SPH Notice – Darrin Grafton

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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
Date of relevant event: 6 July 2021
Date this disclosure made: 7 July 2021
Date last disclosure made: 3 December 2020 (as corrected on 13 May 2021)
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: 107,990,497
(c) total percentage held in class: 11.333%
For last 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%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
1. On 6 July 2018, Darrin Grafton was allocated 43,252 Shares (DG Scheme Shares),
with restrictive conditions, pursuant to the Serko Limited Employee Restricted Share
Scheme (the Scheme), held in trust until vesting. On 6 July 2021, the DG Scheme Shares
vested in accordance with the terms of the Scheme and legal title to the DG Scheme
Shares were transferred, in consideration for services rendered by Darrin Grafton to Serko,
from Serko Trustee Limited to Darrin Grafton.
2. On 6 July 2018, Donna Bailey was allocated 1,125 Shares (DB Scheme Shares), with
restrictive conditions, pursuant to the Scheme, held in trust until vesting. On 6 July 2021,

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the DB Scheme Shares vested in accordance with the terms of the Scheme and legal title
to the DB Scheme Shares were transferred, in consideration for services rendered by
Donna Bailey to Serko, from Serko Trustee Limited to Donna Bailey
The DG Scheme Shares and the DB Scheme Shares are subject to a deed restricting the
exercise of voting rights (the Restricted Share Plan Deed). A copy of the Restricted
Share Plan Deed was attached to the disclosure made on 22 December 2015.
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: 10.064%
(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): Registered holder and beneficial owner of 142,306
Shares, subject to the Restricted Share Plan Deed.
For that relevant interest,—
(a) number held in class: 142,306
(b) percentage held in class: 0.132%
(c) current registered holder(s): Darrin Grafton (in respect of 99,054 Shares) and Serko
Trustee Limited (in respect of 43,252 Shares)
(d) registered holder(s) once transfers are registered: Darrin Grafton
3. 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: 1.128%

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(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
4. Nature of relevant interest(s): Darrin Grafton has the power to dispose of, or to
control the disposal of 11,216 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: 11,216
(b) percentage held in class: 0.010%
(c) current registered holder(s): Donna Bailey (in respect of 10,091 Shares) and Serko
Trustee Limited (in respect of 1,125 Shares)
(d) registered holder(s) once transfers are registered: Donna Bailey
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: N/A
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.