Kia ora, and good morning. My name is Claudia Batten, and I am the Chair of Serko. Thank you for joining us this morning. I will start with some important points. Shareholders will be able to vote and ask questions during the meeting. You can send through your questions 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 allow us to answer these questions at the appropriate time of the meeting. I will 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 on 0800-200-220. We will be using some slides during the meeting. You will be able to see these and follow along. They are also available on Serko's website.
My fellow directors are either joining me here in person or are attending online. Relevant members of Serko's executive team, management, and staff are also in attendance, either online or physically. In particular, Shane Sampson, the Chief Financial Officer, is in attendance and will assist me in answering any shareholder questions. Finally, I would like to welcome our external auditors, Deloitte, our lawyers, Russell McVeagh, and also the team from our share registrar, MUFG Pension & Market Services. 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 their notice of meeting has been sent to shareholders and other persons entitled to receive it on 27 July 2026. I confirm that the requirement for a quorum for this meeting of three shareholders has been met, and I declare the meeting open.
The items of business for this meeting and the resolutions to be considered by shareholders are contained in the notice of special meeting. I will provide an overview of the topic of this meeting, and there then will 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 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. This special meeting is about our use of equity to incentivize our executives and to secure new hires with capabilities critical to our strategy. Serko has an ambitious strategy to grow revenue, expand our market position, and deliver long-term shareholder value.
We are focused on three strategic initiatives to deliver our NZD 250 million FY 2030 aspiration. Serko's new multi-agent AI solution, Serko.ai, scaling Booking.com for Business, and targeting U.S. corporates that regularly move people at scale. Executing on these initiatives depends on attracting and retaining the right people, including the specialist talent we need in competitive markets like the U.S. Issuing Restricted Share Units, or RSUs, to employees within our remuneration framework plays a key role in achieving this. The relevant incentive schemes are designed to align with shareholder interests and are described in detail in our FY 2026 annual report. The issue we are asking shareholders to consider today is a technical one relating to the number of RSUs that can be issued to employees within a 12-month period. I will now go through this in detail.
Under the NZX Listing Rules, issuers are able to grant RSUs to employees without shareholder approval, provided the total number of securities issued does not exceed 3% of the securities on issue over the previous 12-month period. In 2026, Serko granted RSUs equal to 2.47% of Serko's issued shares to fulfill our FY 2026 commitments to non-executive staff and select strategic new hires. Under the terms of our incentive schemes, the price used for the bulk of these grants was calculated over the period of 20 trading days before the 4th of June 2026, 10 days after our annual results. Like many software businesses, Serko's share price has been significantly affected by a broad market re-rating of the technology sector. This has also impacted a number of prominent listed software companies in Australia, New Zealand, and the U.S..
This has reduced Serko's ability to grant RSUs within the prescribed 3% threshold because a greater number of RSUs are now required to achieve the target value of the grants. For these reasons, we are asking for your approval to issue additional RSUs above the 3% threshold to honor our FY 2026 commitments under Resolution 1, and to provide sign-on stock awards for strategic new hires under Resolution 2. If both resolutions are approved, the combined issuance capacity approved would be 4,146,013 RSUs or 3.28% of Serko's shares currently on issue. The number of shares actually issued will depend on how much of the capacity is used under Resolution 2 and the extent to which vesting conditions are met for the RSUs that are issued, including the absolute total shareholder targets for executives relevant to Resolution 1. The board considered a range of alternatives to these two resolutions.
The board's clear preference is for equity-based incentives as these better align the interests of executives and new hires with those of shareholders, while also preserving Serko's cash reserves. I will discuss both resolutions in more detail as part of the formal business of the special meeting before asking shareholders to vote on them. Thank you. I would now like to give shareholders and proxy holders the opportunity to ask questions. To make the best use of our time today, we'd ask that questions be kept to matters relevant to the notice of meeting and the resolutions being voted on. Shareholders will also get an opportunity to ask questions about each resolution when we move to the formal business of the meeting. Shareholders can continue to provide questions through the portal.
I ask that in the interest of fairness to all shareholders attending this meeting that anyone wishing to ask a question should be as concise as possible and be considerate to other shareholders wishing to ask questions. Are there any questions?
Yes, we have received two questions online.
Thank you. I will go to the first question, which is a question from Charlie Nowaczek. "What's the true cumulative dilution, and how does it compare to Serko's own remuneration policy in NZX peers?" The true cumulative dilution is laid out in the notice of meeting. Specifically, because this is a really important question, and I'll refer to my notes here so I get it exactly right, if the maximum number of RSUs under both resolutions, as they're approved, were to vest and convert into ordinary shares, Serko would issue that number of 4,146,013 RSUs, which represents 3.28% of Serko shares on issue at the date of the notice of meeting. So that number, 3.28%, is the maximum dilution if all RSUs are issued and vest.
I think there's a really important point behind this that that's the maximum dilution, and the actual dilutive effect will depend on that number of RSUs that are issued and the extent to which the vesting conditions are met. This is the bit where we believe there's very strong alignment between shareholder value and the executive incentive plan, AKA the RSUs. Because they will only be awarded if we meet that ATSR threshold, which means that we move the share price up in accordance with the plan. In terms of it comparing to our rem policy and NZX peers, we believe that we are in line with market on this. I don't think that there's any special dilutive difference between the way we're approaching this in our NZX peers or our own remuneration policy. I'll go to any other questions. Are there any other questions?
Yes, there's a second question from Charlie Nowaczek. "What performance conditions attach to the 2 million strategic capability grants, and who exactly benefits from Resolution 1?
Great. The performance conditions attaching to the strategic capability grants are actually assessed by the board one by one. We review every strategic capability grant that has been made to people that we are trying to attract into the business, and the performance grants are often very individual based on the person coming in and what we want them to achieve for the business. The other element to this that I think is really important is that we actually run a very rigorous performance management process within the business. They have to be met in order for us to grant those or vest those RSUs . We have had instances where we have not vested RSUs because the person did not meet our standards. Those are the relevant performance conditions for the strategic capability grants. Who benefits from Resolution 1?
Well, the benefit is to the company, in my view. Resolution 1 is specifically around the incentive program that we have. This is something that we run with great discipline across the business and is very, very carefully assessed each year, and it is based on the performance delivered by the executives. From our standpoint, the company benefits from that, and long-term, the shareholders will also benefit from that. Are there any further questions?
There are no further questions.
Great, thank you. As there are no further questions, we will now move to the formal business to be addressed at the meeting. 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 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 will be asked to enter your shareholder or proxy number to validate. Then please mark your voting card in the way you wish to vote by clicking For, Against, or Abstain on the voting card.
Once you have made your selection, please click Submit Vote on the bottom of the card to lodge your vote.
Please refer to the virtual meeting guide or use the helpline specified if you require assistance. Voting will remain open until five minutes after the conclusion of the meeting. Before we vote, a reminder that under NZX Listing Rule 6.3.1, each recipient of the executive incentive grants, including Darrin Grafton and Bob Shaw, and their associated persons, are not permitted to vote on Resolution 1. Any discretionary proxies granted to these persons will be disregarded for this resolution. However, we will not disregard a vote if it is cast by such a person as a proxy for someone not disqualified from voting on Resolution 1 in accordance with that person's express instructions to vote for or against the resolution. Results of the vote will be announced via the exchanges.
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 92.7 million shares, representing approximately 73.5% of the total number of shares on issue. The results of the proxies will be displayed following voting. Resolution 1. Resolution 1 seeks shareholder approval to issue just over 2.1 million RSUs as executive incentive awards under two different schemes for the FY 2026 period. These incentive schemes have been designed to align remuneration with strategic delivery and shareholder value creation.
Around 575,000 RSUs are proposed for issue under the Executive Deferred Short-Term Incentive, or EDSTI scheme, based on performance against the company scorecard for FY 2026.
This is a short-term incentive where the vesting of RSUs is deferred over a two-year period. Around 1.57 million RSUs are proposed for issue under the Executive Long-Term Incentive, or ELTI scheme. This rewards achievement against Absolute Total Shareholder Return, or ATSR, a performance metric used to measure the overall returns an investor earns on their investment over a three-year period. This directly aligns the incentive award with shareholder value creation. If the required share price targets are not met, the RSUs will not vest and convert into shares. Both schemes require that executives continue to be employed by Serko in order for RSUs to vest into shares. All non-interested directors, being the non-executive directors, unanimously recommend that you vote in favor of Resolution 1. If approved, the RSUs would be issued within 30 minutes of this meeting.
I now propose that in accordance with Listing Rule 4.2.1, the company be authorized to issue up to 2,146,013 Restricted Share Units for executive incentive awards under the executive deferred short-term incentive and executive long-term incentive schemes. Are there any questions on this resolution from shareholders?
There are no questions.
Thank you. Please now select either for, against, or abstain for Resolution 1 on the voting card. Thank you. I will now move Resolution 2 seeks shareholder approval to issue up to 2 million RSUs as sign-on stock awards to targeted strategic hires, where awards of this nature are standard market practice for the roles. These RSU grants are to support recruitment of new hires that provide capability for the delivery of Serko's long-term strategic objectives, including the development of Serko.ai. They are also designed to retain those new hires over a three-year period. Any RSUs granted would vest over three years, and only if the individual remains with Serko and meets minimum performance requirements for their role. The issuance capability sought is a maximum amount for discretionary use over an 18-month period. Each strategic capability grant would be individually approved by the Serko board.
The board believes this is in the best interest of Serko and its shareholders and unanimously recommends that you vote in favor Resolution 2. I now propose that in accordance with NZX Listing Rule 4.2.1, the company be authorized to issue up to 2 million Restricted Share Units as strategic capability grants. Are there any questions on this resolution from shareholders?
There are no questions.
Thank you. Please now select either for, against, or abstain for Resolution 2 on the voting card. Shareholders, you can now submit your vote. Voting will be open until 5 minutes after the conclusion of the meeting. That completes voting on the resolutions. At this time, I would like to advise the outcome of proxy votes that were lodged in respect of each of the resolutions. I will not read the proxy results for each resolution, but they are showing up on the screen now. Thank you for your attendance at this special meeting. The results of the meeting will be released on the NZX and ASX shortly. I now declare the meeting closed. Thank you.