Serko Limited — Director's Dealing 2017

Nov 28, 2017

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Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

ToNZX Limited; and
Name of listed issuer:		Serko Limited (SKO)
Date this disclosuremade:		29-Nov-17
Date of last disclosure:		14-Jul-17
Director or senior manager giving disclosure
Full name(s):		Darrin Grafton
Name of listedissuer:		SerkoLimited (SKO)
Name of related body corporate (ifapplicable):
Position held in listed issuer:		Chief Executive Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class ofaffected quotedfinancialproducts:		Ordinary SharesinSerkoLimited (Ordinary Shares)
Nature of the affected relevant interest(s):		Mr Grafton has inindirectinterest in the shares being disposed of by virtue of a personal relationship with the registered holder, Donna Bailey. By virtue of this personal relationship, Mr Grafton is implied to have the power to dispose of, or to control the disposal of Ordinary Shares held by Donna Bailey. NOTE: Mr Grafton is not disposing of any of his direct interest in Serko Ordinary Shares (refer details below).
**For that relevant interest- **
Number held in class before acquisition or disposal:		1,537,594 Ordinary Shares (refer below for details of other relevant interests in SerkoLimited Ordinary Sharesheld byMrGrafton)
Number held in class after acquisition or disposal:		1,217,594 Ordinary Shares (refer below for details of other relevant interests in SerkoLimited Ordinary Sharesheld byMrGrafton)
Currentregisteredholder(s):		DonnaBailey asTrusteefor TheDonnaBaileyTrust
Registeredholder(s) once transfers areregistered:		Forsyth Barr Limited
Details of transactions giving rise to acquisition or disposal
Total numberoftransactions towhich noticerelates:		1
Details of transactions requiring disclosure-
Date oftransaction:		24-Nov-17
Nature of transaction:		On-market (crossed off-market) disposal of Ordinary Sharesheld byDonnaBailey as part ofa blocktrade
Name of any other party or parties to the transaction (if known):		Various other long-term employees participating in the block trade (none of whom are directors or senior managers of Serko for the purposes of the Financial Markets Conduct Act)
The consideration, expressed in New Zealand dollars, paid or received for the acquisition or disposal. If the consideration was not in cash and cannot be readily by convertedinto a cash value, describe the consideration:		$1.45 perordinary share totalling $464,000.00
Numberof financialproducts towhichthe transaction related:		320,000 Ordinary Shares
If the issuer has a financial products trading policy that prohibits directors or senior managers from trading during any period without written clearance (a closed period) include the following details—
Whether relevantinterestswere acquired ordisposed ofduring a closed period:		No
Whether prior written clearance was provided to allow the acquisition or disposal to proceed during the closed period:		Not Applicable
Date ofthe prior writtenclearance (ifany):		NotApplicable
Summary of other relevant interests after acquisition or disposal:
Class ofquotedfinancialproducts:		Ordinary SharesinSerkoLimited

Nature of relevant interest:

1. Registered holder and beneficial owner of 12,667,629 shares 2. The power to dispose of, or to control the disposal of 9,296 ordinary shares with restrictive conditions issued to Donna Bailey pursuant to the Serko Restricted Share Scheme. This interest is acquired through having a personal relationship with Donna Bailey. These shares are subject to a deed restricting exercise of voting rights attached to the shares

2. Beneficial interest in 93,972 Ordinary Shares with restrictive conditions allocated pursuant to the Serko Limited Employee Restricted Share Scheme, held in trust until vesting. These shares are subject to a deed restricting exercise of voting rights attached to the shares

For that relevant interest,- Number held in class: Current registered holder(s):

For a derivative relevant interest,- Type of derivative: Details of derivative,- The notional value of the derivative (if any) or the notional amount of underlying financial products (if any): A statement as to whether the derivative is cash settled or physically settled: Maturity date of the derivative (if any): Expiry date of the derivative (if any): The price's specified terms (if any): Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financial products: For that derivative relevant interest,- Parties to the derivative: If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:

1. 12,667,629 ordinary shares 2. 9,296 ordinary shares with restrictive conditions 3. 93,972 ordinary shares with restrictive conditions 1. Darrin Grafton and Geoffrey Hosking as trustees of the Grafton-Howe No.2 Trust 2. Serko Trustee Limited on behalf of Donna Bailey 3. Serko Trustee Limited on behalf of Darrin Grafton

Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

Certification

I certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. Signature of director or officer:

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Date of signature:

29-Nov-17

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Notes

Use this form to disclose all the acquisitions and disposals by a director or senior manager of a listed issuer, or of a related body corporate, or in specified derivatives. The disclosure must be made within—

(a) 20 working days after the first acquisition or disposal disclosed in this notice if the acquisitions or disposals are of a kind referred to in section 297(2)(a) of the Financial Markets Conduct Act 2013; or

(b) in any other case, 5 trading days after the first acquisition or disposal disclosed in this notice.