SPH Notice – Robert Shaw

1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Serko Limited (Serko)
Relevant event being disclosed: change in the nature of the relevant interest
Date of relevant event: 13 November 2020
Date this disclosure made: 16 November 2020
Date last disclosure made: 5 October 2020
Substantial product holder(s) giving disclosure
Full name(s): Robert Shaw
Summary of substantial holding
Class of quoted voting products: ordinary shares in Serko (Shares)
Summary for Robert Shaw
For this disclosure,—
(a) total number held in class: 12,943,426
(b) total in class: 107,599,942
(c) total percentage held in class: 12.029%
For last disclosure,—
(a) total number held in class: 12,943,426
(b) total in class: 92,764,783
(c) total percentage held in class: 13.953%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 13 November 2020,
Robert Shaw and Sarah Smith entered into an agreement in principle (the Heads of
Agreement) to seek orders from the Court to settle 2,884,296 Shares (the Settlement
Shares) on a trust for the benefit of Sarah Smith and their children pursuant to a power
Robert Shaw and Michael Moore hold as trustees of the Ripon Trust. The Settlement
Shares are currently held by Robert Shaw and Michael Moore, as trustees of the Ripon
Trust (who together hold 12,884,296 Shares). Accordingly, a qualification arises on Robert
Shaw’s power to dispose of the Settlement Shares under the Heads of Agreement. A copy
of the Heads of Agreement is attached to this disclosure (2 pages).

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Details after relevant event
Details for Robert Shaw
Nature of relevant interest(s): Robert Shaw as trustee of the Ripon Trust (together with
the other trustee, Michael Moore) is the registered holder and beneficial owner of the Ripon
Trust Shares, and has the power (together with the other trustee) to exercise a right to
vote attached to, and to dispose of, the Ripon Trust Shares, subject to the qualification
arising on Robert Shaw’s power to dispose of the Settlement Shares under the Heads of
Agreement (described above).
For that relevant interest,—
(a) number held in class: 12,884,296
(b) percentage held in class: 11.974%
(c) current registered holder(s): Robert Shaw and Michael Moore as trustees of the
Ripon Trust (no change since previous disclosure)
(d) registered holder(s) once transfers are registered: N/A
Nature of relevant interest(s): Robert Shaw has a beneficial interest in 24,921 Shares,
with restrictive conditions, issued under the Serko Limited Restricted Employee Share
Scheme, held on trust until vesting (the Scheme Shares). The Scheme Shares are
subject to a deed restricting exercise of voting rights attached to the Scheme Shares. A
copy of that deed was attached to the disclosure made on 13 August 2018.

For that relevant interest,—
(a) number held in class: 24,921
(b) percentage held in class: 0.023%
(c) current registered holder(s): Serko Trustee Limited (no change since previous
disclosure)
(d) registered holder(s) once transfers are registered: N/A
Nature of relevant interest(s): Robert Shaw is the registered holder and beneficial
owner of 34,209 Shares (the RS Shares). The RS Shares are subject to a deed restricting
the exercise of voting rights attached to the RS Shares. A copy of that deed was attached
to the disclosure made on 13 August 2018.

For that relevant interest,—
(a) number held in class: 34,209
(b) percentage held in class: 0.032%
(c) current registered holder(s): Robert Shaw (no change since previous disclosure)
(d) registered holder(s) once transfers are registered: N/A
Additional information
Address(es) of substantial product holder(s): PO Box 47-638, Ponsonby, Auckland

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Contact details: +64 9 309 4754, bob.shaw@serko.com
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: none.
Certification
I, Robert Shaw, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.