Serko Limited — Major Shareholding Notification 2020

Jul 7, 2020

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited and

To Serko Limited ( Serko )

Relevant event being disclosed: change in the nature of the relevant interest and movement of 1% of more

Date of relevant event: 7 July 2020

Date this disclosure made: 8 July 2020

Date last disclosure made: 31 July 2019

Substantial product holder(s) giving disclosure

Full name(s): Robert Shaw

Summary of substantial holding

Class of quoted voting products: ordinary shares in Serko ( Shares )

Summary for Robert Shaw

For this disclosure,—

• (a) total number held in class: 12,943,426

• (b) total in class: 92,751,719

• (c) total percentage held in class: 13.955%

• For last disclosure,—

• (a) total number held in class: 12,943,426

• (b) total in class: 80,922,809

• (c) total percentage held in class: 15.995%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

On 6 July 2017, Robert Shaw was allocated 25,103 Shares ( Scheme Shares ), with restrictive conditions, pursuant to the Serko Limited Employee Restricted Share Scheme (the Scheme ), held in trust until vesting. On 7 July 2020, the Scheme Shares vested in accordance with the terms of the Scheme and legal title to the Scheme Shares were transferred, in consideration for services rendered by Robert Shaw to Serko, from Serko Trustee Limited to Robert Shaw.

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Details after relevant event

Details for Robert Shaw

Nature of relevant interest(s): Robert Shaw as trustee of the Ripon Trust (together with the other trustee Geoffrey Hosking) is the registered holder of 12,884,296 Shares (the Ripon Trust Shares ), and has the power to exercise a right to vote attached to, and to dispose of, the Ripon Trust Shares.

For that relevant interest,—

• (a) number held in class: 12,884,296

• (b) percentage held in class: 13.891%

• (c) current registered holder(s): Robert Shaw & Geoffrey Hosking as trustees of the Ripon Trust (no change since last disclosure)

• (d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Robert Shaw has a beneficial interest in 24,921 Shares, with restrictive conditions, issued under the Scheme, held on trust until vesting. These Shares are subject to a deed restricting exercise of voting rights attached to the Scheme Shares. A copy of that deed was attached to the disclosure made on 13 August 2018.

For that relevant interest,—

• (a) number held in class: 24,921

• (b) percentage held in class: 0.027%

• (c) current registered holder(s): Serko Trustee Limited (no change since last disclosure)

• (d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Registered holder and beneficial owner of the 25,103 Scheme Shares. The Scheme Shares are subject to a deed restricting exercise of voting rights attached to the Scheme Shares. A copy of that deed was attached to the disclosure made on 13 August 2018.

For that relevant interest,—

• (a) number held in class: 25,103

• (b) percentage held in class: 0.027%

• (c) current registered holder(s): Serko Trustee Limited (no change since last disclosure)

• (d) registered holder(s) once transfers are registered: Robert Shaw

Nature of relevant interest(s): Registered holder and beneficial owner of the 9,106 Shares. The Shares are subject to a deed restricting exercise of voting rights attached to the Scheme Shares. A copy of that deed was attached to the disclosure made on 13 August 2018.

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For that relevant interest,—

• (a) number held in class: 9,106

• (b) percentage held in class: 0.010%

• (c) current registered holder(s): Robert Shaw (no change since last disclosure)

• (d) registered holder(s) once transfers are registered: N/A

Additional information

Address(es) of substantial product holder(s): PO Box 47-638, Ponsonby, Auckland

Contact details: +64 9 309 4754, bob.shaw@serko.com

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: N/A

Disclosure has effect for purposes of directors’ and senior managers’ disclosure

Robert Shaw is also a director of Serko. This disclosure also constitutes disclosure for the purposes of the directors’ and senior managers’ disclosure obligations.

Certification

I, Robert Shaw, 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.

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