Capital raise to accelerate growth opportunities

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 company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980

4189779 v1 1
NOT FOR DISTRIBUTION OR RELEASE INTO THE UNITED STATES
Market Release
1 October 2020
Capital raise to accelerate the execution of growth opportunities
Serko Limited (NZX/ASX:SKO) (“Serko”), a leader in online travel booking and expense management for
the business travel market, today announced it is conducting an equity raising of up to NZ$55 million to
accelerate and execute on the opportunities arising from a changing business travel market.
Serko plans to raise the capital via the issuance of ordinary shares in Serko by way of a NZ$45 million
fully underwritten placement ("Placement") and a NZ$10 million non-underwritten share purchase plan
("SPP") (together, the "Offer").
Darrin Grafton, CEO of Serko, said: “The COVID-19 pandemic is creating opportunities for us to
accelerate the development and rollout of our technology to support our Travel Management Company
(TMC) and reseller partners.
“In recent months, we have received inbound demand from these organisations as they consider, plan
and request accelerated timetables to onboard new customers, deliver new features and expand existing
partnerships. This demand has exceeded our expectations and is highlighting increased opportunities
from a changing travel industry.”
While Serko has $33.6 million of cash on its balance sheet, the timing of meaningful revenue generation
is uncertain. Therefore Serko is raising capital to further prepare for growth opportunities and to ensure a
prudent approach with regards to capital management in this COVID-19 affected environment.
Mr Grafton said: “Serko’s priority is to ensure it has the resource and capacity to execute on its strategic
priorities, positioning the company for growth when business travel normalises and to capitalise on
opportunities arising from changes to the travel industry.
“Serko’s Board and management consider the company’s market positioning and growth prospects within
the travel industry remain significant over the medium to long-term, notwithstanding the impact of the
COVID-19 pandemic on the business travel industry. It also remains confident in the recovery of business
travel over time.
“Nevertheless, as we indicated at our annual shareholders meeting in August, we are unable to forecast
our likely operating revenue for the 2021 financial year with any certainty,” Mr Grafton said.
The proceeds from the equity raise will be used to:
• Accelerate the development of our globally scalable, localised travel platform, allowing us to be
well positioned for recovery as business travel increases. Serko is progressively scaling-up to
bring the power of Zeno to the global market.
• Support increased demand for customer and reseller onboarding to drive volume across all
markets, particularly in Europe and North America.

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 company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980

4189779 v1 2
• Expand the breadth and depth of content channels across all markets, responding to new and
changing business traveler needs.
• Enhance customer experience functionality for changing market requirements.
• Continue to scale the technology platform for international expansion.
• Fund small M&A growth opportunities, aligned to strategy, if and when they arise.
• Provide Serko with additional balance sheet flexibility to respond to changes in the business
environment.
Details of the Equity Raise
Placement
The Placement will be conducted today through a bookbuild in which institutional and other select
investors in New Zealand, Australia, Hong Kong, United Kingdom and Singapore will be invited to
participate by Craigs Investment Partners Limited and Ord Minnett Limited. A trading halt has been
granted by NZX and ASX prior to the market opening today.
The Placement will be fully underwritten by Craigs Investment Partners Limited and Ord Minnett Limited.
The Placement will raise gross proceeds of approximately NZ$45 million and is underwritten at a floor
price of NZ$4.35 per share, which represents a 3.5% discount to the last closing price of NZ$4.51 per
share on 30 September 2020 and a discount of 4.6% to the 5-day VWAP of NZ$4.56 ending on 30
September 2020.
Share Purchase Plan
Serko intends to offer the SPP to eligible existing Serko shareholders with a registered address in New
Zealand or Australia, enabling them to subscribe for up to NZ$50,000 / A$46,500 of new Serko shares.
The SPP offer size is up to NZ$10 million, and if scaling of the SPP is required, it will be done with
reference to the shareholders' existing holdings of Serko shares at the record date of 30 September 2020.
Serko can accept oversubscriptions at its absolute discretion. The price of the Serko shares offered
under the SPP will be the lower of the Placement price or the five-day VWAP during the last five trading
days prior to, and including, the SPP closing date (being 22 October 2020).
Serko assesses that the SPP will cater for a high majority of Serko’s non institutional shareholders,
enabling them to participate and potentially increase their relative percentage holdings in Serko.
The final terms of the SPP are expected to be announced in more detail on 7 October 2020. An SPP
Booklet, together with an application form, will be sent to eligible shareholders on 7 October 2020 and will
be available on the website established for the SPP on the same day. The closing date for applications
by eligible shareholders is 22 October 2020.
Eligible shareholders wishing to acquire Serko shares under the SPP will need to complete the
application form, or apply online via the website at www.serkoshareoffer.com. Eligible shareholders may
choose to take up their entitlements in whole, in part or not at all.

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 company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980

4189779 v1 3
The Serko shares to be issued under both the Placement and SPP will rank equally in all respects with
Serko's existing ordinary shares.
Key dates relating to the Placement and SPP are set out in the Appendix to this announcement.
A copy of the investor presentation, cleansing notice and corporate action notice accompany this
announcement. Serko is making the Offer in reliance on a class waiver and ruling issued by NZX
Regulation dated 30 September 2020.
Craigs Investment Partners Limited and Ord Minnett Limited are acting as Joint Bookrunners and
Underwriters for the Placement and Craigs Investment Partners Limited and Cameron Partners Limited
(New Zealand global alliance partner of Rothschild & Co.) are Joint Arrangers for the Offer. Serko's legal
advisers are Russell McVeagh and Herbert Smith Freehills.
Ends
This announcement has been authorized for release to NZX and ASX by:
Susan Putt, Chief Financial Officer
Phone: +64 9 309 4754 or +64 21 388 009
Email: investor.relations@serko.com
Investor Relations Enquiries:
Susan Putt, Chief Financial Officer
Phone: +64 9 309 4754 or +64 21 388 009
Email: investor.relations@serko.com

For media relations queries please contact:
Richard Inder, Media Consultant to Serko
Phone: +64 21 645 643
Email: richard@theproject.co.nz

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 company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980

4189779 v1 4
Appendix – Key Dates for Capital Raising
1


Placement
Conduct underwritten placement Thursday, 1 October 2020
Trading halt on NZX and ASX Thursday, 1 October 2020
Announce results of Placement and resume trading Friday, 2 October 2020
Settlement on the ASX Tuesday, 6 October 2020
Settlement on the NZX Wednesday, 7 October 2020
Allotment and trading of shares on NZX and ASX Wednesday, 7 October 2020
Share Purchase Plan
Share Purchase Plan Record Date Wednesday, 30 September 2020
Share Purchase Plan Offer Opens Wednesday, 7 October 2020
Share Purchase Plan Offer Closes Thursday, 22 October 2020
Announce results of SPP Monday, 26 October 2020
Settlement on the ASX Wednesday, 28 October 2020
Settlement on the NZX Thursday, 29 October 2020
Allotment of shares on NZX and ASX Thursday, 29 October 2020
Commencement of trading of shares on NZX Thursday, 29 October 2020
Commencement of trading of shares on ASX Friday, 30 October 2020

This announcement is not a product disclosure statement or offering document under New Zealand law or under any other law. It is
for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any
securities in Serko in any jurisdiction. This announcement does not constitute financial product advice or investment advice and
does not and will not form part of any contract for the acquisition of Serko securities.
This announcement has been prepared for release in New Zealand and Australia. This announcement may not be released to US
wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer
to buy, securities in the United States (or to, or for the account or benefit of, any person in the United States) or in any other
jurisdiction in which such an offer would be unlawful.
The information in this announcement is of general background and does not purport to be complete. It should be read in
conjunction with Serko's other market announcements lodged with NZX and ASX, which are available at at www.nzx.com and
www.asx.com.au under ticker code SKO.
Future performance: This announcement and the investor presentation released with this announcement today ("Investor
Presentation") may include forward-looking statements about Serko and the environment in which Serko operates, such as
indications of, and guidance on, future earnings and financial positions and performance. You are strongly cautioned not to
place undue reliance on forward-looking statements, particularly in light of the current economic climate and significant
volatility, uncertainty and disruption caused by the outbreak of COVID-19. Forward-looking information is inherently uncertain
and subject to contingencies, known and unknown risks and uncertainties and other factors outside of Serko's control, and may
involve significant elements of subject judgement and assumptions as to future events which may or may not be correct. Forward-
looking statements may also assume the success of Serko's business strategies. The success of any of these strategies is subject
to uncertainties and contingencies beyond Serko's control, and no assurance can be given that any of the strategies will be effective
or that the anticipated benefits from the strategies will be realized in the period for which the forward looking statements may have
been prepared or otherwise. Refer to the key risks section of the Investor Presentation for a non-exhaustive summary of certain key
business, offer and general risk factors that may affect Serko. No assurance can be given that actual outcomes or performance will

1
The timetable presented is indicative only and is subject to change without notice (subject to applicable laws and NZX Listing Rules
and ASX Listing Rules). All dates and times are New Zealand times (unless stated otherwise).

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 company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980

4189779 v1 5
not materially differ from the forward-looking statements. A number of important factors could cause Serko's actual results or
performance may differ materially from these statements, particularly as a result of the impacts of COVID-19. The forward-looking
statements are based on information available to Serko as at the date of this announcement. Except as required by law or
regulation (including the NZX Listing Rules or ASX Listing Rules), Serko undertakes no obligation to provide any additional or
updated information whether as a result of new information, future events or otherwise.
Non-GAAP financial information: Certain financial measures included in this announcement and the Investor Presentation are
non-GAAP financial information. Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and
therefore may not be comparable to similar financial information presented by other entities. The non-GAAP financial information
included in this release has not been subject to review by auditors. Non-GAAP measures are used by management to monitor the
business and are useful to provide investors to access business performance.

---

The following notice and disclaimer applies to this investor presentation and you are therefore advised to read this carefully before reading or making any other use of this presentation or any
information contained in this presentation. By accepting this presentation you represent and warrant that you are entitled toreceive this presentation in accordance with the restrictions, and
agree to be bound by the limitations, contained within it.
This presentation has been prepared by Serko Limited (Serko) in relation to an offer of new shares in Serko (New Shares) by way of a:
•placement to selected investors (Placement); and
•share purchase plan to Serko's existing shareholders with an address either in New Zealand or Australia (SPP),
under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (together, the Offer) and in reliance on a class waiver and ruling issued by NZX Regulation dated 30 September 2020.
All information is current at the date of this presentation, unless stated otherwise. All currency amounts are in NZ dollarsunless stated otherwise.
Information: This presentation contains summary information about Serko and its activities. The information in this presentation is of ageneral nature and does not purport to be complete, nor
does it contain all the information which a prospective investor may require in evaluating a possible investment in Serko or that would be required in a product disclosure statement for the
purposes of the Financial Markets Conduct Act 2013 or a prospectus or other disclosure document for the purpose of the Corporations Act 2001 (Cth). This presentation should be read in
conjunction with Serko's other periodic and continuous disclosure announcements, which are available at www.nzx.com and www.asx.com.au.
Not financial product advice: This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquireSerko securities, and has been
prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investmentdecision, prospective investors should consider the appropriateness
of the information having regard to their own objectives, financial situation and needs and consult a broker, or solicitor, accountant and/or other professional adviser.
Past performance: Any information given in this presentation regarding Serko's historical performance (whether financial or otherwise) is given for illustrative purposes only and should not be
relied upon as (and is not) an indication of future performance. The information in this presentation may contain informationfrom third-parties believed to be reliable, however, no
representations or warranties are made as to the accuracy or completeness of such information.
Future performance: The information contained in this presentation may include forward-looking statements about Serko and the environment in which Serko operates, such as indications of,
and guidance on, future earnings and financial positions and performance. You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the
current economic climate and significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. Forward-looking information is inherently uncertain and subject to
contingencies, known and unknown risks and uncertainties and other factors outside of Serko's control, and may involve significant elements of subjectjudgement and assumptions as to
DISCLAIMER
2

DISCLAIMER
3
future events which may or may not be correct. Forward-looking statements may also assume the success of Serko's business strategies. The success of any of these strategies is subject to
uncertainties and contingencies beyond Serko's control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be
realized in the period for which the forward looking statements may have been prepared or otherwise. Refer to the key risks described in the appendix to this presentation for a non-exhaustive
summary of certain key business, offer and general risk factors that may affect Serko. No assurance can be given that actualoutcomes or performance will not materially differ from the forward-
looking statements. A number of important factors could cause Serko's actual results or performance may differ materially from these statements, particularly as a result of the impacts of
COVID-19. The forward-looking statements are based on information available to Serko as at the date of this presentation. Except as required by law or regulation (including the NZX Listing
Rules), Serko undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or otherwise.
Non-GAAP financial information: Certain financial measures included in this presentation are non-GAAP financial information. Non-GAAP financial information does not have a standardised
meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. Thenon-GAAP financial information included in this release has
not been subject to review by auditors. Non-GAAP measures are used by management to monitor the business and are useful to provide investors to access business performance.
Distribution of presentation: This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a
breach by Serko of any law. The distribution of this presentation in other jurisdictions outside New Zealand or Australia mayberestricted by law, and persons into whose possession this
presentation comes should observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Foreign Selling Restrictions” section of this
presentation. None of Serko, any person named in this presentation or any of their affiliates accept or shall have any liabilityto any person in relation to the distribution or possession of this
presentation from or in any jurisdiction.
Note for distribution or release in the United States: This presentation may not be distributed or released in the United States. This presentation does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The New Shares have not been and will not be registered under
the U.S. Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly
or indirectly, in the United States or to persons that are acting for the account or benefit of persons in the United States,unless they have been registered under the U.S. Securities Act, or are
offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws.
Disclaimer: To the maximum extent permitted by law, none of Craigs Investment Partners Limited, Cameron Partners Limited, Ord MinnettLimited or any of their respective subsidiaries, related
companies, shareholders, directors, officers or employees, or any other person, makes any representation or warranty, or provides any undertaking, in relation to any information contained in
this presentation and they shall have no liability (including for negligence) for: any errors or omissions in the informationorfailure to correct or update the information, or any other written or
oral communications provided in relation to the information or any claim, loss or damage (whether foreseeable or not) arisingfrom the use of any of the information or otherwise arising in
connection with the information. The information in this presentation remains subject to change without notice. Serko reserves the right to withdraw the Offer or vary the timetable for the Offer
without notice. Determination of eligibility of investors for the purposes of the SPP is determined by reference to a numberofmatters, including legal regimes and the discretion of Serko. Serko,
Craigs Investment Partners Limited, Cameron Partners Limited, Ord MinnettLimited disclaim all liability in respect of the exercise of that discretion to the maximum extent permitted by law.

CONTENTS
Strategic
Updates
Capital Raising
Overview
Financial
Update
Outlook
Statement
4

Strategic Updates
‹#›
5

ACCELERATING TO EXECUTE ON THE OPPORTUNITIES OF A
CHANGING BUSINESS TRAVEL MARKET
6
•Serko’s Board and management consider Serko’s market positioning and growth prospects within the travel industry
remain significant over the medium to long-term, notwithstanding the impact of the COVID-19 pandemic on the
business travel industry, and remain confident in the recovery of business travel over time.
•The COVID-19 pandemic is a rare event that is reshaping parts of the business travel industry, impacting both the
suppliers of business travel content and services and the needs of the business traveller.
•In recent months, we have received inbound demand from our Travel Management Company (TMC)resellers and
partners considering, planning and requesting accelerated timetables to onboard new customers, deliver new features
and expand existing partnerships. This demand has exceeded our expectations and is highlighting increased
opportunities from a changing travel industry.
•Serko’s priority is to ensure it has the resource and capacity to execute on its strategic priorities, positioning the
company for growth when business travel normalises and to capitalise on opportunities arising from changes to the
travel industry.
•Serko is raising capital to further prepare for these growth opportunities and to ensure a prudent approach with
regards to capital management.

7
*
FOUNDATIONS OF THE PATH TO $100 MILLION REVENUE
•As previously announced, Serko is targeting $100 million in revenue over the medium term, although the pandemic is
likely to have slowed the timing of achieving that goal.

AUSTRALASIA MARKET UPDATE
8
•Serko occupies a strong market position in Australasia, with the majority of Serko’s revenues coming from domestic
bookings in Australia and New Zealand.
•The lifting of travel restrictions in New Zealand (following the adoption of Alert Level 1 in mid-June) resulted in
transactions rebounding to approximately 70% of pre-COVID transaction volumes (measured against equivalent days in
2019), before declining again when further travel restrictions were imposed in August 2020 (refer to page 18 for more
details).
•Travel transaction volumes are currently running at approximately 30% of last year’s corresponding period volumes for
Australasia as at 20 September 2020 (refer to page 18 for more details).
•We continue to onboard new customers from our TMC resellers (including Flight Centre & Orbit).
•The number of corporates transacting in July 2020 was 3,900 up from a low of 1,725 in April 2020.This fell to 3,500 in
August 2020 due to New Zealand’s second lock down and increased travel restrictions in Australia. Prior to COVID-19,
over 6,800 corporates were transacting on Serko’s platform.
•The percentage of transactions occurring on our premium Zeno product remains around 35%* of total transactions, up
from 25% of total transactions at the end of March 2020.
* Month to date for September 2020, in-line with July 2020 (as reported at the 2020 Annual Meeting)

NORTH AMERICA MARKET UPDATE
9
* There is no guarantee that these negotiations will result in a signed agreement on the terms currently envisaged or at all
•During FY20, Serko invested heavily in the Serko Zeno platform for expansion into the North American market and had
its first live bookings following beta release in September 2019.
•Currently booking volumes are low, however, this market provides a significant growth opportunity over time and Serko
has continued to expand its reseller base in this market.
•Serko has recently:
•Added tailored North American content and integrations that helped Serko win its largest customer to date in
this market –ZS Associates
•Signed Zeno Expense reseller partnership with buying group Omnia Partners
•Added four new TMC resellers since 31 March 2020, bringing the total to nine resellers, and is in the process of
activating these partners
•Serko is in advanced stages of negotiation for a large direct contract with a US Fortune 500 company*.

BOOKING.COM UPDATE
10
•In October 2019, Booking Holdings Inc. made a cornerstone investment in Serko, and Booking.com expanded its
existing agreement with Serko so that Booking.com can offer and promote a white label of the Zeno platform to its
business traveller customers.
•This partnership continues to offer exciting growth opportunities for Serko, notwithstanding the COVID-19 pandemic,
and the potential large-scale roll-out gives Serko access to a much larger addressable market as travel activity recovers
over time.
•The Zeno Booking.com for Business platform went live in May 2020, with pilot programs implemented across the
United Kingdom and Ireland. A pilot was also launched in Germany in early September 2020.
•It is expected that potential customers will be able to sign-up to the new Zeno powered version of Booking.com for
Business as the product is made available in additional markets, following the successful completion of the pilot
launches.
•Serko and Booking.com continue to have a collaborative partnership, with both parties working to bring a best-in-class
business travel tool to customers globally.Serko is progressively scaling-up to achieve this.

Capital Raising Overview
‹#›
11

CAPITAL RAISING OVERVIEW
12
Offer size
-NZ$55 million equity raising, comprising:
-NZ$45 million fully underwritten Placement
-NZ$10 million non-underwritten Share Purchase Plan
together representing approximately 13.6%
*
of Serko’s currently issued capital
Issue price
-New shares to be offered under the Placement at a price to be determined via a book build process today (subject to an underwritten floor
price of NZ$4.35 per share), representing:
-3.5% discount to the last close (NZ$4.51); and
-4.6% discount to the 5-day VWAP of NZ$4.56 prior to announcement
-The Australian dollar Placement price will be determined using the AUD/NZD exchange rate as at 3.00pm (NZT) on 1 October 2020
-New shares from the Share Purchase Plan will be priced at the lower of Placement price or the 5-day VWAP over the last five daysof the
Share Purchase Plan offer period
Share Purchase
Plan
-Serko is offering up to NZ$10 million of newly issued ordinary shares to Serko’s eligible existing shareholders resident in Australia and New
Zealand (up to a maximum of NZ$50,000/A$46,500 per shareholder) under a non-underwritten Share Purchase Plan
-Serko, at its discretion, has the ability to acceptShare Purchase Plan oversubscriptions
Ranking
-The new shares to be issued under both the Placement and Share Purchase Plan will rank equally in all respects with Serko’s existing
ordinary shares from allotment
Arranging and
Underwriting
-Craigs Investment Partners and Cameron Partners are acting as Joint Arrangers, and Craigs Investment Partners and Ord Minnettare
acting as Joint Bookrunners and Underwriters
* At the underwritten floor price of NZ$4.35 per share

USE OF PROCEEDS
13
Notwithstanding Serko has $33.6 million cash on its balance sheet, the timing of meaningful revenue generation is uncertain,
therefore the Board of Serko is adopting a prudent approach with regards to capital management in this COVID-19 environment,
and is raising capital to position the company for growth.
•The pandemic has had a substantial impact on the operations and economics of Serko:
•Serko’s travel transaction volumes are at approximately 30% of prior year volumes as at 20 September 2020 (and reached
as low as 9% in April 2020 compared to the previous comparable period)
•Total revenue estimate for the six month period to 30 September is $4.5 million to $5 million*(down ~65% on the previous
comparable period)
•Accordingly, as announced to the market on 19 August 2020, Serko reduced its cash spend to target an average monthly
cash burn of $2 million per month by reducing the overall size of the team and reprioritising project spend, and has not
been investing as fast as it would like to take advantage of growth opportunities being presented to it
•Serko’s priority is to ensure it has the resource and capacity to execute on its strategic priorities, positioning the company for
growth when business travel normalises and to capitalise on opportunities arising from changes to the travel industry, and asa
result is increasing cash burn to a target of $2 –4 million per month (refer to page 20 for further details).
Serko is raising capital to position the business and prepare for growth opportunities in a materially changed operating environment.
* Revenue excludes income from grants and finance income. Revenue estimate is management’s estimate and subject to final September results
and finalisation of accounting adjustments for the six-month period. The Half Year report is due to be released to the market in November. Refer to
page 16.

USE OF PROCEEDS
14
•Serko considers its market positioning and growth prospects within the business travel industry remains significant over the medium to
long-term, notwithstanding the impact of the COVID-19 pandemic, and remains confident in the recovery of business travel over time.
•Inbound demand (referred to on page 6) has exceeded our expectations and is highlighting increased opportunities from a changing
travel industry. Serko is raising capital to accelerate its global expansion, execute on its strategic priorities, and capture thesenew inbound
growth opportunities.
•Funds from the Capital Raising will be used for:
1. Acceleration
•Accelerate the development of our globally scalable, localized travel platform, allowing us to be well positioned for recovery as
business travel increases, following the successful completion of our pilot launches. Serko is progressively scaling-up to bring the
power of Zeno to the global market.
•Support increased demand for customer and reseller onboarding to drive volume across all markets, particularly in Europe and
North America.
2. Evolving Corporate Traveller Needs
•Expand the breadth and depth of content channels across all markets, responding to new and changing business traveler needs.
•Enhance customer experience functionality for changing market requirements.
3. Scale
•Continue to scale the technology platform for international expansion.
•Fund small M&A growth opportunities, aligned to strategy, if and when they arise. In this respect, Serko continues to regularly
receive inbound approaches from companies wishing to be acquired by Serko.
4. Balance Sheet Flexibility

TIMELINE
15
Offer announcement
Thursday, 1 October 2020
Placement
Conduct underwritten placementThursday, 1 October2020
Trading halt on NZX and ASXThursday, 1 October2020
Announce completion and resume tradingFriday, 2 October2020
Settlement on the ASXTuesday, 6 October2020
Settlement on the NZXWednesday, 7 October2020
Allotment and trading of shares on NZX and ASX Wednesday, 7 October2020
Share Purchase Plan
Share Purchase Plan Record Date Wednesday, 30 September 2020
Share Purchase Plan Offer Opens Wednesday, 7 October 2020
Share Purchase Plan Offer Closes Thursday, 22 October 2020
Settlement on the ASX Wednesday, 28 October 2020
Settlement on the NZXThursday, 29 October 2020
Allotment of shares on NZX and ASXThursday, 29 October 2020
Trading of shares on NZXThursday, 29 October 2020
Trading of shares on ASX Friday, 30 October 2020

Financial Update
‹#›
16
The indicative FY21 interim results included in this presentation are estimates based on performance to date and projected tothe
end of September 2020. They are unaudited, and have been prepared on the basis of Serko’s management accounts. This financial
update is not a ‘Results Announcement’ for the purposes of the NZX Listing Rules and is provided for information purposes only.
Final FY21 Half Year results are expected to be released to market on 18 November 2020 in accordance with the NZX Listing Rules.

Financial Update
17
* Revenue excludes income from grants and finance income, while total income includes grants.
** Revenue and Income estimates are management estimates and subject to final September results and finalisation of accounting
adjustments for the six-month period. The Half Year report is due to be released to the market in November.
•Total Revenue* estimate for the six-month period to 30 September is $4.5 million to $5 million**
•Grant Income for the period includes $3 million global COVID-19 Subsidies received and $0.5m R&D Grants recognisedfor
the six-month period
•Total Income* estimate for the six-month period to 30 September is $8 million to $8.5 million**
•Cash balances at 31 August 2020 were $33.6 million
•Cash burn average $1.8 million per month for the five-month period to 31 August 2020
•Australasian travel volumes are at approximately 30% of prior year volumes as at 20 September 2020 (refer to page 18)
•Revenue derived from other international markets has not contributed materially during the half

-
10%
20%
30%
40%
50%
60%
70%
80%
Apr-20May-20Jun-20Jul-20Aug-20Sept 20
MTD*
Transactions volumes
(Percentage of prior year volumes)
AustralasiaNew Zealand TMCs
Australian TMCs
•Australasian travel bookings increased between April and July 2020 as travel
restrictions were lifted in New Zealand and counterbalanced by continuing low levels
of Australian domestic travel.
•At its peak in July 2020, we saw a return of around 30% of the transacting volume
booked in July 2019 (pre-COVID).
•We don’t currently expect bookings to increase meaningfully above this level until
Australian businesses start travelling domestically again.
•The lifting of travel restrictions in New Zealand saw transactions resume to up to 70%
of booking volumes on equivalent days in 2019, before declining again when further
travel restrictions were imposed in August 2020.
•New Zealand transactions are starting to recover again with the lifting of the latest
travel restrictions.
•There is still limited domestic travel occurring within Australia, which is currently
averaging 23% of the transaction volume booked during the same period last year.
•While international travel is expected to be delayed, Serko’s main source of booking
revenue is from domestic travel (93% for FY20).
•During FY20, Trans-Tasman travel represented 3-4% of booking revenue. Other
international travel represented 3% of booking revenue.
Transaction Volumes Update
18
* Month to date (20 September)

Outlook Statement
‹#›

FY21 OUTLOOK
20
•Serko is well positionedforgrowthwhentrading conditionsimproveand the business travel industry starts to recover.
•Timing,however,remains uncertain.As a result, we are unable to forecast our likely operating revenue for the 2021 financial
year with any certainty.
•Serko has included assumptions in its forecasts that travel will be in the range of 40-70% of pre-COVID levels by March 2021
(based on the trends noted on page 18). However, if Australia and New Zealand business travel remains restricted, we expect
transactions to be at the lower end of this range.
•As at 31 August 2020,Serko had net cash and cash equivalents of $33.6million.
•Serko is targeting an average monthly cash burn of between $2 million and $4 million during the remainder of FY21 and
through to FY22, dependent on travel resumption and achievement of key performance metrics (including the Booking.com
opportunity and NORAM customer onboarding).

Appendices:
‹#›
Company Snapshot
Key Risks
Foreign Selling Restrictions

ABOUT SERKO
FOUNDED IN 2007
Innovative Solutions
Serko is a technology company focused on
innovative solutions that address the
challenges of corporate travel and expense
management. The majority of Serko’s
revenue comes from Travel Management
Company resellers (TMCs), who provide our
online travel booking (OBT) solution to their
corporate customers. The Serko expense
management solutions are used by
corporate customers to automate and
manage travel and general business
expenses.
Market Leader
Serko is the leading supplier of corporate
travel technology solutions in Australasia
and is now expanding into Northern
Hemisphere markets with multiple resellers
in North America and a global agreement
with Booking.com to power the Booking.
com for Business offering.
NZX/ASX Listed
Serko listed on the New Zealand stock
exchange in 2014. In 2018, Serko listed as a
foreign exempt listing on the Australian
Securities Exchange and in 2020 Serko was
included in the NZX50 Index. Serko trades
under the ticker ‘SKO’ on both exchanges.
Serko employs around 240 people
worldwide with its HQ in New Zealand, and
offices across Australia, the U.S. and China
For further information refer to Serko’s website www.serko.comand its 2020 Annual Report which can be found under Investor Centre.
22

Zeno TravelZeno Expense
Zeno Travel is an Online
Booking Tool (OBT) that
corporate travellers use to
book flights, trains, hotels,
rental cars and airport
transfers in line with their
corporate travel policies.
Zeno Expenseautomates
the process of corporate
card and out-of-pocket
expense submission,
reconciliation and
reimbursement
SERKO PRODUCTS
23

SERKO STRATEGY

KEY RISKS
25
Like any investment, there are risks associated with an investment in Serko shares. Before investing in Serko, you should be aware than an investment in Serko has a number of risks, some of
which are specific to Serko and some of which relate to listed securities generally, and many of which are beyond the controlofSerko. Additionally, some risks may be unknown and other
risks, currently believed to be immaterial, could turn out to be material. Whilst the section below aims to highlight some of the key risks, it is not exhaustive.
Investors should be aware that the spread of COVID-19 and the actions taken in response by governments in New Zealand and other countries, including border controls and travel
restrictions, and the resulting effects on the global economy have had, and are likely to continue to have, a material adverse effect on Serko, its financial performance and position, liquidity,
financial condition and results of operations. It is also likely that there will be further unforeseen negative impacts from theCOVID-19 pandemic, of an as-yet unknown magnitude and
duration. It is not currently clear when these negative impacts will begin to abate. Serko will continue to respond to the challenges facing it, but there is no certainty as to the severity or
likelihood of such unforeseen impacts arising nor whether any mitigating action can be taken or will be effective.
Before deciding whether to invest in Serko shares, you must make your own assessment of the risks associated with the investment, including the inherent uncertainties due to the impact of
COVID-19 noted above, and consider whether such an investment is suitable for you having regard to all other Serko continuous disclosure announcements and publicly available information,
and consult your financial adviser and other professional advisers.
Travel industry disruption and the impact of COVID-19
Serko's operating and financial performance is dependent on the health of the travel industry generally. A decline in the domestic and/or international travel industry, whether as the result of
a particular event (such as a war, terrorist attack, outbreak of disease epidemic/pandemic or a natural disaster, such as earthquakes or volcanic ash clouds), economic conditions (such as a
decrease in consumer and business demand), or any other factors would have a material adverse effect on Serko's operating andfinancial performance.
The events relating to COVID-19 have resulted in unprecedented restrictions on domestic and international travel, major reductions in airline capacity and general disruption to the tourism
industry. These developments have resulted in declining demand for international and domestic travel and tourism services (including hotels, accommodation and tourism activities) and an
increase in travel cancellation rates, which has had a significant short term impact and is expected to have a significant medium term impact on Serko's business and operations and, in
particular, the demand for its services. The status of the response to COVID-19 continues to evolve, and it is uncertain how long these restrictions will remain in place, and what other counter-
measures may be implemented to restrict travel in response to COVID-19, both in New Zealand and internationally. Furthermore, itis unclear what the longer term impact on international and
domestic travel will be, even after current government restrictions and border closures are lifted. As a result of the COVID-19 pandemic, international travel preferences could shift, having an
impact on future demand for international and domestic travel. There is no certainty that demand for Serko's services will normalise to a level existing prior to the impact of COVID-19 (or how
long such normalisation could take), even once the domestic and international travel restrictions are lifted.

KEY RISKS
26
Information technology and cybersecurity risk
Serko relies on the performance, reliability and availability of its information technology, communication and other businesssystems. Any damage or interruption to, or failure of, Serko's
key systems may result in significant disruptions to Serko's business. Any failures of, or malicious attacks on, Serko's business systems, a breach of Serko's cybersecurity measures or any
other compromise to the security of data (including any personal information / data) held by Serko may similarly impact both Serko's business and its reputation. Financial penalties for
data breaches can be significant, which if levied on Serko could have an adverse effect on the reputation and the financial performance of Serko.
General economic conditions
Serko's operating and financial performance is influenced by a variety of general economic and business conditions in New Zealand and overseas. A prolonged deterioration in general
economic conditions, including a decrease in consumer and business demand, would likely have a material adverse effect on Serko's business or financial condition (or both). This risk is
heightened in the current uncertain economic environment.
In light of recent New Zealand and global macroeconomic events, including but not limited to the global impact of COVID-19, it is forecast that New Zealand and Australia will
experience an economic downturn of uncertain severity and duration which is likely to affect spending on travel by businessesand the operating and financial performance of Serko.
Furthermore, containment measures implemented in response to COVID-19 are expected to result in significant and prolonged dislocation to economies globally, including in many of
the markets in which Serko operates, which could affect spending on travel in those markets, which would in turn impact on the operating and financial performance of Serko.
Market volatility of Serko's shares
Any investment in equity capital carries general risks. Serko's shares are currently listed on NZX and ASX and are subject to the usual market-related forces which impact on Serko's
share price. There can be no assurance that trading in the shares following the offer will not result in the share price tradingat levels below the price paid by investors in the offer. The
equity markets have in recent times been subject to pronounced volatility due to the continuing impacts of COVID-19. There is nocertainty that this recent volatility will not continue or
worsen, which could have a materially adverse impact on the market price of Serko's shares.
Factors such as the risk factors disclosed in this presentation as well as other factors could cause the market price of Serko'sshares to decline or to materially fluctuate. It also is possible
that new market risks may develop as a result of the New Zealand or Australian markets experiencing extreme stress, or due toexisting risks (including the impacts of COVID-19)
manifesting themselves in ways that are not currently foreseeable.
A weakening in the New Zealand dollar as against other currencies will cause the value of the shares to decline in any portfoliowhich is denominated in a currency other than New
Zealand dollars.

FOREIGN SELLING RESTRICTIONS
27
International Offer Restrictions
This document does not constitute an offer of ordinary shares (New Shares) of Serko in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any
person, and the New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.
Australia
This document and the offer of New Shares under the Placement is only made available in Australia to persons to whom a disclosure document is not required to be given under Chapter 6D of
the Australian Corporations Act 2001 (Cth) (Australian Corporations Act). This document is not a prospectus, product disclosure statement or any other form of formal “disclosure document” for
the purposes of the Australian Corporations Act, and is not required to, and does not, contain all the information which would be required in a disclosure document under the Australian
Corporations Act. If you are in Australia, this document is made available to you provided you are a person to whom an offer of securities can be made without a disclosure document such as a
professional investor, sophisticated investor or wholesale client for the purposes of Chapter 6D of the Australian Corporations Act. This document has been lodged or registered with the
Australian Securities and Investments Commission, ASX Limited and any other regulatory body or agency in Australia to the extentapplicable to Serko as a foreign entity admitted as an ASX
Foreign Exempt Listing. The persons referred to in this document may not hold Australian financial services licences and may notbe licensed to provide financial product advice in relation to
securities. No “cooling-off” regime will apply to an acquisition of any interest in Serko. This document does not take into account the investment objectives, financial situation or needs of any
particular person. Accordingly, before making any investment decision in relation to this document, you should assess whetherthe acquisition of any interest in Serko is appropriate in light of
your own financial circumstances or seek professional advice.
If you acquire the New Shares under the Placement in Australia then you:
•represent and warrant that you are a wholesale client; and
•represent and warrant that you are a professional or sophisticated investor;
•agree not to sell or offer for sale any New Shares issued under the Placement in Australia within 12 months from the date of their issue under the Placement, except in circumstances where:
•disclosure to investors would not be required under Chapter 6D of the Australian Corporations Act; or
•such sale or offer is made pursuant to a disclosure document which complies with Chapter 6D or Chapter of the Australian Corporations Act.

FOREIGN SELLING RESTRICTIONS
28
Hong Kong
WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Placement. If you are in any
doubt about any of the contents of this document, you should obtain independent professional advice. This document has not been,and will not be, registered as a prospectus under the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) (the “C(WUMP)O”), nor has it been authorised by the Securities and Futures Commission in
Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”). No action has been taken in HongKong to authorise or register this document or to permit
the distribution of this document or any documents issued in connection with it. Accordingly, (i) the New Shares may not be offered or sold in Hong Kong by means of this document or any
other document other than (a) to "professional investors" as defined in the SFO and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a
"prospectus" as defined in the C(WUMP)O or which do not constitute an offer to the public within the meaning of the C(WUMP)O;and (ii) no person shall issue or possess for the purposes of
issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the New Shares which is directedat, or the contents of which are likely to be accessed or read
by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to theNew Shares which are or are intended to be disposed of only to
persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO. No person allotted New Shares may sell, or offer to sell, such shares in
circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares.
Singapore
This document and any other materials relating to the New Shares has not been and will not be registered as a prospectus withthe Monetary Authority of Singapore (“MAS”). Accordingly, the
New Shares may not be offered or sold or made the subject of an invitation for subscription or purchase, nor may this document or any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the New Shares be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an "institutional
investor" or an "accredited investor" pursuant to the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), in accordance with the conditions of any other applicable provision
(including resale restrictions) of the SFA. Notification under Section 309B(1)(c) of the SFA -in connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 (the “CMP Regulations 2018”) of Singapore, Serko has determined the classification of the New Shares as prescribed capital markets products (as defined in the CMP
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations
on Investment Products).

FOREIGN SELLING RESTRICTIONS
29
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the
meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”) has been published or is intended to be published in respect of the New Shares. This document is
issued on a confidential basis to “qualified investors” (within the meaning of Section 86(7) of the FSMA) in the United Kingdom,and the New Shares may not be offered or sold in the United
Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to Section 86(1) of
the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been
communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom incircumstances in which Section 21(1) of the FSMA does
not apply to Serko. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling
within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in
Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”). The
investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in onlywith, relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.
United States
This document may not be distributed or released in the United States. This document does not constitute an offer to sell, ora solicitation of an offer to buy, securities in the United States or in
any other jurisdiction in which such an offer would be illegal or impermissible. The New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any
state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States unless they have been registered under the U.S. Securities Act (which
Serkohas no obligation or intention to do or procure) or are offered and sold in a transaction exempt from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act and other applicable securities laws.

Thank you
30

---

Template
Corporate Action Notice
(Other than for a Distribution)
Updated as at 17 October 2019

Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer Serko Limited
Class of Financial Product Ordinary Shares
NZX ticker code SKO
ISIN (If unknown, check on NZX
website)
NZSKOE0001S7
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
X
Renounceable
Rights issue

Capital
reconstruction

Non
Renounceable
Rights issue

Call Bonus issue
Record date 30 September 2020
Ex-Date (one business day before the
Record Date)
29 September 2020
Currency NZD
Section 2: Share purchase plans (delete if not applicable)
Maximum dollar amount of
Financial Products to be issued
Up to NZ$50,000 per registered holder or beneficial owner
with a registered address in New Zealand or Australia, for
an aggregate offer size of up to NZ$10 million. Serko
reserves the right to, at its absolute discretion, accept
oversubscriptions.
Minimum application amount (if
any)
NZ$1,000 / A$930
Exercise Price The lower of:
• the price paid by investors in Serko's Placement
announced 1 October 2020; and
• the five day VWAP during the last five trading days
of the offer period.
Scaling reference date By reference to holdings at Record Date
Closing Date 22 October 2020
Allotment Date 29 October 2020
Section 3: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Susan Putt

2 of 2
Contact person for this announcement Susan Putt
Contact phone number +64 21 388 009
Contact email address Investor.relations@serko.com
Date of release through MAP 1 October 2020

---

1
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, company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980

Market Release
1 October 2020


Notice Pursuant To Clause 20(1)(A) Of Schedule 8 To The Financial Markets
Conduct Regulation 2014
Serko releases Cleansing Notice in relation to Offer of Shares


1. Serko Limited (NZX/ASX:SKO) ("Serko") today announced that it intends to undertake a capital
raising, comprising:
(a) a fully underwritten placement of NZ$45 million of newly issued ordinary shares to
institutional and other select investors (the "Placement"); and
(b) a share purchase plan to Serko's eligible existing shareholders with an address in New
Zealand or Australia to raise up to NZ$10 million (with the ability to accept
oversubscriptions at its discretion), which is not underwritten (the "SPP"),
(together, the "Offer").
2. The Placement opens today, 1 October 2020. The SPP will open on or around 7 October 2020.
3. The Offer is being made in reliance upon the exclusion in clause 19 of schedule 1 to the Financial
Markets Conduct Act 2013 ("Act").
4. This notice is provided under:
(a) subclause 20(1)(a) of schedule 8 to the Financial Markets Conduct Regulations 2014
("Regulations"); and
(b) paragraph 708A(12G) of the Corporations Act 2001 (Cth) (“Corporations Act”) as
notionally inserted by ASIC Instrument 18-0299; and
(c) ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended
by ASIC Instrument 20-0909.
5. Serko will issue the relevant securities under the Placement and SPP components of the Offer
without disclosure to investors under Part 6D.2 of the Corporations Act.
6. As at the date of this notice:
(a) Serko is in compliance with the continuous disclosure obligations that apply to it in
relation to ordinary shares in Serko;

2
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, company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980

(b) Serko is in compliance with its financial reporting obligations (as defined in subclause
20(5) of schedule 8 to the Regulations);
(c) Serko has complied with its obligations under Rule 1.15.2 of the ASX Listing Rules; and
(d) there is no information that is "excluded information" (as defined in subclause 20(5) of
schedule 8 to the Regulations) in respect of Serko.
7. The Offer is not expected to have any material effect or consequence on the control of Serko
within the meaning set out in clause 48 of Schedule 1 of the Act.

This announcement has been authorised for release to NZX and ASX by:
Susan Putt, Chief Financial Officer
Phone: +64 9 309 4754 or +64 21 388 009
Email: investor.relations@serko.com

Ends

Investor Relations Enquiries:
Susan Putt, Chief Financial Officer
Phone: +64 9 309 4754 or +64 21 388 009
Email: investor.relations@serko.com