market player with a credible platform, proven partners, and access to major customer channels. Since the acquisition, we have spent extensive time on the ground in the U.S. and India, working closely with teams, partners, and customers. This hands-on integration has accelerated both market understanding and platform alignment. We have been deliberate in our approach, engaging closely with existing GetThere customers and actively pursuing new enterprise opportunities. Importantly, customer feedback, both in direct conversations and formal forums, has been clear and consistent. The market is ready for change.
Corporates are actively seeking modern, user-centric, scalable alternatives to legacy tools, and Serko is really uniquely positioned to meet that demand. We expect the majority of new customer decisions to materialize slowly across FY 2026 and then build across FY 2027. That is in line with our stated timeline. The foundational work is in place, and the momentum is actually building. This slide here shows the phases of our North American expansion. First, we have completed the GetThere acquisition, onboarded the team, and activated the Sabre partnership with high levels of customer and industry engagement. Second, we have focused on building momentum through co-selling, co-developing with Sabre, enhancing both Zeno and GetThere to deliver some of those new AI-powered traveler experiences. The third phase will see us scaling, which will include signing and implementing new U.S. customers and making the platform available to the enterprise clients.
As Claudia mentioned, we are working through our detailed plans and look forward to sharing these with you. We're building a unified global platform designed to scale across customer segments from SME to mid-market to enterprise using a modern commercial model as we remain at the forefront of business travel. This isn't just a roadmap. It's already in motion with the Serko platform already powering the growth of Booking.com for Business today. We've consistently invested in our technology. We're accelerating that investment to capture the emerging growth opportunities. As announced in October, this NZD 40 million acceleration over the four years is designed to bring forward delivery and benefits, and this reflects our confidence in the opportunities ahead, particularly in the U.S. market. This investment is about shaping the future of business travel, not just adapting to it.
We're embedding the latest AI and data capabilities into our platform to really start to deliver compelling user experiences, simplifying really those complexities of business travel. Our approach is deliberate. We're rolling out platform enhancements that serve existing users while laying the groundwork for broader value-generating opportunities. We're initially focused on small to medium businesses who generally have low complexity and provide a faster route to market, and we will then look to move up that complexity curve over time. Since announcing our results in May, we have continued to engage with customers and understand their needs in detail. One example at a recent showcase of new concepts, we demonstrated some new concepts to select U.S. customers. This feedback was very positive. This helps us prepare for our commercialization in that market.
I want to reaffirm our FY 2026 guidance provided on the 20th of May 2025 of NZD 115 million-NZD 123 million total income and NZD 127 million-NZD 133 million of total spend. We continue to monitor the elevated macroeconomic and geopolitical risks, including the potential impacts of conflict in the Middle East. We remain focused on disciplined execution, delivering on our FY 2026 goals and creating long-term shareholder value. Now, with a cash-generative core, world-class partners, a global runway, and a really scalable platform, we enter the year with momentum, conviction in our strategy, and confidence in our team's ability to execute. Thank you again for being here today and for your support. I'll now hand back to Claudia.
Thanks, Darrin. I'd now like to give shareholders and proxy holders, both here in person and online today, the opportunity to ask questions of the board, management, or the auditors.
Shareholders online can continue to provide questions through the portal, and we will also address questions from the room. When I call for questions, can shareholders please in the room wait until a microphone is provided to you and clearly state your name before asking the question? I'll take questions from those present first before moving online for questions from shareholders joining there. I ask that in the interest of fairness to all shareholders attending this meeting, that anyone wishing to speak could be as concise as possible and please be considerate to other shareholders wishing to ask questions. There will also be an opportunity to ask questions on each of the proposed resolutions during the formal business session. Beginning with any questions from shareholders in the room. We have one here.
Thanks. Alex Ball, proxy holder for New Zealand Shareholders Association.
Firstly, congratulations to the board, Darrin, Bob, Shane, the team on the great result and, frankly, a really good presentation. Very transparent. Not many other NZX companies, large and small, do as good a job at an ASM. I go to a lot of meetings.
We're very pleased to hear that, actually.
We're a tech company that doesn't do that well either. My question's probably slightly unfair, but it is pegged by Matt's chat about AI. A lot of companies talk about the impact of AI internally and what they're using AI for. What a lot of people are missing is the impact of AI on the market they operate in. In many ways, the revolutionary aspect that AI will actually change those markets.
I'm assuming, and perhaps you and Darrin can give me a little bit of color, that you're looking at, in conjunction probably with people like Booking.com, how AI is going to change the travel market and how people use travel apps and therefore, by implication, you guys.
I'm very conscious of time because we could actually spend a few hours, if not the rest of the day. Very happily. I feel actually very spoilt for choice because we have an AI founder and visionary actually on our board. I'd just like to acknowledge Sean Gourley as somebody who is really helping push us to make sure we're thinking correctly about AI and his contribution, provocation, and thought processes, frankly, pushing us to be quite ahead of, I think, other people.
We've also got two incredible people on the team in our CTO, Simon, and also with Matt joining the team. I feel very spoilt for choice in terms of speaking to AI. I'm also very passionate about the AI world that we're moving into. I will pass to Darrin because this is kind of he is the holder of the vision. He's the appropriate person to speak to that.
I think, first of all, kind of the main part is probably understanding why we're making that additional investment into the move right now of a platform. The shift that's occurring in AI, and that's quite transformative, gives us a chance to actually help lead that transformation through a new platform design and bringing on the talent that you've seen join us, including having the direction of Sean on our board.
These things help us actually be part of that shaping of that. We truly do believe that it's going to reshape our industry. That's why we're doing what we're doing here today and what we're trying to share. It's one of the reasons why we did the GetThere transaction as well, because we can understand the complexity at the top end that we didn't know. The combination of what you've seen us do in the last year and actually acknowledge that shift and get ahead of it, we have to do that now as well. That's kind of what I just wanted to kind of say. We've got some amazing talent with us helping us.
I really do think we could spend the rest of the day talking about that. There's a lot more we could say.
I think the key piece here is we will keep you updated on how we're thinking about this. We will have an investor day later this calendar year and talk more about it there. We are very excited about this and trying to be very deliberate, focused, strategic about how we're thinking about this. Thank you for that question. Hi. We'll just get you the microphone. Just one second.
Jim Fairmountain, shareholder. Can I just ask you a little bit more about GetThere in America? How big is it? How's it going to fit in with your Booking.com? Will you merge the two together or will you be in competition with Booking?
We will not be in competition with Booking, with GetThere. I think this is, again, another look, Darrin's poised to jump up and speak to this. I'll pass it back to Darrin.
Yeah, so the GetThere part plays into the large enterprise and government accounts. It's been really designed for the North America market for your big brands of customers that operate both in the large multinationals and government accounts.
How big is it? There must be a lot of competitors.
It's the second largest player in North America.
Oh, right. Oh, right. That's good to hear.
Yeah. Okay. We're getting great questions. I'm actually just going to make a note for investor day so we know what to drill deeper into. Are there any questions? Perfect. Get you a microphone. Catherine's going to be very busy.
Kevin O'Donnell, shareholder. I don't understand the difference between the Booking.com for Business and Zeno. And they're two different software platforms, aren't they?
I'm going to let Darrin speak to this.
And if so, what's the vision for the different platforms?
Yeah, so it's a really good question to ask. Booking.com actually uses Zeno as well, and it's got a label on it and the user interface and everything. We have new technology, which is part of this new platform investment that we've been building out for a few years. Booking.com for the shopping experience uses that. For our main technology, it is Zeno. The new platform is that we will be building out a single platform for all businesses that starts at the small business, and then we add complexity up to the enterprise customers. Everyone will eventually run off a single platform, and just based on the complexity is what they'll consume of that platform.
Other questions in the room? I'm at the back.
Yeah, I was just wondering if it's Neil Hart of the Flight Centre use Booking.com.
Also, no mention has been about proposed dividend in the future. Is that possible or what? Thank you.
Two questions there. Flight Centre do not use Booking.com. Flight Centre, we have two parts to our business. One is unmanaged travel, and that is Booking.com, and that uses the Zeno platform, as Darrin just spoke to. We also use Zeno for Flight Centre, but that is under a managed travel approach. We have two different pieces of technology. One that powers managed travel, which are the likes of Flight Centre, and one that powers unmanaged travel, which is Booking.com. That is that piece of the puzzle. In terms of dividend, right now we are focused on growth.
At this stage, we're not thinking about issuing dividends, but that is something that we will consider as we build the free cash flow for the business, and we feel like we've made the right investments for growth. I actually managed to answer one on my own, Darrin. That's exciting. Oh, there's one in the front again. We'll just get you the microphone.
I'm just asking whether you have any contact with AUT, AUT Tourist Department. Do you make any donations to them? I'm sure they have a lot of smart people, and they might get to know about Serko.
AUT being the Auckland?
AUT Auckland University of Technology. They have a tourism department. Do you make any donations to them? Do you have any contact?
Not that I'm aware of, but we, yeah, that's, thank you. Great point, team. We will look at that for starters.
All ideas are good ideas. We do do internships. We would work with Auckland University of Technology through that to bring their talent into Serko, to have experience of working with the business. Good question. We'll have a look at that. We're looking for talent everywhere. We'll take a look at that. A lot of well-informed people working there who can offer a lot of—there'll be lots of, yeah, good talent potential there, I'm sure. Yeah. Yeah, we love the young people.
In India, I think we have five or seven interns in AI. We kind of do take interns from different areas and stuff like that because we also learn from them and they learn from us at the same time.
Yeah, it's a,
if we don't have any more questions in the room, I'll go to see if there are any questions online.
Yes, we do have a question from a shareholder from Stephen Mayne. Stephen's question is, New Zealand is becoming a governance backwater as it continues to resist mandating annual voting on remuneration reports, which is standard in many countries. Will the Chair undertake to consult with major shareholders and lead a board discussion on the issue of whether you will voluntarily put up a REM report resolution for an advisory vote at next year's AGM? This is the law in Australia, and as Serko's dual listed on the ASX, why don't we step up and respect shareholders by adopting Australian market practice?
The question there is, will the chair undertake to consult with major shareholders on a discussion about voluntarily putting up a REM report for resolution for an advisory vote at next year's AGM?
It's a great question. Obviously, we're very committed to excellent governance. We will have a look at that. I will say, actually, we are working, we do consult with our key shareholders and have conversations with them about our remuneration practices, and I won't say no to doing that. We'll have a look at it. I'm not going to commit to being able to do that, though. That's a great question and great provocation.
Oh, I just think we'll look into it.
Yeah.
Yes, you can speak to me about it later.
Sticking with Clyde, we have another question from Stephen Mayne.
Stephen's question is, thank you to Clyde McConaghy for his many years of service on the board. It is always helpful for investors to have access to some exit perspectives from retiring directors. In his final contribution as a Serko director, could Clyde please comment on what he regards as the two best decisions Serko made during his time on the board, and does he have any regrets? I think they regret in relation to Serko.
No regrets.
As Frank would say, regrets, I've got a few, but too few to mention. Just to recap the two questions, the best decisions we have made as a company or as a board, I'll take it as a company. Okay. Okay. One is an ongoing investment in the best possible people. Undoubtedly, in the last year or two, we have got levels of skills coming into the company, CFOs, COOs.
I mean, there's just so many that we have invested in, Simon, coming up through the company as it is. I won't be specific, but we have invested in the best possible people from around the world. Interestingly enough, they have invested in us to take that opportunity. I would extend that, if it's not too egotistical to do so, excluding myself, to the board to get Sean, to get Jan onto the board of Serko. I'm putting Claudia on our side. We're the old wood, but she's still fresh. That is the investment with people. The second one, I'll be specific, but I actually mean it as a general point, and that is investment in partnerships. It is absolutely clear that if we'd stuck with Australasia investment of managed travel with our great friends and supporters, our Flight Centre, we had limited opportunities.
By going with Booking.com, the biggest global travel company in the world, that has enabled us to do other things. GetThere, I have faith, though I will not be here, but I was part of the decision that that will be the case as well. We are now the number two booking tool in the United States. No, North America, actually. They are the two major best decisions that we have got. I will come back to regrets. Could you restate the first part of the question?
That was a comment on what you regard as the two best decisions Serko made during your time on the board, and do you have any regrets?
Oh, okay. The regrets. Regrets, I have got a few, but too few to mention. Let me think. Regrets of Serko or about Serko. I am incredibly honored to have served for so long.
I didn't expect that I would, quite literally. Three terms is the time that a director usually serves, three lots of three years, and I'm up to 11 and a bit, which I think extends the guidance of the Shareholder Association and NZX. I couldn't really say I have any regrets on the basis that the shareholders and indeed the board and indeed the staff have supported me to support Serko. I've given that wholeheartedly, quite literally everything. I couldn't say that I really have any regrets at all about being involved. Again, if it's not too egotistical, I would say I've chosen to continue on the board and do 10 flights a year for 11 years because I love the company, I love what it's trying to do, and I believe in its future. Thanks.
I do believe I was just called fresh old wood.
Yes, you will.
I really do want to acknowledge the work that Clyde has done on the board. His dedication and commitment extends well outside of board meetings, as is the case of all of the directors. There are many moments where Clyde and I have talked off cycle, out of board meetings about various strategic decisions, various things moving in the market. I am truly going to miss having you around the board table and having you as part of the team. It is a to-be-continued relationship. It is just transforming into a different vehicle. Managing tenure is a really interesting thing because you have so much capability and knowledge in these directors, so much care and passion and thoughtfulness.
It's very important for us to keep renewing tenure, but it's also, I just want to acknowledge, you do lose a little bit when you lose a director. Thankfully, we've managed, I think, our succession quite well. Sean's had the opportunity of getting to know Clyde, and they actually had dinner last night. I know Clyde is not going to be a stranger to Serko. It's the best possible outcomes. Are there any more questions online, Nick?
There are no further questions from shareholders online. Fantastic.
As there are no further questions, we will move to the formal business to be addressed at the meeting. We're going a little bit slow on the prompter. Thank you. You may ask questions on each matter being put to shareholders today. The resolutions that we will be voting on will be displayed on the screen.
To give you an overview of the voting procedures before we commence voting, shareholders joining us in person today, you would have been given your shareholder voting card. Shareholders joining online will be able to cast their vote using the electronic voting card received when online registration is validated. To vote, you will need to click Get Voting Card within the online meeting platform. You'll be asked to enter your shareholder or proxy number to validate. Please then mark your card in the way you wish to vote by clicking For, Against, or Abstain on the voting card. Once you've made your selection, please click Submit Vote on the bottom of your card to lodge your vote. Please refer to the virtual meeting online portal guide or use the helpline specified if you require assistance. Voting will remain open until five minutes after the conclusion of the meeting.
Results of the vote will be announced by the exchangers. Each of the resolutions set out in the notice of meeting are to be considered as an ordinary resolution, and as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. Proxies have been appointed for the purposes of this meeting in respect of approximately 90 million shares, representing approximately 72% of the total number of shares on issue. The results of the proxies will be displayed following voting. Resolution One relates to the re-election of Darrin Grafton as Executive Director. The board recommends Darrin to you as Executive Director and unanimously supports his election. Darrin is Serko's Chief Executive Officer and co-founder. He has more than 30 years' experience in travel technology and is a recognized industry innovator.
Darrin has held directorships in senior management positions across a number of private and public companies, including the Gulliver's Travel Group. I'll now invite Darrin to briefly address the meeting on his proposed election.
Key or shareholders, it's both a privilege and a responsibility to stand before you today as I seek re-election to the board of Serko, a company that has been not just my career, but my passion for almost two decades. When I co-founded Serko, the vision was clear: to transform the way businesses manage corporate travel, creating technology that removes friction, drives savings, and empowers travelers. Over the years, we have pushed boundaries, taken bold bets, and navigated through both booming markets and unprecedented global disruption. Since coming out of COVID, we have continued growing at a rapid pace and more than five times what we were in 2019.
As CEO, I'm immensely proud of what our team has accomplished. We've delivered platform innovation with industry-leading solutions like Zeno and Booking.com for Business. We've expanded our global footprint, especially across North America, Europe, and Australasia, positioning Serko as a growing force on the global stage. We've built deep strategic partnerships with the world's largest travel brands, reinforcing the scalability and durability of our business model. We remain relentlessly focused on shareholder value, balancing growth opportunities with also a disciplined cost and capital management. Let me be clear. I do not just stand for re-election on my basis of the past achievements. I stand here because I believe Serko's most exciting chapters are still ahead. We're at a pivotal time now with AI and how we reshape our industry.
Through our next chapter, we'll be focused on scaling the Booking.com for Business platform to its really full global potential, capturing the upside of our North America expansion where the market opportunity is enormous, accelerating product innovation, especially in AI, automation, and the focus on the traveller experience, and delivering sustained profitable growth because we know shareholders expect not just a vision, but measurable returns as well. I am proud of the leadership team that we've assembled, the culture of innovation we've fostered, and the clear executable strategy we've laid out. Above all, I'm motivated by the trust you, our shareholders, place in us and in me to keep Serko moving forward. I respectfully seek your continued support and your vote today so I can help lead Serko through its next phase of growth, innovation, and value.
Thank you for your confidence, your partnership, and your belief in what we can achieve together.
Thank you, Darrin. I now propose that Darrin Grafton be elected as an executive director of the company. Are there any questions concerning the motion from shareholders in the room? Are there any questions online?
There are no questions on this matter from shareholders online.
There are no questions on this matter from shareholders joining online. Teleprompter. Goodness. Okay. As there are no questions from shareholders online regarding this motion, can you please now either select For, Against, or Abstain for Resolution One on the voting card? Okay. We will now move to Resolution Two. Resolution Two relates to the re-election of Jan Dawson. The board recommends Jan to you as a non-executive director and unanimously supports her re-election.
Jan has been a director on the Serko board and the chair of the Audit, Risk and Sustainability Committee at Serko since 2021 and a member of the People, Remuneration and Culture Committee during that time. Jan is also currently chair of Ports of Auckland and a director of ACC and Mitre 10. She was a partner of KPMG for 30 years and the chair and chief executive of KPMG New Zealand for five years. Jan brings a wealth of knowledge to her role on Serko's board and committees from her impressive governance career and was recently recognised as Deloitte Chairperson of the Year at the Deloitte Top 200 Awards. I'll now invite Jan to briefly address the meeting on her proposed re-election.
Thank you, Claudia. Good morning. And I'd also like to welcome our shareholders to the annual meeting.
It has been an honor to serve as an independent director of Serko, and I stand here today seeking your support for re-election, energized by our progress and committed to the road ahead. Serko is a remarkable New Zealand company, punching well above its weight globally with a vision to redefine travel and expense technology for a dynamic, frictionless travel world. Over my tenure since 2021, I've seen firsthand the innovation, agility, and courage that defines Serko's culture. It's been a privilege to support the leadership team as we navigated the unprecedented global disruption, retooled for growth, and pursued new opportunities through strategic partnerships, particularly with global travel networks. As independent directors, our role is to challenge, guide, and govern in a way that protects and enhances long-term value for you, our shareholders.
With deep experience in governance, audit, and risk management, I've also helped to ensure that Serko has scaled our controls, risk management, and accountabilities to remain strong during this period. As someone with a passion for sustainable businesses, I've taken a particular interest in ensuring our strategy remains both future-focused but also commercially disciplined. Looking ahead, Serko has significant opportunities to deepen our market reach, scale our platforms, and unlock revenue pathways. That growth must be matched with prudent oversight, a strong ethical compass, and continued transparency with our shareholders. If re-elected, I remain committed to independent judgment, rigorous governance, and to bringing to the boardroom not just experience, but also a constructive, forward-looking perspective, one that challenges the status quo and champions performance. Thank you for your trust and support, and I respectfully ask for your vote to continue serving as a non-executive director on the Serko board.
Thank you. Oh, I love the clapping. Yes, we should all clap. I now propose that Jan Dawson be re-elected as non-executive director of the company. Are there any questions concerning the motion from shareholders in the room? Are there any questions online?
There are no questions on this matter from shareholders online.
Thank you. Please now select For, Against, or Abstain for Resolution Two on the voting card. Resolution Three. Resolution Three relates to the fees and expenses of Serko's auditors. The proposed resolution is to authorise the directors to fix the auditors' fees and expenses for the current year. In accordance with the Companies Act, Deloitte has been automatically reappointed as the company's auditor. Details of the statutory audit fees paid to Deloitte for the financial year ended 31 March 2025 are set out in the 2025 annual report.
I now propose that the directors are authorized to fix the fees and expenses of Deloitte as an auditor for the 2026 financial year. Are there any questions concerning the motion from shareholders in the room? Are there any questions online?
Yes, we have a question from Stephen Mayne online. The question is, when is New Zealand going to get rid of this pointless annual requirement to set the audit fees? If we vote this down, what happens? Do the auditors have to work for free, or do previous authorizations cover their pay? Also, when did we last tender the external audit, and when will we next tender the external audit?
When did we last tender the auditor? I think it was about six years ago. Yeah, it was recent. So, six years ago, we did a tender for the audit. Look, it's a very good question, Stephen.
You're asking excellent questions today, and we appreciate it. I don't think we've got too much control over putting this forward as a resolution, but as with your other suggestion, we'll look into it.
The other question was, when will Serko next tender for the audit fees?
Oh, thank you. We don't have plans at this stage, but we can look at that and communicate to the market as we think it's necessary. I would say with six years that we won't be doing that in the short term unless there's a good reason for it, which at this stage there isn't. Are there any other questions online?
There are no further questions from shareholders online.
Thank you. Now, if you could please select For, Against, or Abstain for Resolution Three on the voting card. Shareholders joining online, you can now submit your vote.
Voting will be open until five minutes after the conclusion of this meeting. For shareholders present with us in the room, MUFG will now move through the room to collect your voting cards. If anyone needs a pen, I have a pen. Okay, that completes voting on the resolutions. At this time, I'd like to advise the outcome of the proxy votes that were lodged in respect of each of the resolutions. I will not read the proxy results, but they are now shown on screen. I'd now like to give shareholders a final opportunity to ask questions whether related to the presentations, the financial statements, or the management of the company. You can continue to provide questions online, and we will also address questions already submitted online. Are there any remaining questions from shareholders in the room? Are there any additional questions online, Nick?
There are no questions from shareholders online.
Excellent. Thank you for your attendance at Serko's annual meeting, both here in person and online. I now declare the meeting closed. The results of the meeting will be released on the NZX and ASX as soon as possible. Thank you.