NZXR Share Price Enquiry into Serko Limited

NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6140
New Zealand
Tel +64 4 472 7599

www.nzx.com

29 November 2019

Susan Putt
Chief Financial Officer
Serko Limited

By email: susan.putt@serko.com
Cc: sarah.miller@serko.com

Dear Susan,

Price Enquiry

We write with respect to the continuous disclosure Listing Rules.

Listing Rule 3.1.1 (”the rule”) is set out in the Schedule attached to this letter. In summary, this
rule requires issuers to immediately disclose any Material Information to NZX Limited (“NZX”).
The rule provides limited exceptions to this obligation. Material Information does not need to be
disclosed where a reasonable person would not expect the information to be disclosed and where
the information is confidential and its confidentiality is maintained and where one of five safe
harbours applies.

The price of Serko Limited Ordinary Shares (“SKO”) has increased from $4.44, being the market
closing price on 25 November 2019, to $5.23, being the price as at 12.46pm on 29 November
2019. This represents an increase of 17.8%.

Given this price increase, please advise NZX whether Serko Limited continues to comply with
Listing Rule 3.1.1.

Could you please provide NZX with an answer to the above question (email:
surveillance@nzx.com) before 9:00am Monday, 2 December 2019.

Please provide your response to this letter in “PDF” format, and note that it will be published in
full to the market.


Yours sincerely,

Rhys Allan
NZX Market Surveillance

2


SCHEDULE

3.1 Disclosure of Material Information
3.1.1 Once an issuer becomes Aware of any Material Information relating to it, the Issuer must:
a) Promptly and without delay release that Material Information through MAP, and
b) Not disclose any Material Information to the public, any other stock exchanges (except as
provided for in Rule 3.26.2(d)) or any other party without first releasing that Material
Information through MAP.

3.1.2 Rule 3.1.1 does not apply when:
(a) One or more of the following applies:
i) Release of the information would be a breach of the law,
ii) The information concerns an incomplete proposal or negotiation,
iii) The information contains matters of supposition or is insufficiently definite to warrant
disclosure
iv) The information is generated for internal management purposes, or
v) The information is a trade secret,
(b) The information is confidential and its confidentiality is maintained, and
(c) A reasonable person would not expect the information to be disclosed.

3.2 False Market
3.2.1 An Issuer must promptly and without delay release Material Information through MAP to
the extent necessary to prevent development or subsistence of a market for its Quoted
Financial Products which is materially influenced by false or misleading information
emanating from:
a. the Issuer or any Associated Person of the Issuer, or
b. other persons in circumstances in each case which would give such information
substantial credibility,
and which is of a reasonably specific nature whether or not Rule 3.1.2 applies.

---

Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980





1 December 2019

Rhys Allan
NZX Market Surveillance


PRICE ENQUIRY REGARDING SERKO LIMITED (SKO)

We write in response to your price enquiry letter dated 29 November 2019.

Serko confirms that it is aware of its obligations to keep the market informed of material
information (subject to certain exceptions). Serko confirms it is satisfied that it continues to
comply with its continuous disclosure obligations under the NZX Listing Rules, including
Listing Rule 3.1.1.


Yours sincerely,




Susan Putt
Chief Financial Officer