Correction: SPH Notice – Darrin Grafton

Corrected: SPH Notice – Darrin Grafton

This notice replaces the substantial product holder notice released by Darrin Grafton on 3 December
2020 which did not have the Long Term Incentive Scheme Deed attached and contained minor errors
in the “total number held in class” and “total percentage held in class” on page 1 of that notice.

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Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Serko Limited (Serko)
Relevant event being disclosed: change in the nature of the relevant interest and
movement of 1% or more in substantial holding
Date of relevant event: 3 December 2020
Date this disclosure made: 3 December 2020
Date last disclosure made: 8 July 2020
Substantial product holder(s) giving disclosure
Full name(s): Darrin Grafton
Summary of substantial holding
Class of quoted voting products: ordinary shares in Serko (Shares)
Summary for Darrin Grafton
For this disclosure,—
(a) total number held in class: 12,238,745
(b) total in class: 107,818,438
(c) total percentage held in class: 11.352%
For last disclosure,—
(a) total number held in class: 12,232,868
(b) total in class: 92,751,719
(c) total percentage held in class: 13.189%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
1. Change in nature of relevant interest: Pursuant to the terms of an Escrow Deed
entered into on 24 October 2019 between Serko and Darrin Grafton (along with certain
entities associated with him, including the Grafton-Howe No.2 Family Trust and Donna
Bailey) (the Escrow Deed), 12,232,868 Shares held by Darrin Grafton (along with certain
entities associated with him) (the Escrowed Shares) were subject to a 12 month
contractual lock-up on sale or disposition (the Lock-up Period). In accordance with the
terms of the Escrow Deed, on 30 October 2020 the Lock-up Period ended and the
Escrowed Shares ceased to be subject to the Escrow Deed.

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2. Movement of 1% or more in substantial holding: On 22 May 2020, Darrin Grafton
was allotted 5,082 Restricted Share Units (DG RSUs) pursuant to the Serko 2019 Long
Term Incentive Scheme (2019 Long Term Incentive Scheme). On 3 December 2020,
the DG RSUs vested in accordance with the terms of the 2019 Long Term Incentive
Scheme and one Share was issued to Darrin Grafton for each DG RSU.
On 22 May 2020, Donna Bailey was allotted 795 Restricted Share Units (DB RSUs)
pursuant to the 2019 Long Term Incentive Scheme. On 3 December 2020, the DB RSUs
vested in accordance with the terms of the 2019 Long Term Incentive Scheme and one
Share was issued to Donna Bailey for each DB RSU.
The Shares issued to Darrin Grafton and to Donna Bailey upon vesting and exercise of the
DG RSUs and DB RSUs respectively are subject to a deed restricting exercise of voting
rights (the Long Term Incentive Scheme Deed). A copy of the Long Term Incentive
Scheme Deed is attached to this disclosure (7 pages).
Details after relevant event
Details for Darrin Grafton
1. Nature of relevant interest(s): Darrin Grafton as trustee of the Grafton-Howe No.2
Family Trust (together with the other trustee Geoffrey Hosking) is the registered holder of
10,867,629 Shares (the Grafton-Howe Trust Shares), and has the power to exercise a
right to vote attached to, and to dispose of or control the disposal of, the Grafton-Howe
Trust Shares.
For that relevant interest,—
(a) number held in class: 10,867,629
(b) percentage held in class: 10.080%
(c) current registered holder(s): Darrin Grafton and Geoffrey Hosking as trustees of the
Grafton-Howe No.2 Family Trust (no change since last disclosure)
(d) registered holder(s) once transfers are registered: N/A
2. Nature of relevant interest(s): Darrin Grafton has a beneficial interest in 43,252
Shares, with restrictive conditions, issued under the Serko Limited Employee Restricted
Share Scheme (the Scheme), held on trust until vesting. These Shares are subject to a
deed restricting exercise of voting rights (the “Restricted Share Plan Deed”), a copy of
which was attached to the disclosure made on 22 December 2015.
For that relevant interest,—
(a) number held in class: 43,252
(b) percentage held in class: 0.040%
(c) current registered holder(s): Serko Trustee Limited (no change since last disclosure)
(d) registered holder(s) once transfers are registered: N/A

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3. Nature of relevant interest(s): Registered holder and beneficial owner of 93,972
Shares, subject to the Restricted Share Plan Deed.
For that relevant interest,—
(a) number held in class: 93,972
(b) percentage held in class: 0.087%
(c) current registered holder(s): Darrin Grafton (no change since last disclosure)
(d) registered holder(s) once transfers are registered: N/A
4. Nature of relevant interest(s): Registered holder and beneficial owner of 5,082
Shares, subject to the Long Term Incentive Scheme Deed.
For that relevant interest,—
(a) number held in class: 5,082
(b) percentage held in class: 0.005%
(c) current registered holder(s): N/A
(d) registered holder(s) once transfers are registered: Darrin Grafton
5. Nature of relevant interest(s): Darrin Grafton has the power to exercise a right to
vote attached to 1,217,594 Shares. This interest is acquired through a personal
relationship with Donna Bailey.
For that relevant interest,—
(a) number held in class: 1,217,594
(b) percentage held in class: 1.129%
(c) current registered holder(s): Donna Bailey as trustee for the Donna Bailey Trust (no
change since last disclosure)
(d) registered holder(s) once transfers are registered: N/A
6. Nature of relevant interest(s): Darrin Grafton has the power to dispose of, or to
control the disposal of 9,296 Shares. This interest is acquired through a personal
relationship with Donna Bailey. These Shares are subject to the Restricted Share Plan
Deed.
For that relevant interest,—
(a) number held in class: 9,296
(b) percentage held in class: 0.009%
(c) current registered holder(s): Donna Bailey (no change since last disclosure)

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(d) registered holder(s) once transfers are registered: N/A
7. Nature of relevant interest(s): Darrin Grafton has the power to dispose of, or to
control the disposal of 795 Shares. This interest is acquired through a personal relationship
with Donna Bailey. These Shares are subject to the Long Term Incentive Scheme Deed.
For that relevant interest,—
(a) number held in class: 795
(b) percentage held in class: 0.001%
(c) current registered holder(s): N/A
(d) registered holder(s) once transfers are registered: Donna Bailey
8. Nature of relevant interest(s): Darrin Grafton has the power to dispose of, or to
control the disposal of, 1,125 Shares, with restrictive conditions, allocated to Donna Bailey
pursuant to the Scheme, held in trust until vesting. This interest is acquired through a
personal relationship with Donna Bailey. These Shares are subject to the Restricted Share
Plan Deed.
For that relevant interest,—
(a) number held in class: 1,125
(b) percentage held in class: 0.001%
(c) current registered holder(s): Serko Trustee Limited
(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
Contact details: +64 9 309 4754, darrin.grafton@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: Geoffrey Hosking as to the change in the nature
of the relevant interest only.
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Darrin Grafton is also a director of Serko. This disclosure also constitutes disclosure for the
purposes of the directors’ and senior managers’ disclosure obligations.
Certification
I, Darrin Grafton, 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.

WELLINGTON 171 FEATHERSTON STREET
P O BOX 1291, WELLINGTON 6140, DX SX11164, NEW ZEALAND
TEL 64 4 915 6800 FAX 64 4 915 6810

Deed
relating to
the Serko Limited Long Term Incentive Scheme
Serko Limited
Company
and
Darrin Grafton and Bob Shaw
Shareholders
Date 25 May 2020

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Deed the Serko Limited Long Term Incentive Scheme
i
Contents
1. Interpretation ................................................................................................................. 1
1.1 Definitions ...................................................................................................................... 1
1.2 Construction .................................................................................................................. 2
2. Voting rights .................................................................................................................. 2
2.1 No entitlement to exercise voting rights ......................................................................... 2
2.2 Election .......................................................................................................................... 2
2.3 Transfer ......................................................................................................................... 2
3. Relevant Interest ........................................................................................................... 3
4. Miscellaneous ................................................................................................................ 3
4.1 Assignment .................................................................................................................... 3
4.2 Amendments ................................................................................................................. 3
4.3 Invalidity ......................................................................................................................... 3
4.4 Counterparts .................................................................................................................. 3
4.5 Delivery .......................................................................................................................... 3
4.6 Entire agreement ........................................................................................................... 3
4.7 Governing law and jurisdiction ....................................................................................... 4

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Deed the Serko Limited Long Term Incentive Scheme
1
This Deed is made on 25 May 2020
between (1) Serko Limited (Company)
and (2) Darrin Grafton and Bob Shaw (Shareholders)

Introduction
A. The Shareholders and Shareholder Associate may from time to time be issued or transferred
Shares in accordance with the Long Term Incentive Scheme.
B. The parties have agreed to restrict their rights, and in the case of the Shareholders, the
rights of their Associates, in respect of such Shares.
C. Donna Bailey is an Associate of a Shareholder, Darrin Grafton, by virtue of a personal
relationship.
It is agreed
1. Interpretation
1.1 Definitions
In this Deed, unless the context otherwise requires:
Associate has the meaning given to the term “associate” in the Takeovers Code.
Long Term Incentive Scheme means the Company’s Long Term Incentive Scheme
established by the Company on the terms and conditions set out in the Scheme Rules.
Relevant Interest has the meaning given to the term “relevant interest” in the Financial
Markets Conduct Act 2013.
Relevant Share means a Share issued to a Shareholder or Shareholder Associate in
accordance with the Long Term Incentive Scheme.
Scheme Rules means the rules of the Long Term Incentive Scheme dated on or about the
date of this Deed.
Share means a share in the capital of the Company and includes any share or other security
allocated or issued under a bonus issue or any other capital reorganisation of any nature.
Shareholder Associate means an Associate of a Shareholder.
Takeovers Code means the Takeovers Code Approval Order 2000 (SR2000/210), as
amended from time to time.
Voting Security has the meaning given to the term “voting security” in the Takeovers Code.

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Deed the Serko Limited Long Term Incentive Scheme
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1.2 Construction
In the construction of this Deed, unless the context requires otherwise:
A reference to an agreement or any other document includes reference to that agreement or
document as amended, supplemented, restated, novated or transferred from time to time.
A reference to this Deed is a reference to this Deed and any variations in, additions to, or
substitutions for the same duly made and, where the context requires, includes reference to
the Scheme Rules and any variations in, additions to, or substitutions for the same duly
made.
The headings and sub-headings appear as a matter or convenience and shall not affect the
construction of this Deed.
References to a statute include references to regulations, orders or notices made under or
pursuant to such statute. References to any statute, regulation, order or other statutory
instrument shall be deemed to be references to the statute, regulation, order or instrument
as from time to time amended and includes substituted provisions that substantially
correspond to those referred to.
A reference to a person includes any individual, firm, company or trust.
The singular includes the plural and vice versa, and words importing any gender include the
other genders.
2. Voting rights
2.1 No entitlement to exercise voting rights
Except to the extent that clauses 2.2 or 2.3 apply, no Shareholder or Shareholder Associate
is entitled to exercise any voting rights in respect of a Relevant Share so that a Relevant
Share is not a Voting Security under the Takeovers Code.
2.2 Election
(a) Subject to clause 2.2(c), a holder of Relevant Shares may, by notice in writing to the
Company, elect to be entitled to exercise voting rights for some or all of those
Relevant Shares. For the avoidance of doubt, any such election may apply in respect
of some only (but not all) of the Relevant Shares held by the holder. Any such
election shall be irrevocable once made.
(b) Subject to the constitution of the Company and the Scheme Rules, any Relevant
Shares in respect of which an election has been made by the holder under clause
2.2(a) shall be entitled to exercise voting rights for those Relevant Shares, so that
those Relevant Shares become Voting Securities under the Takeovers Code.
(c) A holder of Relevant Shares is not entitled to make an election under clause 2.2(a) if
to do so would cause a breach of rule 6 of the Takeovers Code.
2.3 Transfer
Upon transfer of a Relevant Share to a holder that is not a Shareholder or a Shareholder
Associate, the new holder of that Relevant Share becomes entitled to exercise voting rights
in respect of that Relevant Share, so that that Relevant Share becomes a Voting Security
under the Takeovers Code.

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3. Relevant Interest
Where a Shareholder or a Shareholder Associate has a Relevant Interest in Shares, in
respect of which disclosure is required to be made in accordance with the Financial Markets
Conduct Act 2013, the Shareholder or Shareholder Associate must specify in any such
disclosure that it does not have the power to exercise, or to control the exercise of, any
voting rights in respect of the Relevant Shares.
4. Miscellaneous
4.1 Assignment
A party must not assign or transfer any of its rights or obligations under this Deed.
4.2 Amendments
No amendment to this Deed is effective unless it is in writing signed by each of the parties
and the Company.
4.3 Invalidity
The illegality, invalidity or unenforceability of a provision of this Deed under any law will not
affect the legality, validity or unenforceability of that provision under another law or the
legality, validity or enforceability of another provision.
4.4 Counterparts
This Deed may be signed in any number of counterparts all of which, when taken together,
will constitute one and the same instrument. A party may enter into this Deed by executing
any counterpart.
4.5 Delivery
For the purposes of section 9 of the Property Law Act 2007, and without limiting any other
mode of delivery, this Deed will be delivered by each of the parties (each a Delivering
Party) immediately on the earlier of:
(a) physical delivery of an original of this Deed, executed by the relevant Delivering Party,
into the custody of the Company or the Company’s solicitors; or
(b) transmission by the relevant Delivering Party or its solicitors (or any other person
authorised in writing by the relevant Delivering Party) of a facsimile, photocopied or
scanned copy of an original of this Deed, executed by the relevant Delivering Party, to
the Company or the Company’s solicitors.
4.6 Entire agreement
This Deed, together with each other agreement made in writing signed by all the parties,
constitutes the entire agreement between the parties in respect of the matters covered by it.
4.7 Governing law and jurisdiction
This Deed is governed by, and is to be construed in accordance with New Zealand law and
each of the parties submits to the non-exclusive jurisdiction of the courts of New Zealand.

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Execution
Executed and delivered as a Deed.
Serko Limited by:
Director Director
Print Name Print Name

Darrin Grafton in the presence of:
Darrin Grafton
Witness Signature
Print Name
Occupation
Address

Robert James Shaw in the
presence of:

Robert James Shaw
Witness Signature
Print Name
Occupation
Address
Simon Botherway
Claudia I Batten
Auckland
Consultant
Auckland
Consultant
Sarah Miller
Sarah Miller

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Donna Bailey in the presence of:
Donna Bailey
Witness Signature
Print Name
Occupation
Address

Auckland
Consultant
Sarah Miller