SPH Notice – Geoffrey Hosking

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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: movement of 1% or more in substantial holding
Date of relevant event: 30 October 2019
Date this disclosure made: 30 October 2019
Date last disclosure made: 24 October 2019
Substantial product holder(s) giving disclosure
Full name(s): Geoffrey Hosking
Summary of substantial holding
Class of quoted voting products: ordinary shares in Serko (Shares)
Summary for Geoffrey Hosking
For this disclosure,—
(a) total number held in class: 23,751,925
(b) total in class: 90,823,799
(c) total percentage held in class: 26.152%
For last disclosure,—
(a) total number held in class: 25, 551, 925
(b) total in class: 80,922,809
(c) total percentage held in class: 31.576%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Underwriting Agreement
On 24 October 2019, certain existing Serko shareholders ("Sellers") including Geoffrey
Hosking as Trustee (together with Darrin Grafton) of the Grafton Howe No. 2 Trust, and
Serko entered into an underwriting agreement ("UWA") with Deutsche Craigs Limited and
Craigs Investment Partners Limited (together, "DCL"), pursuant to which DCL agreed to
act as underwriter in connection with a placement of approximately NZ$56 million of fully
paid ordinary shares ("Placement") as advised in a notice dated 24 October 2019
("Previous Notice").

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A copy of the Underwriting Agreement was attached as Schedule 1 to the Previous Notice.
Pursuant to the UWA, Geoffrey Hosking as trustee (together with Darrin Grafton) of the
Grafton Howe No. 2 Trust has sold 1,800,000 fully paid ordinary shares in Serko ("Sell
Down Shares") at a price of NZ$4.04 per share, for a total consideration of
NZ$7,272,000. The sale of the Sell Down Shares was settled on 30 October 2019.
Escrow Deed
As disclosed in the Previous Notice, the Grafton Howe No. 2 Trust entered into an Escrow
Deed with Serko on 24 October 2019 (the "Escrow Deed"). A copy of the Escrow Deed
was attached as Schedule 2 to the Previous Notice.
A total of 1,800,000 shares were sold under the Placement. The remaining 10,867,629
shares held by the Grafton Howe No. 2 Trust are subject to a 12 month contractual lock-up
on sale or disposition as set out in the Escrow Deed, except in certain prescribed
circumstances, including with the prior consent of the Board of Serko.
Details after relevant event
Details for Geoffrey Hosking
Nature of relevant interest(s): Geoffrey Hosking as trustee (together with Darrin
Grafton) of the Grafton Howe No. 2 Trust is the registered holder of 10,867,629 Shares
(the Grafton Howe Trust Shares), as a result of the settlement of the Placement.
For that relevant interest,—
(a) number held in class: 10,867,629
(b) percentage held in class: 11.966%
(c) current registered holder(s): Darrin Grafton and Geoffrey Hosking as Trustees for
Grafton Howe No. 2 Trust.
(d) registered holder(s) once transfers are registered: unknown
Nature of relevant interest(s): Geoffrey Hosking as trustee of the Ripon Trust (together
with the other trustees Robert Shaw and Sarah Shaw) is the registered holder and
beneficial owner 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: 14.186%
(c) current registered holder(s): no change since last disclosure
(d) registered holder(s) once transfers are registered: not applicable
Additional information

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Address(es) of substantial product holder(s): 145 Arney Road, Remuera, Auckland
Contact details: Geoffrey Hosking, 09 920 6478, geoff.hosking@ah.co.nz
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: Darrin Grafton as to 10,867,629 Grafton Howe
Trust Shares and Robert Shaw as to 12,884,296 Ripon Trust Shares.
Certification
I, Geoffrey Hosking, 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.