Serko announces opening of NZ$10m share purchase plan

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

4193784 1
Market Release
7 October 2020
Serko announces opening of NZ$10 million share purchase plan
Serko Limited (NZX/ASX:SKO) ("Serko"), a leader in online travel booking and expense management
for the business travel market, is pleased to announce the opening of its NZ$10 million non-
underwritten share purchase plan ("SPP"). The SPP is part of Serko's equity raising initiative
announced on 1 October 2020, whereby Serko also undertook a fully underwritten placement of new
shares to institutional and other select investors in both local and offshore markets ("Placement").
Serko announced the successful completion of the Placement bookbuild on 2 October 2020, which
was well supported and oversubscribed at the price determined in the bookbuild of NZ$4.55 per share,
resulting in Serko increasing the total size of the placement from NZ$45 million to NZ$47.5 million.
Eligible retail Serko shareholders with a registered address in New Zealand or Australia at the record
date of 30 September 2020 will receive their application forms to apply for up to a maximum of
NZ$50,000 / A$46,500 of new shares per shareholder. The price of these shares will be the lower of
the price paid by investors in the Placement, being NZ$4.55, or the five day volume weighted average
price of Serko shares traded on the NZX during the last five days of the SPP offer period. If scaling of
the SPP is required, it will be done so with reference to existing holdings at the record date, being 30
September 2020. Serko can accept oversubscriptions at its discretion.
The SPP Offer Document, together with an application form, will be sent to eligible retail Serko
shareholders today and can be found online at www.serkoshareoffer.com. Given the present
uncertainties with respect to postal deliveries, shareholders wishing to apply for new shares under the
SPP are encouraged to do so online.
The new shares to be issued under the SPP will rank equally in all respects with Serko's existing
ordinary shares.
Key dates relating to the SPP are set out in the Appendix to this announcement.
A copy of the SPP Offer Booklet accompanies this announcement.

Craigs Investment Partners Limited and Ord Minnett Limited acted as Joint Bookrunners and
Underwriters and Craigs Investment Partners Limited and Cameron Partners Limited (New Zealand
global alliance partner of Rothschild & Co.) acted as Joint Arrangers for the Offer. Serko's legal
advisers are Russell McVeagh and Herbert Smith Freehills.
Ends
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

For investor relations queries please contact:
Susan Putt, Chief Financial Officer
Phone: +64 9 309 4754 or +64 21 388 009
Email: investor.relations@serko.com

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

4193784 2
For media relations queries please contact:
Richard Inder, Media Consultant to Serko
Phone: +64 21 645 643
Email: richard@theproject.co.nz


Appendix – Key Dates for SPP
1


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



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).

---

1

2


KEY INFORMATION

Eligibility You may participate in this Share Purchase Plan (SPP) if you were a shareholder of Serko Limited
(Serko) at 8:00pm NZT on the Record Date of 30 September 2020, with a registered address in New
Zealand or Australia. You may not participate if you hold the Shares on behalf of another person who
resides outside New Zealand or Australia. In particular, you are not eligible to participate in the SPP if
you are in the United States or are acting for the account or benefit of a person in the United States. If
you are acting for the account or benefit of a person in the United States, you are not permitted to
apply for or acquire Shares for, or for the account or benefit of, that person.
Transferability The Offer made under this SPP is personal to you. It cannot be transferred to another person.
Equal participation Each Eligible Shareholder has the right to apply for the same maximum value of Shares on the same
terms and conditions as each other Eligible Shareholder.
Application amount If you wish to participate in this SPP, you apply for a dollar amount of Shares up to a maximum of
NZ$50,000 / A$46,500, in multiples of NZ$1,000/ A$930.
Issue Price of Shares The Shares will be issued at the lower of the price paid by investors in Serko’s recent Placement, being
NZ$4.55 per Share or the five day VWAP during the last five trading days prior to, and including, the
SPP Closing Date.
If you apply in Australian dollars, the issue price will be determined by reference to the NZ$:A$
exchange rate published by the New Zealand Reserve Bank on its website at 7:00pm NZT on the
Closing Date.
How to apply We encourage you to apply online at www.serkoshareoffer.com. Alternatively, you can complete a
hard copy Application Form. You should read the instructions on the Application Form carefully.
If you are a Custodian, you also need to complete and return a Custodian Certificate. To determine
whether you are a Custodian, and how to obtain a Custodian Certificate, refer to clause 4 of the Terms
and Conditions. You need to return your completed Application Form (and, if applicable, a Custodian
Certificate) to the address on the Application Form. Applications MUST be received by the Share
Registrar by 5:00pm NZT on 22 October 2020 to be accepted.
Receiving your Shares You will receive your Shares on or about 29 October 2020, unless the Closing Date is extended.
Scaling Serko may accept applications for up to NZ$10 million of Shares in aggregate under this SPP, with the
ability for Serko to accept oversubscriptions at its absolute discretion. If Serko receives applications for
Shares in excess of $10 million (plus the total amount of oversubscriptions accepted by Serko, if any),
Serko reserves the right to scale back the number of Shares to be allotted under this SPP to each
Applicant by reference to the shareholders' holding of Shares at 8:00pm NZT on the Record Date of
the Offer (see clause 3 of the Terms and Conditions for more information about scaling).

Defined words and expressions used in this document are capitalised – see Glossary for their definition.

3


CONTENTS

KEY DATES*

DATE EVENT SUMMARY
30 September 2020 Record Date
The date on which Eligible Shareholders are determined (at 8:00pm NZT).

7 October 2020 Opening Date
SPP opens at 10:00am NZT.

22 October 2020 Closing Date
The SPP closes at 5:00pm NZT, unless extended. Online applications or
Application Forms returned by mail, and payment must be received by the
Share Registrar by this time.

26 October 2020 Announce results of SPP Announcement is expected to be made on the NZX and ASX.
28 October 2020 ASX Settlement Date
Settlement on the ASX.

29 October 2020 NZX Settlement Date
Settlement on the NZX.

29 October 2020 Allotment Date
Shares allotted on the NZX and ASX.

29 October 2020
Commencement of
trading on NZX

Trading of Shares allotted under the SPP is expected to commence on the
NZX.

29 October 2020 Despatch Date
Transaction confirmation despatched to participating shareholders.

30 October 2020
Commencement of
trading on ASX
Trading of Shares allotted under the SPP is expected to commence on the
ASX.

* Serko reserves the right to alter the key dates for the SPP (subject to NZX Listing Rules, ASX Listing Rules and applicable laws).
IMPORTANT INFORMATION
Page 4
CHAIRMAN'S LETTER
Page 6
QUESTIONS AND ANSWERS
Page 8
TERMS AND CONDITIONS
Page 11
GLOSSARY
Page 18
DIRECTORY
Page 20

4


IMPORTANT INFORMATION

GENERAL INFORMATION
This document has been prepared by Serko in connection with an offer of new ordinary Shares under a share purchase plan ("SPP" or
"Offer").
In New Zealand, the Offer is made to Eligible Shareholders under the exclusion in clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013 ("FMCA") and in reliance on a class waiver and ruling issued by NZX Regulation dated 30 September ("Class Waiver")
and a waiver issued by NZX Regulation in favour of Serko dated 30 September 2020 ("Serko Waiver") (together, the "NZX Waivers").
The effect of the NZX Waivers in the context of the Offer is to amend, on a temporary basis, the definition of Share Purchase Plan
under the NZX Listing Rules to permit Eligible Shareholders to subscribe for up to NZ$50,000 worth of Shares under the SPP despite
having participated in Serko’s share purchase plan conducted in October 2019.
In Australia, the Offer is made to Eligible Shareholders in accordance with the relief granted under ASIC Instrument 20-0909 ("ASIC
Instrument") and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended by the ASIC Instrument
("ASIC Relief"). The ASIC Instrument permits (among other things) Eligible Shareholders to subscribe for up to NZ$50,000 worth of
Shares under the SPP despite having participated in Serko’s share purchase plan conducted in October 2019.
This document is not a product disclosure statement or prospectus or other disclosure document for the purposes of the FMCA or
Corporations Act 2001 (Cth) or any other law, and does not contain all of the information which may be required in order to make an
informed investment decision about the Shares, the Offer or Serko.
FURTHER IMPORTANT INFORMATION
A presentation providing further important information in relation to Serko and the Offer has been published by Serko on 1 October
2020 (the "Investor Presentation"). A copy of the Investor Presentation and other important information released on 1 October 2020
are available at www.nzx.com and www.asx.com.au under the ticker code "SKO".
The Investor Presentation includes details of the rationale for the Offer. It also provides a trading update and explains in more detail
the expected impact of the Offer, including a non-exhaustive summary of certain key risks associated with Serko and the Offer.
You should read the Investor Presentation in full, as it contains important information to assist you in making an investment decision in
respect of the Offer. In particular, you should read and consider the information under the heading “Key Risks” in the Appendix of the
Investor Presentation before making an investment decision.
ADDITIONAL INFORMATION
Serko is subject to continuous disclosure obligations under the NZX Listing Rules and the ASX Listing Rules. Market releases by Serko
are available at www.nzx.com and www.asx.com.au under ticker code SKO. You are strongly cautioned not to place undue reliance on
any forward-looking statements such as indications of, and guidance on, future earnings and financial position and performance in any
market releases made by Serko, particularly in light of the current economic climate and the significant volatility, uncertainty and
disruption caused by the outbreak of COVID-19.
Serko may, during the Offer, make additional releases to NZX and ASX. Shareholders should monitor Serko's market announcements
during the period of the Offer. Subject to applicable law, no release by Serko to NZX or ASX will permit an applicant to withdraw any
previously submitted application without Serko's consent, whether or not there has been any permissible variation of the Offer.
The market price for the Shares may change between the date this Offer opens, the date you apply for Shares under the Offer, and the
date on which the Shares are allotted to you. This is particularly the case given the wide fluctuations and volatility in share prices for
many listed companies in recent times due to the continuing impacts of COVID-19. Accordingly:
• the price paid for Shares under the Offer may be higher or lower than the price at which Shares are trading on the NZX or
the ASX at the time shares are issued under the Offer;
• the market price of new Shares following allotment may be higher or lower than the Issue Price; and
• it is possible that up to or after the allotment of the new Shares, you may be able to buy Shares at a lower price than the
Issue Price.

5


OFFERING RESTRICTIONS
This document is intended for use only in connection with the Offer to Eligible Shareholders with a registered address in New Zealand
and Australia. This document does not constitute an offer or invitation in any place in which, or to any person to whom, it would not
be lawful to make such offer or invitation. No action has been taken to permit a public offering of the Shares in any jurisdiction outside
New Zealand or Australia. The distribution of this document (including an electronic version) in a jurisdiction outside New Zealand and
Australia may be restricted by law and persons who come into possession of it (including nominees, trustees or Custodians) should
seek advice on and observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities law.
Serko disclaims all liability in respect of any such contravention by any other person.
In particular, this document does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States. The
offer and sale of the Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 ("U.S. Securities Act") or the
securities laws of any state or other jurisdiction of the United States and accordingly, the Shares may not be offered, sold or otherwise
transferred, directly or indirectly, in the United States, or to any person acting for the account or benefit of a person in the United
States (to the extent such person is acting for the account or benefit of a person in the United States).
No person may subscribe for, purchase, offer, sell, distribute or deliver the Shares, or be in possession of, or distribute to any other
person, any offering material or any documents in connection with the Shares, in any jurisdiction other than in compliance with all
applicable laws and regulations. Without limiting the foregoing, this document may not be sent to or distributed in the United States.
Serko may refuse any Application received from a person Serko does not consider may participate in the SPP.
CHANGES TO THE OFFER
Subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws, Serko reserves the right to alter the dates set out in this
document. Serko reserves the right to withdraw the Offer and the issue of new Shares at any time before the Allotment Date at its
absolute discretion.
NO GUARANTEE
No person named in this document (nor any other person) guarantees the Shares to be issued pursuant to the Offer or warrants the
future performance of Serko or any return on any investment made pursuant to this document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this document does not constitute a recommendation to acquire Shares or financial product advice to you or any
other person. This document has been prepared without taking into account the investment objectives, financial, or taxation situation
or particular needs of any Applicant or investor.
Before deciding whether to invest in Shares, you must make your own assessment of the risks associated with an investment in Serko
(including the inherent uncertainties as to the impact of COVID-19 and the summary of the key risks as set out under the heading “Key
Risks” in the Appendix of the Investor Presentation), and consider whether such an investment is suitable for you having regard to
publicly available information (including the Investor Presentation), your personal circumstances and following consultation with a
financial or other professional adviser. Please read this document carefully and in full before making that decision.
PRIVACY
Any personal information you provide online or on the Application Form will be held by Serko and/or the Share Registrar at the
address set out in the Directory. This information will be used for the purposes of administering your investment in Serko. This
information will only be disclosed to third parties with your consent or if otherwise required by law. Under the Privacy Act 1993 (NZ) or
the Privacy Act 1988 (Aus) (as applicable), you have the right to access and correct any personal information held about you.
ENQUIRIES
Enquiries about the Offer can be directed to an NZX Primary Market Participant, ASX broker, or your solicitor, accountant or other
professional adviser. If you have any questions about how to apply online, the details shown on the Application Form or how to
complete the Application Form, please contact Serko’s Share Registrar (refer to page 20 for contact details).
DEFINED TERMS
Capitalised terms used in this document have the specific meaning given to them in the Glossary at the back of this document.

6


Dear Serko Shareholder

SERKO LIMITED – SHARE PURCHASE PLAN
On behalf of the board of directors of Serko Limited ("Serko"), I am pleased to provide Eligible Shareholders the opportunity to
subscribe for new ordinary shares ("Shares") in Serko through this Share Purchase Plan ("SPP"). Eligible Shareholders are all persons
who were recorded in Serko’s share register at 8:00pm NZT on 30 September 2020 as being a holder of Serko Shares and having an
address in New Zealand or Australia.
The SPP is part of Serko’s equity raising initiative announced on 1 October 2020, whereby Serko undertook a fully underwritten
NZ$47.5 million placement of Shares to institutional and other select investors at the price determined in the bookbuild of NZ$4.55 per
Share (the "Placement"). Serko is seeking to raise up to NZ$10 million under the SPP, however, Serko can elect to accept
oversubscriptions at its absolute discretion. 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.
• 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.
The board considers that it is important to offer an SPP to all eligible New Zealand and Australian shareholders of Serko to enable
them to participate in the capital raising and acquire new Serko Shares at the same price or lower than the Placement. Each Eligible
Shareholder may elect to subscribe for up to NZ$50,000 / A$46,500 of Serko Shares, in share parcels which are multiples of NZ$1,000 /
A$930, subject to scaling. This is the maximum amount currently permitted under the NZX Listing Rules, as increased by the Class
Waiver. Serko was also issued a specific waiver by NZX Regulation to enable Eligible Shareholders to subscribe for the maximum
amount of Shares under the SPP currently permitted by the Class Waiver, despite having participated in Serko's share purchase plan
conducted in October 2019. Serko has also obtained ASIC Relief to allow Australian investors to participate up to the same amount.
The price per Share under the SPP will be the lower of NZ$4.55, being the price paid by investors in Serko’s recent Placement, or the
five-day VWAP during the last five trading days prior to, and including, the SPP Closing Date. Furthermore, the SPP provides Eligible
Shareholders the opportunity to purchase additional Shares in Serko without incurring brokerage or other transaction costs.
Details of the SPP, including terms and conditions of the SPP and an explanation of how you can participate, are contained in this
document and the Application Form. All documents relating to the SPP as well as the Investor Presentation and other important
information released on 1 October 2020 are available online at www.serkoshareoffer.com. We encourage you to read these
documents carefully before you decide whether to participate. Given the present uncertainties with respect to postal timing, we
encourage all shareholders that wish to do so to apply online. Please note that if the SPP is oversubscribed, applications will be scaled
back on a proportionate basis in accordance with the number of Serko Shares held by the Applicant on the Record Date (being
8:00pm on 30 September 2020).
We also suggest that you seek financial, investment or other professional advice before making an investment decision.

7


If you wish to participate in the SPP, you must ensure that your Application Form (and, if you are a Custodian as defined in clause 4.1 of
the Terms and Conditions, your Custodian Certificate), is completed allowing sufficient time for it to be received by 5:00pm NZT on 22
October 2020. Online applications or Application Forms returned by mail must be received by Serko’s Share Registrar, Link Market
Services Limited, no later than 5:00pm NZT on 22 October 2020. Shares under the SPP are expected to be allotted on or around 29
October 2020, unless the Closing Date is extended.
On behalf of the board, please consider this opportunity and we sincerely thank you for your ongoing support of Serko.
Yours sincerely


Claudia Batten
Chairman
Serko Limited

8


QUESTIONS AND ANSWERS
DEFINED WORDS AND EXPRESSIONS USED IN
THIS SHARE PURCHASE PLAN ARE
CAPITALISED - SEE THE GLOSSARY FOR THEIR
DEFINITION. THESE QUESTIONS AND
ANSWERS ARE A SUMMARY ONLY AND YOU
SHOULD REFER TO THE TERMS AND
CONDITIONS FOR FURTHER INFORMATION.

1. WHAT IS THE SHARE PURCHASE PLAN?
The SPP allows Eligible Shareholders to purchase Shares in
Serko without incurring brokerage or other transaction costs.
You are eligible to participate in the SPP if you are a
shareholder of Serko and:
a) you were registered as a holder of fully paid Shares
at 8:00pm NZT on the Record Date, which is 30
September 2020;
b) your registered address is in New Zealand or
Australia;
c) you are not in the United States and you are not
acting for the account or benefit of a person in the
United States (or in the event that you are acting
for the account or benefit of a person in the United
States, you are not applying for, or acquiring, any
Shares for the account or benefit of that person);
and
d) you do not hold the Shares on behalf of another
person who resides outside of New Zealand or
Australia.

2. WHAT IS THE PRICE OF THE SHARES AND
HOW MANY CAN I PURCHASE?
The Issue Price will be the lower of:
• NZ$4.55, being the price paid by investors in
Serko’s recent Placement (representing a 0.9%
premium to the closing price of Serko Shares on
the NZX of NZ$4.51 on 30 September 2020); or
• the five day VWAP during the last five trading days
prior to, and including, the SPP Closing Date.
The Issue Price determined above is a New Zealand dollar
amount. If you apply for an Australian dollar amount of
Shares, Serko will convert the New Zealand dollar Issue Price
to Australian dollars at the NZ$:A$ exchange rate published
by the New Zealand Reserve Bank on its website at 7:00pm
NZT on the Closing Date. The market price of the Shares
may change between the Opening Date, the date you apply
for Shares under the SPP, and the Allotment Date. The risks
associated with this potential market fluctuation are described
in question 6 below.
Eligible Shareholders may elect to purchase parcels of Shares
in multiples of NZ$1,000 / A$930 up to a maximum of
NZ$50,000 / A$46,500, subject to scaling. If you apply for an
Australian dollar amount of Shares and the exchange rate
varies such that the dollar amount you applied for exceeds
the NZ$50,000 regulatory limit, Shares having a total issue
price equal to NZ$50,000 will be issued to you and you will be
refunded the excess cash amount.
If you wish to participate in the SPP, you should complete the
Application Form in accordance with the instructions set out
in question 7 below and elect a payment method, for the
value of the amount applied for on the Application Form. If
you are a Custodian, you will also need to complete and
lodge together with your Application Form a Custodian
Certificate. To determine whether you are a Custodian, and
how to obtain a Custodian Certificate, refer to clause 4 of the
Terms and Conditions.
Serko is inviting applications for up to NZ$10 million in
aggregate under the SPP, with the ability for Serko to accept
oversubscriptions at its absolute discretion.
Serko reserves the right to, at its absolute discretion, scale any
application for Shares under the SPP. If Serko receives
applications in excess of $10 million (plus the total amount of
oversubscriptions accepted by Serko, if any), Serko may scale
back all applications on a proportionate basis in accordance
with the number of Serko Shares held by the Applicant (or, in
the case of an application made by a Custodian, the relevant
beneficial owner(s) named in the schedule submitted with the
Application Form) on the Record Date. If your application is
scaled back by Serko, your application monies will be greater
than the value of the new Shares you will be allotted at the
Issue Price and a refund will be issued in accordance with
clause 6 of the Terms and Conditions. The board of Serko
believes this is the most equitable manner in which to deal
with applications in excess of the funds required under the
SPP.
Any fractional Shares allocated under the SPP will be rounded
down to the nearest whole number of Shares.
3. WHAT RIGHTS WILL THE SHARES HAVE?
All Shares issued under the SPP will be ordinary Shares of
Serko, ranking equally with existing Shares quoted on the
NZX and ASX with the same voting rights and other
entitlements. Specifically, Eligible Shareholders who subscribe
under the SPP will be eligible to participate in any future
dividends to be declared by Serko.
4. WHAT IF I OWN SHARES THROUGH A
TRUSTEE OR CUSTODIAN OR OWN
SHARES IN MORE THAN ONE CAPACITY?
If you own Shares through a trustee or Custodian, then
subject to certain certification requirements and other
conditions, you may instruct the trustee or Custodian to
purchase Shares on your behalf, up to the NZ$50,000 /

9


A$46,500 limit. If you own Shares through a trustee or
Custodian and also own Shares in your own name, then you
may either purchase Shares yourself or instruct your trustee
or Custodian to purchase Shares on your behalf. You may
not do both.
If you receive more than one copy of this document, or if you
hold Shares in more than one capacity (e.g. because you are
both a sole and joint holder of Shares), the maximum amount
you may apply to invest under the SPP in all capacities, and in
aggregate, is NZ$50,000 / A$46,500. You may not purchase
some Shares on your own behalf and some Shares as a joint
holder. By applying to purchase Shares under the SPP, you
represent that you have not exceeded this NZ$50,000 /
A$46,500 limit.
If you are an Eligible Shareholder and hold Shares as
Custodian, you may apply for up to NZ$50,000 / A$46,500
worth of new Shares for each beneficiary for whom you,
directly or indirectly, act as Custodian provided that you
complete, and submit, together with the Application Form, a
certificate (Custodian Certificate) certifying each of the
matters set out in clause 4.4 of the Terms and Conditions of
this SPP.

5. IS THIS OFFER TRANSFERABLE TO
ANOTHER PERSON?
No. This Offer is personal to you and non-renounceable, so if
you elect not to purchase any Shares under the SPP you may
not transfer your right to purchase Shares under the SPP to
anyone else.

6. WHAT ARE THE RISKS OF INVESTING IN
THE SPP AND WHAT IF I CHOOSE NOT TO
PARTICIPATE IN THE SPP?
The events relating to COVID-19 have recently resulted in
significant market falls and volatility in New Zealand, Australia
and overseas, including the prices of securities traded on NZX
and ASX.
The market price for the Shares may change between the
date this Offer opens, the date you apply for Shares under
the Offer, and the date on which the Shares are allotted to
you. This is particularly the case given the wide fluctuations
and volatility in share prices for many listed companies in
recent times due to the continuing impacts of COVID-19.
Accordingly:
• the price paid for Shares under the Offer may be
higher or lower than the price at which Shares are
trading on the NZX or the ASX at the time shares
are issued under the Offer;
• the market price of new Shares following allotment
may be higher or lower than the Issue Price; and
• it is possible that up to or after the allotment of the
new Shares, you may be able to buy Shares at a
lower price than the Issue Price.
The Share price is quoted on the NZX website: www.nzx.com
and ASX website: www.asx.com.au under the ticker code
"SKO".
Eligible Shareholders may choose to subscribe for up to
NZ$50,000 / A$46,500 of Shares pursuant to the SPP, subject
to any scaling. While Serko has attempted to make the Offer
as fair as possible for Eligible Shareholders by providing for
the individual application cap to be NZ$50,000 / A$46,500 of
Shares (as modified by the NZX Waivers and the ASIC Relief),
and by providing that any scaling will be in reference to
individual shareholdings at 8:00pm NZT on the Record Date,
the Offer is not in accordance with your proportionate
shareholding. Even if you participate in the Offer, your
shareholding in Serko may change. Large shareholders may
not be able to obtain sufficient Shares to maintain their
percentage shareholding, while smaller shareholders may be
able to increase their percentage shareholding. If you do not
subscribe for any Shares under the SPP, and other
shareholders do subscribe for Shares, then your percentage
shareholding in Serko will be reduced.
You should:
a) seek your own financial advice in relation to this
Offer and your participation under the Offer; and
b) read the Investor Presentation in full, as it contains
important information to assist you in making an
investment decision in respect of the Offer. In
particular, you should read and consider the
information under the heading “Key Risks” in the
Appendix of the Investor Presentation before
making an investment decision.
7. HOW DO I APPLY FOR SHARES UNDER THE
SPP?
If you wish to participate in the SPP, you can do so online at
www.serkoshareoffer.com. Alternatively, please follow the
step-by-step instructions set out on the reverse of the
enclosed personalised Application Form. If you are not
applying online, return your completed Application Form
(and, if applicable, your Custodian Certificate) with your
payment to the Share Registrar so that it is received by
5:00pm NZT on the Closing Date (22 October 2020). Please
allow adequate time for mail deliveries to be received.
Applications received after the 5:00pm NZX on the Closing
Date may not be accepted. Online applications are
encouraged.
By applying to purchase Shares under the SPP, you represent
that you have not exceeded the NZ$50,000 / A$46,500 limit.
If the exact amount of money is not tendered, Serko reserves
the right not to accept all or part of your payment. In those
circumstances, Serko will return your Application Form (and, if

10


applicable, your Custodian Certificate) and refund all or part
of your payment without interest.
If an Application Form is rejected, all of the amounts paid will
be refunded to the relevant Applicant. If applications are
scaled back, the Applicant will receive the number of Shares
at the Issue Price accepted by Serko following scaling and a
refund of the balance of the relevant payment amount. All
refunds will be made without interest. Refunds will be issued
within five business days following the Allotment Date (see
clause 6 of the Terms and Conditions for more information).
You will not be able to withdraw or revoke your Application
Form once you have sent it in.

8. HOW LONG IS THE SPP OPEN AND WHEN
WILL I RECEIVE MY SHARES?
The SPP opens on 7 October 2020 and is expected to close at
5:00pm NZT on 22 October 2020, unless extended. If you
want to participate you should ensure your application and
payment is received by 5:00pm on the Closing Date (22
October 2020). If you are returning your Application Form by
mail, please allow adequate time for mail deliveries to be
received. Applications received after this time may not be
accepted. Online applications are encouraged.
You will receive Shares issued to you under the SPP on the
Allotment Date, which is currently expected to be on or
around 29 October 2020. Confirmation of the number of
Shares issued to you under the SPP will be sent on the
Despatch Date, currently expected to be on or around 29
October 2020.

11


TERMS AND CONDITIONS
IF YOU APPLY TO PARTICIPATE IN THE SPP BY COMPLETING THE APPLICATION FORM (AND, IF
APPLICABLE, A CUSTODIAN CERTIFICATE), ONLINE OR BY MAIL, YOU ARE ACCEPTING THE RISK THAT
THE MARKET PRICE OF SHARES MAY CHANGE BETWEEN THE OPENING DATE, THE DATE YOU APPLY
FOR SHARES UNDER THE SPP, AND THE ALLOTMENT DATE. THIS MEANS THAT IT IS POSSIBLE THAT
UP TO OR AFTER THE ALLOTMENT DATE, YOU MAY BE ABLE TO BUY SHARES ON THE NZX OR THE
ASX AT A LOWER PRICE THAN THE ISSUE PRICE.
WE ENCOURAGE YOU TO SEEK YOUR OWN FINANCIAL ADVICE REGARDING YOUR PARTICIPATION IN THE SPP.

1. OFFER TIMETABLE
Record Date:
Eligible Shareholders registered at 8:00pm NZT on 30 September 2020 may participate in the
SPP.
Opening Date: The Offer opens on 7 October 2020. This document is mailed to Eligible Shareholders on 7
October 2020.
Closing Date: The Offer closes at 5:00pm NZT on 22 October 2020, unless extended. Online applications or
Application Forms returned by mail, and payment in accordance with the instructions provided
must be received by the Share Registrar by this time. Application Forms may, at Serko’s
option, not be processed or held to be valid if they have not been received by this time.
Announcement of SPP Results
Date:
The completion, Issue Price and results of the SPP will be announced on the NZX and ASX on
26 October 2020.
ASX Settlement Date: Settlement on the ASX on 28 October 2020.
NZX Settlement Date: Settlement on the NZX on 29 October 2020.
Allotment Date: The Shares are proposed to be allotted on or around 29 October 2020, unless the Closing
Date is extended.
NZX Commencement of
trading:
Serko expects the Shares allotted under the SPP will commence trading on the NZX on
the Allotment Date.
Despatch Date: Serko expects that a transaction confirmation will be despatched to you on or around 29
October 2020.
ASX Commencement of trading: Serko expects the Shares allotted under the SPP will commence trading on the ASX on 30
October 2020.

2. ELIGIBLE SHAREHOLDERS
2.1. You may participate in the SPP if you are an Eligible Shareholder. You are not eligible to participate in the SPP if you are in the
United States or are acting for the account or benefit of a person in the United States. If you are acting for the account or
benefit of a person in the United States, you are not permitted to apply for or acquire Shares for, or for the account or benefit
of, that person. Joint holders of Shares are taken to be a single registered holder of Shares for the purposes of determining
whether they are an Eligible Shareholder and the certification on the Application Form is taken to have been given by all of
them.
2.2. If you are an Eligible Shareholder, your rights under this Offer are personal to you and non-renounceable, so you may not
transfer them.
2.3. Serko accepts no liability where an Eligible Shareholder does not receive an Application Form, or does not receive the
Application Form in time.

12



3. ISSUE PRICE AND NUMBER OF SHARES
3.1. The Issue Price for Shares under the SPP is the lower of:
(a) NZ$4.55, being the price payable by investors in Serko’s recent Placement (representing a 0.9% premium to the closing
price of Serko Shares on NZX of NZ$4.51 on 30 September 2020); or
(b) the five day VWAP during the last five trading days prior to, and including, the SPP Closing Date.
3.2. Eligible Shareholders may elect to purchase parcels of Shares in multiples of NZ$1,000 / A$930 up to a maximum of
NZ$50,000 / A$46,500, subject to scaling, by filling in the appropriate box on the Application Form. Any fractional Shares
allocated under the SPP will be rounded down to the nearest whole number of Shares.
3.3. The Issue Price is a New Zealand dollar amount. If you apply for an Australian dollar amount of Shares, Serko will first convert
the Australian application amount to New Zealand dollars to determine the application amount is within the NZ$50,000 cap at
the A$:NZ$ exchange rate published by the New Zealand Reserve Bank on its website at 7:00pm NZT on the Closing Date.
Serko will then convert the New Zealand dollar Issue Price to Australian dollars at the NZ$:A$ exchange rate published by the
New Zealand Reserve Bank on its website at 7:00pm NZT on the Closing Date. The market price of the Shares may change
between the Opening Date, the date you apply for Shares under the SPP, and the Allotment Date.
3.4. If you apply for an Australian dollar amount of Shares and the exchange rate varies such that the dollar amount you applied
for exceeds the NZ$50,000 regulatory limit, Shares having a total issue price equal to NZ$50,000 (rounded to the nearest
whole share) will be issued to you and you will be refunded the excess cash amount.
3.5. Eligible Shareholders may only make a single application for Shares under the SPP. This applies to all Eligible Shareholders,
including those who receive more than one offer under the SPP (for example, because they hold Shares in more than one
capacity) and including whether the Eligible Shareholder is applying through a Custodian or on his or her own behalf.
Accordingly, if you own Shares through a trustee or Custodian and also own Shares in your own name, then you may either
purchase Shares yourself or instruct your trustee or Custodian to purchase Shares on your behalf. You may not do both.
3.6. Serko is inviting applications for up to NZ$10 million in aggregate under the SPP, with discretion for Serko to accept
oversubscriptions at its absolute discretion. If Serko receives applications in excess of NZ$10 million (plus the total amount of
oversubscriptions accepted by Serko, if any), Serko reserves the right to scale back all applications on a proportionate basis in
accordance with the number of Serko Shares held by the Applicant (or, in the case of an application made by a Custodian, the
relevant beneficial owner(s) named in the schedule submitted with the Application Form) on the Record Date. The board of
Serko believes this is the most equitable manner in which to deal with applications in excess of the funds required under the
SPP.
3.7. To the maximum extent permitted by law, Serko, the Joint Arrangers, the Joint Bookrunners and Underwriters and each of
their respective related bodies corporate and affiliates, and each of their respective directors, officers, partners, employees,
representatives and agents, disclaim all liability, including for negligence, for any failure to obtain any particular exchange rate,
or any movements in exchange rates, if exchanging the New Zealand Issue Price of Shares into Australian dollars. The Joint
Arrangers, the Joint Lead Bookrunners and Underwriters and Serko reserve the right to allocate entitlements to Shares under
the SPP at their discretion.

4. CUSTODIANS
4.1. Under the SPP, a Custodian is any Eligible Shareholder:
(a) in the case of any Eligible Shareholder having a registered address in New Zealand, that:
(i) is a trustee corporation or a nominee company and holds Shares in Serko by reason only of acting for another person
in the ordinary course of business of that trustee corporation or nominee company; or
(ii) holds Shares in Serko by reason only of being a bare trustee of a trust to which the Shares are subject.
(b) in the case of any Eligible Shareholder having a registered address in Australia, provides a custodial or depository service
in relation to shares of Serko and who:
(i) holds an Australian financial services licence covering the provision of a custodial or depository service;
(ii) is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or
depository service;
(iii) holds an Australian financial services licence covering the operation of an IDPS (as defined in ASIC Class Order
CO/13/763) or is a responsible entity of an IDPS-like scheme (as defined in ASIC Class Order CO 13/762);
(iv) is a trustee of a self-managed superannuation fund or a superannuation master trust; or
(v) is a registered holder of Shares and is noted on the register of members of Serko as holding the Shares on account of
another person.
4.2. Custodians may apply to purchase Shares for an amount greater than NZ$50,000/ A$46,500, provided that the Custodian only
applies for no more Shares than collectively have an aggregate application price of NZ$50,000/ A$46,500 for each beneficial
owner for whom the Custodian acts as a Custodian. Each beneficial owner may only direct the Custodian to apply on behalf
of that beneficial owner for a single share parcel.

13


4.3. Custodians must confirm to Serko that they are holding Shares as a Custodian for one or more beneficial owners and certify
the matters described in clause 4.4 below by providing a Custodian Certificate together with the Custodian’s Application Form.
To request a Custodian Certificate, or if you would like further information on how to apply for Shares as a Custodian, you
should contact Serko’s Share Registrar, Link Market Services Limited, at any time from 8:30am to 5:00pm NZT (Monday to
Friday) prior to the Closing Date on 22 October 2020.
4.4. If a Custodian applies to purchase Shares on behalf of one or more beneficial owners, the Custodian must certify to Serko in
writing the following matters in the form and manner set out in the Custodian Certificate (available on request from the Share
Registrar):
(a) that the Custodian held Shares on behalf of:
(i) one or more other persons that are not Custodians; and /or
(ii) another Custodian (Downstream Custodian) that holds beneficial interests in Shares on behalf of one or more other
persons to which those interests relate, on 30 September 2020 at 8:00pm NZT (each, a Participating Beneficiary) who
have subsequently instructed the Custodian, and/or the Downstream Custodian, to apply for Shares under the SPP on
their behalf;
(b) the number of Participating Beneficiaries and their names and addresses;
(c) the number of Shares that the Custodian holds on behalf of each Participating Beneficiary;
(d) the dollar amount of Shares that each Participating Beneficiary has instructed the Custodian, either directly or indirectly
through a Downstream Custodian, to apply for on their behalf;
(e) that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds
NZ$50,000 / A$46,500:
(i) the application price for new Shares applied for on their behalf under the SPP; and
(ii) the application price for any other Shares issued to the Custodian (as a result of an instruction given to the Custodian
or a Downstream Custodian) for that Participating Beneficiary under any arrangement similar to the SPP in the 12
months prior to the application for new Shares under the SPP (other than under Serko’s share purchase plan
conducted in October 2019, which is to be disregarded in accordance with the terms of the ASIC Instrument and the
Serko Waiver);
(f) that a copy of this document was given to each Participating Beneficiary;
(g) where the Custodian holds Shares on behalf of a Participating Beneficiary indirectly, through one or more Downstream
Custodians, the name and address of each Downstream Custodian; and
(h) that the beneficial owner on whose behalf the Custodian is submitting an Application Form is not making an application as
an Eligible Shareholder for Shares under the SPP, and no other Custodian is submitting an Application Form under the
SPP for that beneficial owner.
4.5. Custodians are not permitted to participate in the SPP on behalf of, and must not distribute this document or any documents
(including the Application Form) relating to this SPP to, any person in the United States. In the event that a Custodian is acting
for the account or benefit of a person in the United States, it is not permitted to participate in respect of that person.

14


5. COMPLETING THE APPLICATION FORM AND PAYING FOR SHARES
5.1. If you wish to participate in the SPP, you must complete the online Application Form at www.serkoshareoffer.com and make
payment in accordance with the instructions provided. Alternatively, complete and return by mail a printed Application Form
together with payment in accordance with the instructions set out in the Application Form. If you are a Custodian, you must
also complete a Custodian Certificate which may be obtained from Serko’s Share Registrar, Link Market Services Limited, as
noted in clause 4.4 above.
5.2. Eligible Shareholders should make payment for the value of the amount applied for on the Application Form.
5.3. To be valid, your application (and, if applicable, Custodian Certificates) and payment must be received by Link Market Services
Limited by 5:00pm NZT on 22 October 2020. Application Forms (and, if applicable, Custodian Certificates) or payment
received after that date will only be accepted at Serko’s discretion. Application Forms (and, if applicable Custodian
Certificates) should be returned in the following manners:

BY EMAIL: applications@linkmarketservices.co.nz
(Please use “Serko SPP” as the subject of the email)
Direct debit application only

BY FAX: +64 9 375 5990
Direct debit application only

BY HAND: Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street Auckland

or

Link Market Services Limited
Level 12, 680 George Street
Sydney
Australia

BY MAIL: Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

or

Link Market Services Limited
Locked Bag A14
Sydney South
NSW 1235
Australia

15



6. SERKO’S DISCRETION TO ACCEPT, REJECT OR SCALE BACK APPLICATIONS
6.1. Serko has discretion to accept or reject your Application Form to purchase Shares under the SPP, including (without limitation)
if:
(a) your Application Form or Custodian Certificate (if applicable) is incorrectly completed or incomplete or otherwise
determined by Serko to be invalid;
(b) your payment is dishonoured or has not been completed correctly;
(c) the cheque that you enclose with your Application Form (and, if applicable, Custodian Certificate) is not denominated in
New Zealand dollars or Australian dollars, for the amount you have applied for on the Application Form;
(d) it appears that you are applying to buy more than NZ$50,000 / A$46,500 (in aggregate) of Shares (except if you are a
Custodian applying on behalf of more than one beneficial owners in accordance with clause 4.2);
(e) your Application Form, Custodian Certificate (if applicable) or payment is received after the Closing Date. While Serko has
discretion to accept late Application Forms, Custodian Certificates (if applicable) and payments, there is no assurance that
it will do so. Late Application Forms, Custodian Certificates (if applicable) and payments, if not processed, will be returned
to you at your registered address. No interest will be paid on any application money returned to you;
(f) Serko believes that you are not an Eligible Shareholder or Custodian; or
(g) Serko considers that your application does not comply with these Terms and Conditions.
6.2. Serko reserves the right to scale back at its absolute discretion any application for Shares under the SPP. If Serko receives
applications in excess of NZ$10 million (plus the total amount of oversubscriptions accepted by Serko, if any), Serko may scale
back all applications on a proportionate basis in accordance with the number of Serko Shares held by the Applicant (or, in the
case of an application made by a Custodian, the relevant beneficial owner(s) named in the schedule submitted with the
Application Form) on the Record Date. The board of Serko believes this is the most equitable manner in which to deal with
applications in excess of the funds required under the SPP.
6.3. If an application is rejected, all of the relevant amounts will be refunded to the Applicant. If applications are scaled back, the
Applicant will receive the number of Shares at the Issue Price in respect of which the application is accepted and a refund of
the balance of the relevant application payment. All refunds will be made without interest.
6.4. Refunds will either be made by direct credit to the bank account held by Serko’s Share Registrar, Link Market Services Limited,
or by a cheque payable to the relevant Applicant in their name(s), which will be posted to the address set out in the
Application Form. Refunds will be issued within five business days following the Allotment Date.

7. SIGNIFICANCE OF SENDING IN AN APPLICATION / REPRESENTATIONS, WARRANTIES AND AGREEMENTS
7.1. If you apply to participate in the SPP by completing and returning the Application Form either by mail or online (and, if
applicable a Custodian Certificate), you will be deemed to make the following representations, warranties and agreements:
(a) you have received, read and understood this document (including the "Important Information" section) and the Investor
Presentation (including the information under the heading “Key Risks” in the Appendix of the Investor Presentation) in their
entirety;
(b) your application, on these Terms and Conditions, will be irrevocable and unconditional (i.e. it cannot be withdrawn);
(c) you certify to Serko that you are an Eligible Shareholder entitled to apply for Shares under these Terms and Conditions;
(d) you agree to be bound by the Constitution of Serko;
(e) you certify that your acceptance of the Offer will not be, or cause, a breach of any law in any jurisdiction;
(f) you certify to Serko that you are not applying for Shares under the SPP with an application price in excess of NZ$50,000/
A$46,500, even though you may have received more than one offer under the SPP or received offers in more than one
capacity under the SPP;
(g) without limiting Serko's discretion to accept or reject applications in clause 6 above, you authorise Serko (and its officers or
agents) to correct any error in, or omission from, your Application Form (and, if applicable, your Custodian Certificate) and
to complete the Application Form (and, if applicable, the Custodian Certificate) by the insertion of any missing details;
(h) you acknowledge that Serko may at any time irrevocably determine that your Application Form (and, if applicable, your
Custodian Certificate) is valid, in accordance with these Terms and Conditions, even if the Application Form (or, as
applicable, your Custodian Certificate) is incomplete, contains errors or is otherwise defective;
(i) you accept the risk associated with any refund that may be despatched to you by cheque to your address shown on
Serko’s share register;
(j) you agree to indemnify Serko for, and to pay to Serko within five business days of demand, any dishonour fees or other
costs Serko may incur in presenting a cheque for payment which is dishonoured;
(k) you acknowledge that none of Serko, its advisers or agents has provided you with investment advice or financial product
advice, and that none of them has an obligation to provide advice concerning your decision to apply for and purchase
Shares under the SPP;

16


(l) you acknowledge the risk that the market price for the Shares may change between the Opening Date, the date you apply
for Shares under the SPP, and the Allotment Date. This is particularly the case given the wide fluctuations and volatility in
the share prices for many listed companies in recent times due to the continuing impacts of COVID-19. Accordingly, you
acknowledge that:
(i) the price paid for Shares may be higher or lower than the price at which Shares are trading on the NZX or the ASX at
the time Shares are issued under the Offer;
(ii) the market price of Shares following allotment may be higher or lower than the Issue Price;
(iii) it is possible that up to or after the Allotment Date, you may be able to buy Shares at a lower price than the Issue
Price; and
(iv) a change in the market price of Shares prior to the Issue Price being determined may affect the Issue Price;
(m) you acknowledge that Serko is not liable for any exercise of its discretions referred to in these Terms and Conditions;
(n) you are not in the United States and are not acting for the account or benefit of a person in the United States (or in the
event that you are acting for the account or benefit of a person in the United States, you are not applying for, or
acquiring, any Shares for the account or benefit of that person);
(o) you understand and acknowledge that the 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 accordingly, the Shares may not be
offered, sold or otherwise transferred, directly or indirectly, in the United States, or to any person acting for the account or
benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the
United States);
(p) you have not, and will not, send this document or any materials relating to the SPP to any person in the United States;
(q) if in the future you decide to sell or otherwise transfer the Shares, you will only do so in regular way for transactions on the
NZX or the ASX where neither you nor any person acting on your behalf know, or have reason to know, that the sale has
been pre-arranged with, or that the purchaser is, a person in the United States;
(r) if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are applying for and
acquiring Shares is resident in New Zealand or Australia and is not in the United States; and
(s) you irrevocably and unconditionally agree to these Terms and Conditions and agree not to do any act or thing which
would be contrary to the spirit, intention or purpose of the SPP.
7.2. If a Custodian applies to purchase Shares under the SPP for a beneficial owner pursuant to clause 4.2:
(a) the certification referred to in clause 7.1(f) will be taken to be given by the beneficial owner on whose behalf the Custodian
is applying to purchase Shares; and
(b) in addition to the matters referred to in clause 7.1, the Custodian also certifies each of the matters set out in the Custodian
Certificate.

8. THE SHARES
8.1. Shares issued under the SPP will rank equally in all respects with, and have the same voting rights, dividend rights and other
entitlements as, existing Shares quoted on the NZX and ASX. The Shares to be issued under the SPP have been accepted for
quotation on the NZX and ASX and it is expected that the Shares will be quoted upon completion of the allotment
procedures. However, neither NZX Limited nor ASX Limited accepts any responsibility for any statement in this document.
8.2. The issue of new Shares under the SPP up to a maximum value of NZ$50,000 per Eligible Shareholder (or per beneficial
owner, in the case of holdings held by Custodians) in New Zealand, is being undertaken pursuant to NZX Listing Rule 4.3.1
(Share Purchase Plan) as modified by the NZX Waivers, which, among other things, increased the maximum consideration
payable for equity securities in an SPP to NZ$50,000 per registered holder.
8.3. The issue of new Shares under the SPP up to a maximum value of NZ$50,000 per Eligible Shareholder (or per beneficial
owner, in the case of holdings by Custodians) in Australia, is being undertaken pursuant to ASIC Corporations (Share and
Interest Purchase Plans) Instrument 2019/547 as amended by ASIC Instrument 20-0909, which among other things increased
the maximum consideration payable for equity securities in the SPP to NZ$50,000 per registered holder.

9. FINANCIAL STATEMENTS
9.1. You may obtain free of charge the most recent annual report and financial statements of Serko by contacting Serko's Share
Registrar, Link Market Services, or you may download the reports from the Serko website: http://www.serko.com/investors.

10. AMENDMENTS TO THE SPP AND WAIVER OF COMPLIANCE
10.1. Notwithstanding any other term or condition of the SPP and/or the Application Form, Serko may, at its discretion:

17


(a) make non-material modifications to the SPP or these Terms and Conditions without notice (in which case applications for
Shares under the SPP will remain binding on all Applicants notwithstanding such modification and irrespective of whether
an Application Form was received by Link Market Services Limited, before or after such modification is made); and/or
(b) suspend or terminate the SPP at any time prior to the issue of the Shares under the SPP. If the SPP is terminated,
application monies will be refunded to Applicants without interest.
10.2. Serko reserves the right to waive compliance with any provision of these Terms and Conditions (either generally, or in
respect of a particular Applicant or Applicants).

11. GOVERNING LAW
11.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand.

12. DISPUTES
12.1. If any dispute arises in connection with the SPP, Serko may settle it in any manner it thinks fit. It may do so generally or in
relation to any particular participant, application or Share. Serko’s decision will be final and binding.

13. INCONSISTENCY
13.1. Unless otherwise determined by the directors of Serko, in the event of any inconsistency between the Terms and Conditions of
the SPP and Serko’s constitution, Serko’s constitution shall prevail.

18


GLOSSARY

Allotment Date On or around 29 October 2020, unless the Closing Date is extended.
Applicant An applicant for Shares in the SPP.
Application Form The personalised application form relating to the SPP that you received with this document,
including the instructions on the reverse of the form.
ASIC Instrument ASIC Instrument 20-0909.
ASIC Relief Relief granted under the ASIC Instrument and ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 as amended by the ASIC Instrument
ASX ASX Limited or the main board financial product market it operates (as the context requires).
ASX Listing Rules The listing rules from time to time of the ASX.
ASX Settlement Date 28 October 2020.
Class Waiver The NZXR Regulation issued Class Waiver and Ruling in relation to Section 4 of the NZX Listing
Rules dated 30 September 2020.
Closing Date 5:00pm NZT on 22 October 2020, unless extended.
Custodian See clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian Certificate The certificate that must be submitted by an Applicant that is a Custodian together with that
Applicant’s Application Form (available on request from the Share Registrar).
Despatch Date On or around 29 October 2020, unless extended.
Downstream Custodian See clause 4.4 of the Terms and Conditions for the definition of “Downstream Custodian”.
Eligible Shareholder A person who, at 8:00pm NZT on the Record Date, was recorded in Serko’s share register as
being a registered holder of Shares and having an address in New Zealand or Australia. A
person who holds Shares on behalf of another person who resides outside New Zealand or
Australia is not an Eligible Shareholder. In particular, a person is not eligible to participate in the
SPP if it is in the United States or is acting for the account or benefit of a person in the United
States.
FMCA Financial Markets Conduct Act 2013.
Investor Presentation A presentation providing further important information in relation to Serko and the Offer
published by Serko on 1 October 2020 and available at available at www.nzx.com and
www.asx.com.au under the ticker code "SKO".
Issue Price The price at which the Shares will be issued pursuant to the SPP, being the lower of the price
paid by investors in Serko's recently Placement (NZ$4.55) or the five day VWAP during the last
five trading days prior to, and including, the SPP Closing Date.
Joint Arrangers Craigs Investment Partners Limited and Cameron Partners Limited.
Joint Bookrunners and
Underwriters
Craigs Investment Partners Limited and Ord Minnett Limited.

19


NZX NZX Limited or the main board financial product market it operates (as the context requires).
NZX Waivers The Class Waiver and the Serko Waiver.
NZX Listing Rules The listing rules from time to time of the NZX.
NZX Settlement Date 29 October 2020.
Opening Date 7 October 2020.
Participating Beneficiary See clause 4.4 of the Terms and Conditions for the definition of “Participating Beneficiary”.
Placement The placement of Shares announced to NZX on 1 October 2020.
Record Date 8:00pm NZT on 30 September 2020.
Shares Ordinary shares of Serko Limited.
Share Registrar Serko’s share registrar, Link Market Services Limited.
SPP or Offer The Share Purchase Plan detailed in this document.
Serko Serko Limited, a company listed on the NZX and ASX.
Serko Waiver The waiver issued by NZX Regulation in favour of Serko in relation to limb (a) of the definition of
"Share Purchase Plan" under the NZX Listing Rules dated 30 September 2020.
Terms and Conditions The terms and conditions of the SPP detailed in this document.
U.S. Securities Act The U.S. Securities Act of 1933.
VWAP The volume weighted average price of Shares traded on the NZX.

20


DIRECTORY

Serko is a company incorporated with limited liability under the New Zealand Companies Act 1993
New Zealand Companies Office registration number 1927488
Australian Registered Body Number (ARBN) 611 613 980
For investor relations queries contact: InvestorRelations@serko.com


REGISTERED OFFICE
Serko Limited c/- Sly & Russell Legal
Saatchi Building, Unit 14D Nominees Pty Limited
125 The Strand Level 18
Parnell 225 George Street
Auckland Sydney 2000
New Zealand NSW, Australia
+64 9 309 4754


PRINCIPAL ADMINISTRATION OFFICE
Serko Limited Serko Limited
Saatchi Building, Unit 14D Level 8
125 The Strand 75 Elizabeth Street
Parnell Sydney 2000
Auckland NSW, Australia
New Zealand +61 2 9435 0380
+64 9 309 4754

SHARE REGISTRAR
Link Market Services Limited Link Market Services Limited
Level 11, Deloitte House Level 12
80 Queen Street 680 George Street
Auckland 1010 Sydney 2000
New Zealand NSW, Australia
+64 9 375 5998 +61 1300 554 474
serko@linkmarketservices.co.nz


LEGAL ADVISERS
Russell McVeagh Herbert Smith Freehills
Vero Centre, Shortland Street 101 Collins Street
Auckland 1010 Melbourne, VIC 3000
New Zealand Australia
+64 9 367 8000 +64 3 9288 1234



FINANCIAL ADVISERS
Craigs Investment Partners Limited Cameron Partners Limited
Level 32 171 Featherston Street
Vero Centre Wellington, 6011
48 Shortland Street New Zealand
Auckland
New Zealand