Financial Assistance Disclosure Notice

This document is for your information only. It does not require any action from you


SERKO LIMITED
(Serko or the Company)

Disclosure Document Relating to the Giving of Financial Assistance to Purchase Shares in the Company
(Companies Act 1993, sections 78(5) and 79)

To: All shareholders of the Company
INTRODUCTION

This document is provided to all shareholders in accordance with the requirements set out in sections 78(5) and 79 of New
Zealand’s Companies Act 1993 (Companies Act). It sets out details of the intention of the Company to make certain loans
and pay certain amounts as part of the Company’s restricted share scheme to be made available to selected employees,
which actions may constitute the giving of financial assistance by the Company in connection with the purchase of shares
to be issued by the Company in terms of the Companies Act.

RESTRICTED SHARE SCHEME

Under the restricted share scheme (the RSS) adopted by the Company in June 2014, participants are entitled to receive a
number of Serko Limited shares, subject to continued employment for a specified period. The Company will provide an
interest-free loan to participants to allow them to purchase shares. The shares will be held in trust for a specified employment
period following which, provided that all other vesting conditions have been satisfied, the employee will have unrestricted
ownership of the shares that are released to them at that time. The loan will be repaid with the proceeds of bonus payments
made by the Company to participating employees.
The Directors have authorised the Company to provide financial assistance to employees participating in the RSS. Such
financial assistance is to take the form of:
(a) interest free loans to the participating employees and, possibly, to the trustee who holds shares that are subject to the
RSS (Trustee), to enable them to acquire shares under the RSS; and
(b) payment of the operating costs of the trust established in connection with the RSS (Trust).

The participants as at the date of this notice are the Chief Executive Officer, Chief Strategy Officer, Chief Financial Officer,
Chief Operating Officer, Head of Technology, Chief Information Security Officer, Head of People Performance and Culture,
Head of Business Development, Head of Marketing, Lead Architect, Front End Architect, Architect Expense, Senior Software
Engineers, SVP Business Development, Head of Internal Consulting, Business Consultants, Senior Business Consultants, Senior
Business Analysts, Quality Assurance Manager, Infrastructure Manager, Database Administrator, Head of Finance, Software
Performance Manager, Commercial Contracts Manager, Corporate Services Manager, Senior Client Technical Support,
Implementations Manager, Client Services Manager.
If an employee joins the RSS during the next 12 months, the financial assistance will be offered to that employee in the same
manner.
The consideration for which the shares are issued under the RSS is the “allocation price” which, for the shares issued during
the period since the last financial assistance disclosure was given to shareholders on 21 June 2017, is set out below. The
allocation price is the higher of (i) the weighted average market price of Serko shares traded on the NZX Main Board over the
20 business days prior to the date of issue and (ii) any other price specified in the invitations to participate in the RSS.
Payment by each participant of the allocation price is funded by way of the interest free loan from the Company.
More information on the RSS can be found in the 2018 Serko Annual Report dated 23 May 2018 located at:
www.serko.com/investor-centre/

FINANCIAL ASSISTANCE

Such matters constitute the giving of financial assistance by the Company in connection with the purchase of shares issued
by the Company in terms of the Companies Act.
During the period since the last financial assistance disclosure notice was given to shareholders on 21 June 2017, the
following issues and allocations of shares have occurred under the RSS:

Date of Issue Number of Restricted Ordinary
Shares Issued
Number of Restricted Ordinary
Shares Reallocated from the
Unallocated Pool
Allocation Price
(NZD per Share)
7 July 2017 0 346,157 $0.4924

Further issues and allocations of restricted shares are expected to take place in the next 12 months. Accordingly, within the
next 12 months, Serko will provide financial assistance in connection with the RSS. The financial assistance will take the
following form:
1. Interest free loans to the participants and, to the extent necessary, the Trustee to enable them to acquire shares
under the RSS. The total amount of the loans made under the RSS and which remain outstanding as at 31 May 2018
is $715,236. Serko is unable to determine the precise amount of any additional loans for further share issues or
allocations within the next 12 months as it is dependent upon, among other things, the level of employee
participation, the number of shares to be allocated, and the market price of the shares preceding the date on which
such shares are allocated or deemed allocated. However, the total amount of the loans and number of restricted
shares issued will be disclosed in each subsequent financial assistance disclosure notice.
2. Payment of the operating costs of the Trust. The exact amount of ongoing operating costs cannot be quantified in
advance and is in part dependent on the number of participants under the RSS.
The Board will suspend the giving of any financial assistance if:
(a) it is no longer satisfied that the Company will satisfy the solvency test set out in the Companies Act after the giving of
any financial assistance; or
(b) the Board ceases to be satisfied that:
• the giving of the financial assistance is of benefit to the shareholders not receiving the assistance; or
• the terms and conditions under which the assistance is given are fair and reasonable to those shareholders not
receiving the assistance.

BOARD RESOLUTIONS
In June 2018, Serko’s Board resolved to continue to provide financial assistance to employees participating in the Plan,
and to the extent appropriate, the Trustee. The text of the relevant Board resolutions is set out below:

1. The Company should continue to provide financial assistance to employees participating in the RSS, such financial
assistance to take the form of:

(a) interest free loans to the participating employees and, to the extent necessary, to the Trustee, to enable them to
acquire shares under the RSS; and

(b) payment of the operating costs of the Trust.

2. Giving the financial assistance is in the best interests of the Company and is of benefit to those shareholders not
receiving the financial assistance.
3. The terms and conditions under which the financial assistance is to be given are fair and reasonable to the Company and
to those shareholders not receiving the financial assistance.
4. Immediately after giving the financial assistance, the Company will satisfy the solvency test as defined in sections 4 and

77 of the Companies Act 1993.
5. The Company annually send to each shareholder of the Company a disclosure document complying with Section 79 of the
Companies Act 1993.

REASONS FOR DIRECTORS’ CONCLUSIONS IN RELATION TO FINANCIAL ASSISTANCE RESOLUTIONS

The reasons for the directors’ conclusions in the resolutions concerning the giving of financial assistance in respect of the
RSS are:

(a) giving the financial assistance is in the best interests of the Company, and is of benefit to those shareholders not
receiving the financial assistance, because it increases the alignment of participating employees and shareholders and
rewards participating employees for the creation of shareholder wealth, and, therefore, creates incentives for the
participating employees to strive to ensure that the Company performs for the benefit of all its shareholders;
(b) the terms and conditions are fair and reasonable to the Company and to those shareholders not receiving the
financial assistance because the costs of providing the financial assistance are relatively small and are outweighed by
the benefit of the alignment of interests that is achieved under the RSS; and
(c) employee share plans, like the RSS, are recognised as appropriate to help ensure key talent attraction and retention.

SHAREHOLDER RIGHTS
Section 78(7) of the Companies Act 1993 confers on shareholders and the Company certain rights to apply to the court to
restrain the proposed assistance being given.

The financial assistance may be given by the Company not less than 10 working days nor more than 12 months after this
document has been sent to each shareholder.


Dated: 21 June 2018


Simon Botherway
Chairman