Serko Limited/Announcement
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Serko launches NZ$85 million capital raise

Capital Raise23 November 2021SKOIndustrials

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


3465-0668-9303 1 1

NOT FOR DISTRIBUTION OR RELEASE INTO THE UNITED STATES

Market Release

24 November 2021

Serko launches NZ$85 million capital raise to continue to invest for growth

Serko Limited (NZX/ASX:SKO) ("Serko") today announced it is conducting an equity raising of up to NZ$85

million to continue to execute on its global growth strategy.

Serko plans to raise the capital via the issuance of ordinary shares in Serko by way of a NZ$75 million fully

underwritten placement ("Placement") and a NZ$10 million non-underwritten retail offer (“Retail Offer”)

(together, the "Offer").

Darrin Grafton, CEO of Serko, said: “Despite the ongoing impacts of the COVID-19 pandemic on the travel

industry, Serko has continued to maintain a strong market position in Australasia, invest in the Booking.com for

Business global opportunity and increase market presence in North America. Serko is now poised to enter the

next phase of growth – to scale up and progress our long-term strategy of becoming a global business travel

marketplace.”

Serko has also today announced its unaudited financial results for the half year to 30 September 2021. Further

details of the results were released to the NZX and ASX today.

DETAILS OF THE CAPITAL RAISE

Placement

The Placement will be conducted through a bookbuild in which institutional and other select investors in New

Zealand, Australia, Hong Kong, United Kingdom, Switzerland and Singapore will be invited to participate by

Craigs Investment Partners Limited and Ord Minnett Limited. A trading halt has been granted by NZX and ASX

prior to the market opening today.

The Placement will be fully underwritten by Craigs Investment Partners Limited and Ord Minnett Limited. The

Placement will raise gross proceeds of approximately NZ$75 million and is underwritten at a floor price of

NZ$7.05 per share, which represents a 10.2% discount to the last close price of NZ$7.85 per share on 23

November 2021 and a discount of 11.0% to the 5-day VWAP of NZ$7.92 prior to announcement.

Retail Offer

Serko intends to make the Retail Offer to eligible existing Serko shareholders with a registered address in New

Zealand or Australia, enabling them to subscribe for up to NZ$50,000 / A$46,500 of new Serko shares. The

Retail Offer size is up to NZ$10 million (with Serko retaining the ability to accept oversubscriptions at its sole

discretion to ensure that it has sufficient flexibility to cater for demand from its retail shareholder base). If

scaling of the Retail Offer is required, it will be done with reference to the shareholders' existing holdings of

Serko shares at the record date of 23 November 2021. The price of the Serko shares offered under the Retail

Offer will be the lower of the Placement price or the five-day VWAP during the last five trading days prior to,

and including, the Retail Offer closing date (being 14 December 2021).





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


3465-0668-9303 1 2

Serko assesses that the Retail Offer will cater for a high majority of Serko’s non institutional shareholders,

enabling them to participate and potentially increase their relative percentage holdings in Serko.

The final terms of the Retail Offer are expected to be announced in more detail on 30 November 2021. A Retail

Offer Booklet, together with an application form, will be sent to eligible shareholders on 30 November 2021 and

will be available on the website established for the Retail Offer on the same day. The closing date for

applications by eligible shareholders is 14 December 2021.

Eligible shareholders wishing to acquire Serko shares under the Retail Offer will need to complete the

application form or apply online via the website established for the Retail Offer. Eligible shareholders may

choose to take up their entitlements in whole, in part, or not at all.

The Serko shares to be issued under both the Placement and Retail Offer will rank equally in all respects with

Serko's existing ordinary shares.

Key dates relating to the Placement and Retail Offer are set out in the Appendix to this announcement.

A copy of the investor presentation, cleansing notice and corporate action notice accompany this

announcement.

Craigs Investment Partners Limited and Ord Minnett Limited are acting as Joint Bookrunners and Underwriters

for the Placement.

Craigs Investment Partners Limited and Cameron Partners Limited (New Zealand global alliance partner of

Rothschild & Co.) are Joint Arrangers for the Offer. Serko's legal advisers are Russell McVeagh and Herbert

Smith Freehills.

USE OF PROCEEDS

The proceeds from the equity raise will be used as follows:

1.


Investing for growth with Booking.com for Business (~35%)

• Following the successful migration of Booking.com business customers onto the new Zeno

powered Booking.com for Business platform, Serko will undertake targeted investment to

optimise customer engagement and extend the offering across global markets to maximise the

potential of the opportunity.

• This second acceleration phase includes expanding new content such as air, rail and car rentals

within target regions as well as investing in mobile and user experience enhancements to

optimise delivery of the content, thereby extending the connected trip offering.

• As we move to extend both the languages and features available, we believe we will create

broader global appeal to scale up our platform allowing for an increasing focus on new customer

acquisition through targeted marketing activity and strategic partnerships.


2.


Develop global marketplace strategy (~40%)

• Drive the strategy to transform from an online booking tool into a distributed marketplace,

creating an ecosystem of travel content suppliers and business travel market segments connected

through the Zeno platform.





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


3465-0668-9303 1 3

• Expand sales and support capacity for increased demand of customer and reseller onboarding to

drive volume across all markets, particularly in North America, as global deals we are in the

process of negotiating progress.

1


• Continue to scale up the technology and data powering our platform, as well as Serko’s

operational capabilities to execute around the globe.


3.


Inorganic acceleration of global expansion opportunities (~25%)

• Fund potential acquisition opportunities aligned to strategy, if and when they arise. In this respect,

Serko has an active M&A strategy, and is assessing opportunities that would enable it to expand

global volume and content efficiently to support acceleration of our marketplace strategy.

The capital raised plus Serko’s current cash balance of approximately $62 million will enable Serko to maintain a

prudent working capital buffer and preserve a high level of balance sheet flexibility in acknowledgement of the

ongoing risks presented by COVID-19 and other uncertainties.

Ends

This announcement has been authorized for release to NZX and ASX by:

Shane Sampson, Chief Financial Officer

Phone: +64 9 884 5916

Email: investor.relations@serko.com

Investor Relations Enquiries:

Shane Sampson, Chief Financial Officer

Phone: +64 9 884 5916

Email: investor.relations@serko.com


For media relations queries please contact:

Richard Inder, Media Consultant to Serko

Phone: +64 21 645 643

Email: richard@theproject.co.nz









1

There is no guarantee that these negotiations will result in a signed agreement on the terms currently

envisaged or at all





Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand

PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545 company.secretary@serko.com

Incorporated in New Zealand ARBN 611 613 980


3465-0668-9303 1 4

Appendix – Key Dates for Capital Raising

2



Placement

Conduct underwritten placement Wednesday, 24 November 2021

Trading halt on NZX and ASX Wednesday, 24 November 2021

Announce results of Placement and resume trading Thursday, 25 November 2021

Settlement on the ASX Tuesday, 30 November 2021

Settlement on the NZX Wednesday, 1 December 2021

Allotment and trading of shares on NZX and ASX Wednesday, 1 December 2021

Retail Offer

Retail Offer Record Date Tuesday, 23 November 2021

Retail Offer Opens Tuesday, 30 November 2021

Retail Offer Closes Tuesday, 14 December 2021

Announce results of Retail Offer Friday, 17 December 2021

Settlement on the ASX Monday, 20 December 2021

Settlement on the NZX Tuesday, 21 December 2021

Allotment of shares on NZX and ASX Tuesday, 21 December 2021

Commencement of trading of shares on NZX Tuesday, 21 December 2021

Commencement of trading of shares on ASX Wednesday, 22 December 2021


This announcement is not a product disclosure statement or offering document under New Zealand law or under any other law. It is

for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase

any securities in Serko in any jurisdiction. This announcement does not constitute financial product advice or investment advice and

does not and will not form part of any contract for the acquisition of Serko securities.

This announcement has been prepared for release in New Zealand and Australia. This announcement may not be released to US wire

services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to

buy, securities in the United States (or to, or for the account or benefit of, any person in the United States) or in any other

jurisdiction in which such an offer would be unlawful.

The information in this announcement is of general background and does not purport to be complete. It should be read in

conjunction with Serko's other market announcements lodged with NZX and ASX, which are available at at www.nzx.com and

www.asx.com.au under ticker code SKO.

Future performance: This announcement and the other materials released with this announcement today (including the investor

presentation ("Investor Presentation")) may include forward-looking statements about Serko and the environment in which Serko

operates, such as indications of, and guidance on, future earnings and financial positions and performance. You are strongly

cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate

and significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. Forward-looking information is

inherently uncertain and subject to contingencies, known and unknown risks and uncertainties and other factors outside of Serko's

control, and may involve significant elements of subject judgement and assumptions as to future events which may or may not be

correct. Forward-looking statements may also assume the success of Serko's business strategies. The success of any of these

strategies is subject to uncertainties and contingencies beyond Serko's control, and no assurance can be given that any of the

strategies will be effective or that the anticipated benefits from the strategies will be realized in the period for which the forward

looking statements may have been prepared or otherwise. Refer to the key risks section of the Investor Presentation for a non-


2

The timetable presented is indicative only and is subject to change without notice (subject to applicable laws and NZX Listing Rules

and ASX Listing Rules). All dates and times are New Zealand times (unless stated otherwise).





Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand

PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545 company.secretary@serko.com

Incorporated in New Zealand ARBN 611 613 980


3465-0668-9303 1 5

exhaustive summary of certain key business, offer and general risk factors that may affect Serko. No assurance can be given that

actual outcomes or performance will not materially differ from the forward-looking statements. A number of important factors

could cause Serko's actual results or performance may differ materially from these statements, particularly as a result of the impacts

of COVID-19. The forward-looking statements are based on information available to Serko as at the date of this announcement.

Except as required by law or regulation (including the NZX Listing Rules or ASX Listing Rules), Serko undertakes no obligation to

provide any additional or updated information whether as a result of new information, future events or otherwise.

Non-GAAP financial information: Certain financial measures included in this announcement and the Investor Presentation are

non-GAAP financial information. Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and

therefore may not be comparable to similar financial information presented by other entities. The non-GAAP financial information

included in this release has not been subject to review by auditors. Non-GAAP measures are used by management to monitor the

business and are useful to provide investors additional information to assess business performance.

---

Interimresults for the half year to 30 September 2021 and $85m Capital Raising
Investor Presentation–24 November 2021

DISCLAIMER
The following notice and disclaimer applies to this investor presentation and you must read this carefully before reading or making any other use of this presentation or any information

contained in this presentation. By accepting this presentation you represent and warrant that you are entitled to receive this presentation in accordance with the restrictions, and agree to be

bound by the limitations, contained within it.

This presentation has been prepared by Serko Limited (Serko) in relation to an offer of new shares in Serko (New Shares) by way of a:

•placement to selected investors (Placement); and

•retail offer to Serko's existing shareholders with an address either in New Zealand or Australia (Retail Offer),

under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (together, the Offer).

All information is current at the date of this presentation, unless stated otherwise. All currency amounts are in NZ dollarsunless stated otherwise.

Information

: This presentation contains summary information about Serko and its activities. The information in this presentation is of ageneral nature and does not purport to be complete, nor

does it contain all the information which a prospective investor may require in evaluating a possible investment in Serko or that would be required in a product disclosure statement for the

purposes of the Financial Markets Conduct Act 2013 or a prospectus or other disclosure document for the purpose of the Corporations Act 2001 (Cth). This presentation should be read in

conjunction with Serko's other periodic and continuous disclosure announcements, which are available at www.nzx.comand www.asx.com.au.

Not financial product advice

: This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquireSerko securities, and has been

prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investmentdecision, prospective investors should consider the appropriateness

of the information having regard to their own objectives, financial situation and needs and consult a broker, or solicitor, accountant and/or other professional adviser.

Past performance

: Any information given in this presentation regarding Serko's historical performance (whether financial or otherwise) is given for illustrative purposes only and should not be

relied upon as (and is not) an indication of future performance. No representations or warranties are made as to the accuracyorcompleteness of such information.

Future performance

: The information contained in this presentation may include forward-looking statements about Serko and the environment in which Serko operates, such as indications of,

and guidance on, future earnings and financial positions and performance.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the

significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.

Forward-looking information is inherently uncertain and subject to contingencies, known and unknown

risks and uncertainties and other factors outside of Serko's control, and may involve significant elements of subject judgement and assumptions as to future events which may or may

not be correct.

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DISCLAIMER
Forward-looking statements may also assume the success of Serko's business strategies.The success of any of these strategies is subject to uncertainties and contingencies beyond Serko's

control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from thestrategies will be realised in the period for which the forward looking

statements may have been prepared or otherwise.Refer to the key risks described in the appendix to this presentation for a non-exhaustive summary of certain key business, offer and general

risk factors that may affect Serko.No assurance can be given that actual outcomes or performance will not materially differ from the forward-looking statements.A number of important factors

could cause Serko's actual results or performance to differ materially from these statements, particularly as a result of theimpacts of COVID-19. The forward-looking statements are based on

information available to Serko as at the date of this presentation.Except as required by law or regulation (including the NZX Listing Rules), Serko undertakes no obligation to provide any

additional or updated information whether as a result of new information, future events or otherwise.

Non-GAAP financial information

:Certain financial measures included in this presentation are non-GAAP financial information. Non-GAAP financial information does not have a standardised

meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. Thenon-GAAP financial information included in this release has

not been subject to review by auditors. Non-GAAP measures are used by management to monitor the business and are useful to provide investors to assess business performance. Please refer

to the definitions section for further detail on non-GAAP measures used by management and referred to in this presentation.

Distribution of presentation

: This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a

breach by Serko of any law. The distribution of this presentation in other jurisdictions outside New Zealand or Australia mayberestricted by law, and persons into whose possession this

presentation comes should observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Foreign Selling Restrictions” section of this

presentation. None of Serko, any person named in this presentation or any of their affiliates accept or shall have any liabilityto any person in relation to the distribution or possession of this

presentation from or in any jurisdiction.

Note for distribution or release in the United States

: This presentation may not be distributed or released in the United States. This presentation does not constitute an offer to sell, or a

solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The New Shares have not been and will not be registered under

the U.S. Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly

or indirectly, in the United States or to persons that are acting for the account or benefit of persons in the United States,unless they have been registered under the U.S. Securities Act, or are

offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws.

Disclaimer

: To the maximum extent permitted by law, none of Craigs Investment Partners Limited, Cameron Partners Limited, Ord MinnettLimited or any of their respective subsidiaries, related

companies, shareholders, directors, officers or employees, or any other person, makes any representation or warranty, or provides any undertaking, in relation to any information contained in

this presentation and they shall have no liability (including for negligence) for: any errors or omissions in the informationorfailure to correct or update the information, or any other written or

oral communications provided in relation to the information or any claim, loss or damage (whether foreseeable or not) arisingfrom the use of any of the information or otherwise arising in

connection with the information. The information in this presentation remains subject to change without notice. Serko reserves the right to withdraw the Offer or vary the timetable for the Offer

without notice.Determination of eligibility of investors for the purposes of the Retail Offer is determined by reference to a number of matters, including legal regimes and the discretion of Serko.

Serko, Craigs Investment Partners Limited, Cameron Partners Limited, and Ord MinnettLimited disclaim all liability in respect of the exercise of that discretion to the maximum extent permitted

by law.

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Capital Raising
Overview

Executing Into Our

Global Strategy

Strategic

Priorities

Contents

Financial Update

and Outlook

Company Snapshot

and Key Risks

4

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Executive Summary
•The COVID-19 pandemic is a rare event that is reshaping the business travel industry landscape, impacting both the suppliers of travel

content and services and the evolving needs of business travel buyers.

•This shift is giving rise to consolidation and disruption within the market, and as business travel returns over the coming years, we believe

there will be only a handful of players who will have an outsized opportunity through the recovery.

•Serko is positioning itself to be a player of global standing that is able to take advantage of these opportunities. We intend to continue

investing in the global growth opportunities being presented, notwithstanding the ongoing head-winds of COVID, in the confidencethat

business travel will resume.

•During the past year we have rolled-out our Zeno platform globally in partnership with Booking.com, laying solid foundations for growth as

business travel resumes. We are at the early stages of our journey to globalize as we realiseour vision of a business travel marketplace and

have only just started to capture the opportunities of our partnership with Booking.comand the North American market.

•We are raising capital to:

•Invest for growth into the unmanaged travel segment through our Booking.comfor Business partnership;

•Accelerate the development of our global marketplace strategy; and

•Pursue opportunities for inorganic global expansion.

•The money raised is intended to ensure Serko retains sufficient capital resilience to pursue these opportunities in the eventthat business

travel takes longer to recover than is currently anticipated.

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Executing Into Our Global Strategy
6

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SERKO HAS INVESTED FOR GROWTH AGAINST THE HEAD-WINDS OF COVID
PROGRESS SINCE OCTOBER 2020

Booking.com

Delivered a self-service solution to on-board

customers to book and manage

accommodationwith a

connected trip offering

including flights available in select countries and

rail content expected to be available in 2H22.

Completed an accelerated migration

of

300,000+ existing Booking.comfor Business

customers onto the Zeno platform.

Tr a n s i t i o n e d

from migration to activation

phase

with multiple product enhancements to support

the needs of unmanaged SME business

travellers.

From a zero base

grew to a range of between

1,000 –1,500 bookings per weekday

despite

ongoing COVID related restrictions in primary

markets.

7

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North America

Movedbeyond market validationand

now positioned forgrowth. Seeing an

increase inmarket engagement

throughinbound enquiries and RFPs

1

.

Addedtwo new TMC resellers and now

have a total of tenacross US and

Canada, with six active and producing

transactions albeit at lowlevels due to

COVID.

2

Launcheda refreshed version of

Zeno Expense to complement Zeno

Tr a v e l a n d p o s i t i o n S e r k oas an

innovative alternative to existing travel

& expense solutions in North America.

Australia / New Zealand

Demonstrated resilience through

strong customer retention

in the

face of recurrent travel shutdowns.

Continued to deliver market

growth with

NZ volumes up over

160%

on 2019 volumes in June

2021, before lockdowns imposed.

Continued customer migration

from Serko Online, with

67% of

customers currently booking on

Zeno.

3

1

There is no guarantee that these inbound enquiries and RFPs will result in a signed agreement on the terms currently envisaged or at all.

2

One reseller terminated its contract with Serko during the period following acquisition by a competitor.

3

As at 31 October 2021.

8
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OUR GROWTH OPPORTUNITY HAS GLOBAL SCALE

THE ZENO TRAVELPLATFORM IS NOW AVAILABLE IN 180 COUNTRIES

§In 2019, Zeno Travel was available in English and Te

ReoMāori, primarily distributed across Australia

and New Zealand with nascent market entry in

North America and the UK.

§2021 was the year that redefined Serko’s global

ambition, with investment in growth allowing us to

expand to a total of 9 languages available in 180

countries via our partnershipwith Booking.com.

§Serko is on a journey to solve the challenges of

business travel globally, through partnerships with

channel partners that have strong bases of

business travel customers.

5

180

2019

2021

9
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SERKO IS NOW POISED TO ENTER THE NEXT PHASE OF GROWTH

CONSOLIDATE GROWTH

IN A/NZ

ESTABLISH GROWTH

IN NORAM

ACTIVATE & ENGAGE

BOOKING.COM FOR

BUSINESS CUSTOMERS

VALIDATION IN NORAM

MIGRATE BOOKING.COM

FOR BUSINESS

CUSTOMERS

ESTABLISH MARKET

LEADERSHIP IN A/NZ

We are

here

REGIONAL ONLINE

BOOKING TOOL

GLOBAL ONLINE

BOOKING TOOL

BECOME A

MARKET LEADER

IN A/NZ

GLOBAL BUSINESS TRAVEL

MARKETPLACE

OPPORTUNITIES TO

ACCELERATE

MARKETPLACE

STRATEGY

A / NZ = Australia & New Zealand

NORAM = North America

WE ARE BUILDING A GLOBAL BUSINESS TRAVEL MARKETPLACE
BY BRINGING THE WORLD’S TRAVEL SUPPLIERS AND TRAVEL BUYERS TOGETHER

Enhance Zeno to

become a

distributed

marketplace that

aggregates content

and simultaneously

serves multiple

market segments

and regions.

The world’s travel content

The world’s business travel buyers

Air

Rail

Accommodation

Rental Car

Ground Transport

Dining

1

Meeting Rooms

1

Carbon Offset

1

Risk Management

1

Travel Spend

Expense Management

Disruption Management

1

SMEsCorporatesEnterprise

UNMANAGED

MANAGEDSERVICES

CONTENT

1

These content and service offerings are planned or in development.

10

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THROUGH A SINGLE PLATFORM TO SERVE MULTIPLE CUSTOMER SEGMENTS

NB: These are representations of content suppliers and partners, not an exhaustive list of available providers.

The world’s travel content

The world’s business travel buyers

CONTENT PARTNERS

GLOBAL DISTRIBUTION SYSTEMS

AGGREGATORS

MANAGED

CORPORATES

UNMANAGED SME

CUSTOMERS

TMC PARTNERSTMC STOREFRONTS

SERKO IS SOLVING THE FRICTION OF THE BUSINESS TRAVEL LIFECYCLE
12

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*These content and service offerings are planned or in development.

ü

ü

ü

ü

ü

ü

§From pre-trip approval through in-trip purchasing to post-trip

reporting, the current reality is that business travellers are

required to interact with a multitude of disconnected systems,

providers and data.

§These challenges are generally consistent across the spectrum

of small business (unmanaged) and large corporate and

enterprise travellers (managed travel).

§Serko’s vision of a business travel marketplace that supports a

connected trip aims to reduce this friction through an

integrated application encompassing travel, expense and

payment.

Strategic Priorities
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Our plan
on a page

OUR VISION

OUR MISSION

The reinvention of

business travel retailing

with

the world’s first

business travel marketplace

.

We’re on a mission to connect the world’s

business travellers with the universe of travel

suppliers, providing travel buyers with the

content, information and services they need at

every stage of the journey to create a

connected trip.

STRATEGIC SUMMARY

Leverage our strength in A/NZ to expand into international markets

through strategic alliances that enable the business model transformation

from an OnlineBooking Toolto a B2B Marketplace.

OUR 5 STRATEGIC PILLARS

Expand A/NZ customer

base through

continued investment

in product innovation.

Drive into North

America scaling growth

in Managed TMCs and

Global Corporates.

Become the leading

digital business travel

platform for SMEs in

partnership with

Booking.com.

Scale the technology and data platform to enable connectivity to a broader

range of partners to deliver a connected trip offering in all markets.

Attract, acquire and develop talent to create the organisation foundations

for a successful scale-up with global coverage.

3

21

A/NZ

NORAM

BOOKING.COM

4

BUILD OUT THE MARKETPLACE MODEL

5

BUILD TEAM SERKO TO ENABLE SCALE-UP

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BOOKING.COM FOR BUSINESS
MIGRATION

PHASE 3:

SCALING

PHASE 2:

ACTIVATING

+ ENGAGING

PHASE 1:

MIGRATION

COMPLETE

H2 FY22-FY23FY23-FY24

1

•Mission to become the leading digital travel platform for small and medium sized businesses in the unmanaged travel space.

•Successfully completed the migration of Booking.com for Business customers onto the new Zeno powered platform, having

migrated over 300,000 existing customers onto the platform, with >30,000 new sign-ups onto the platform since launch.

1

As

announced to the market previously, the migration phase was extended two months to the end of September to accommodate

the transfer of remaining customers during a period of pandemic related disruption.

•From a zero base grew to a range of between 1,000 and 1,500 transactions per week-day in October despite ongoing COVID

related restrictions in primary markets.Average Revenue per Booking in October wasabove the NZ$20 targetwe have

previously communicated to the market.

•The foundations of the new platform are in place, and Serko and Booking.com are now looking to expeditiously undertake the

next phase of the roll-out to maximiseand capture revenue opportunities as global business travel recovers.

1

We expect SME business booking behaviourswill be different from our enterprise customers.Itis uncertain when, and how often, migrated (also referred to as activated) customers and new sign-ups will transact, particularly during COVID-

affectedperiodsand as a result of intermittent travel needs of SME’s.There is no guarantee that migrated/activated customers, or new sign-ups, will make bookings in the current financial period or at all.

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ACTIVATING & ENGAGING
BOOKING.COM FOR BUSINESS

PHASE 3:

SCALING

PHASE 2:

ACTIVATING

+ ENGAGING

PHASE 1:

MIGRATION

COMPLETE

H2 FY22-FY23FY23-FY24

1

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•Through the initial migration phase we believe we have captured under 10% of the pre-

COVID opportunity and the journey to more fully realise the opportunity through our

multi-year plan has begun.

•In addition to the uplift that we expect from industry forecasts of business travel

recovery, we are also bringing forward our investment in product and content to

unlock further upside from this opportunity.

•Key focus areas for attention and investment as we move into the next phase include:

1.Activating the existing base

of migrated customers by increasing conversion

rates through enhancementsto the user experience that reinforce the business

tool value proposition, and launch of a mobile app offering to capture what has

become an increasingly significant booking channel over the past 18 months.

2.Growing the base of SME customers

through investment in content to support a

more complete connected trip offering, expanded servicing options to address

additional customer segments and expansion to regions that require complex

language sets.

BOOKING.COM

RENTALCARS.COM

AGODA

PRICELINE

OPEN TABLE

LIVE

IN DISCUSSION

POTENTIAL FUTURE

INTEGRATIONS

ESTABLISHING GROWTH IN NORTH
AMERICA

•Validation phase in North America is complete, and the Zeno brand now has a presence in market that is driving pipeline growth.

•Focus is now on scaling growth over a multi year period through two market channels:

1.TMC resellers:

•Serko now has10 TMC resellers signed, with active customers transacting across 6 of these partners.

•Transaction volumes have averaged more than 10% monthly growth from May 2021 to September 2021 despite ongoing

pandemic related travel restrictions, although remain at low levels.

•Activated additional expense channel partner through OMNIA Partners.

2.Direct to Corporate and White Label Deals:

•Uplift in inbound enquiries with multiple requests to participate in RFPs for Fortune 500 companies. Currently in discussionswith

several large global US corporations about providing the Zeno platform for use by employees globally.

1

•Requests to white label the Zeno platform to non-TMC resellers who have existing business travel customers.

1

1

There is no guarantee that these negotiations will result in a signed agreement on the terms currently envisaged or at all.

PHASE 3:

SCALING

PHASE 2:

ESTABLISHING

GROWTH

PHASE 1:

VALIDATION

COMPLETE

FY22-FY23FY24

2

17

|

CONSOLIDATING OUR LEADERSHIP IN A/NZ MANAGED TRAVEL
•The majority of Serko’s revenues come from domestic

bookings in Australia and New Zealand. Serko continues

to occupy a strong market position in Australasia,

providing corporate travel content to a large share of

managed travel customers in the region.

•Despite the pandemic, Serko’s customer base has

demonstrated resilience, winning new enterprise

customers and achieving 60% adoption across the ASX

50 which should position Serko well when business travel

returns.

•Serko’s reseller partners have continued to transition

customers on to Zeno,with Serko securing increased

transaction fees as part of migration arrangements.

Zeno adoption has increased from 53% of corporate

customers in September 2020 to 67% in September

2021, and migrations are expected to continue over the

next 12 months.

3

18

|

* From September 2019 to February 2021 numbers are against the same month in the

prior year. From March 2021 onwards transactionsare measured against the same

month in 2019 to reflect pre-Covid-19 volumes.

>
<

PRE

POST

Move

Fly

Work

Stay

Eat

Play

Rest

Book + Change

Book + Change

4

•Building out our connected trip vision is a core focus for Serko, creating an open

platform with a content hub that enables the scalable connection of additional supply

partners.

•Progressively integrating new content within each market such as air, rail, car rentals and

ground transport; activating Booking Holdings’ content brands (e.g. Agoda,

Rentalcars.com) and bringing additional content brands to the platform (e.g. rail

providers).

•Continued product innovation with the vision to reduce the friction inherent in business

travel and deliver additional customer benefits through value added content includes:

•COVID-19 health & safety and arrival requirements information from specialist

providers.

•Risk Management to ensure travellersand companies are informed of destination

risk with appropriate approval workflows.

1

•Integrated environmental impact and carbon offset.

1

•Enhanced corporate travel policy compliance.

1

•NDC airline content.

•Support the end-to-end travel buyer journey through further integration of expense

management into a single business travel application.

ESTABLISHING OUR GLOBAL OFFERING THROUGH ZENO

TRANSFORMING FROM AN ONLINE BOOKING TOOL INTO A MARKETPLACEECOSYSTEM PLATFORM

1

Integration of these capabilities into the Zeno platform is either in development or planned.

19

|

BUILDING TEAM SERKO TO ENABLE SCALE-UP
INVESTING IN THE PEOPLE , BUSINESS PROCESSES AND TECHNOLOGY FOUNDATIONS

•Serko is focused on developing our employee experience to engage and retain a global, diverse

workforce in a competitive talent landscape and aligning our people to organisational objectives

through OKRs

1

.

•Developing our operational model to support the transition to a marketplace platform

encompassing organisational design to scale and building robust leadership to amplify our

capability and expertise.

•Building a next generation data platform by investing in the people and technology to enable

advanced analytics, machine learning and AI to support an enhanced in-trip customer experience

(e.g. proactive disruption management) and intelligent customer preferencing.

•Establishing a centre of excellence to design, build and run content connectors for Serko and 3

rd

parties to plug and play additional content partners cost-effectively at scale.

•Ensuring Serko stays current with developments in payment and verification technology and

continuing investment and certification in ISO27001 compliance and SOC2 assessment.

5

Serko is shortlisted for the 2021 AFR Best

Places to Work List

20

|

1

OKRs refer to Objectives and Key Results.

ESG: SERKO LAUNCHES MISSION ZERO
•In October 2021 Serko announced the launch of Mission Zero. As a company providing travel-related booking tools that are

used by thousands of organisationsaround the world to book millions of trips, we recognisedwe could play a key role in

helping reduce the environmental impact of our customers’ activity. By providing insight into travel-related CO2 emissions and

environmental impact at point of sale, and enabling corporates to integrate the offset of their travellers’carbon footprints into

the booking, the Mission Zero capabilities can shape user behaviourto preference lower impact options and develop more

sustainable travel programs.

•While we can have our biggest impact through the way we serve our customers, we also want to have a big impact as a global

corporate citizen. We aim to achieve this through:

1.Focusing on long-term growth and business sustainability;

2.Applying best practice governance and risk management procedures;

3.Cultivating an inclusive workplace of diverse and engaged staff; and

4.Enabling environmentally sustainable choices through technology.

21

|

UPDATE ON M&A ACTIVITY
•As part of its growth strategy Serko regularly assesses potential strategic acquisitions which would accelerate realisationof its

strategic goals, particularly the global marketplace strategy.

•Serko is currently in negotiations regarding the potential acquisition of a global travel technology business. Serko anticipates

that the total consideration payable for the acquisition, primarily in scrip, would be between NZD$50m and $75m. There would

be a smaller cash component. It is likely that a significant portion of the total consideration would be deferred and

performance-based.

•No definitive transaction documents have been signed in respect of the potential acquisition and Serko's due diligence is not

complete. Consistent with Serko's rigorous approach to assessing potential acquisitions, a transaction will only proceed if the

strategic business case is proven out, due diligence is successfully completed, and binding terms that meet Serko's investment

criteria can be agreed.

•There is therefore no certainty that this acquisition will proceed, and Serko will update the market if and when definitive

transaction documents are signed.

•If the potential acquisition was to proceed, the earliest would be in Q1 2022.

22

|

Financial Update and Outlook
UNAUDITED FINANCIAL RESULTS FOR THE HALF YEAR TO 30 SEPTEMBER 2021

23

|

PROFIT (LOSS)REVENUEACTIVITYCOSTS
NET LOSS AFTER

TAX

(15.2m)

EBITDA

1

loss

$(11.8m)

OPERATING

REVENUE

81%

Operating revenue

from core products

plus services revenue

$9.2m

RECURRING

REVENUE

2

81%

Recurring revenue

(core product

revenue only)

91% of total operating

revenue

$8.4m

TOTAL

INCOME

16%

Total income from all

sources including

grants

$9.9m

PEAK ATMR

3

95%

Indicator of future

growth potential

based on current

trading

$20.3m

TRAVEL

BOOKINGS

4

157%

Travel platform

bookings for the

period

1.3m

PRODUCT

DESIGN &

DEVELOPMENT

5

52%

147% of Revenue

Capex $7m

$13.4m

OPERATING

EXPENSES

42%

Net FTE

6

increase in

the past 12 months of

60toa total of 295

employees

$25.3m

Notes 1-6: Refer to Appendix for definitions anddescriptions of the non-GAAP measures used by management.

1HFY22: WEATHERING THE PANDEMIC, INVESTING FOR GROWTH

PERFORMANCE COMPARED TO PRIOR COMPARABLE PERIOD

24

|

25
|

NET PROFIT SUMMARY/ EBITDA RECONCILATION

•Operating Revenue of $9.2m is up 81% from

H1 FY21 (when COVID-19 disruptions to

Australasia travel markets had peaked).

•Other income includes Grants of which

$0.6m relates to COVID-19government

subsidies recognised in income.

•EBITDA loss of $(11.8m) is $(5.1m) more than

the previous year with the increase in

Operating expenses more than offsetting

revenue improvements, representing the

deliberate increase in investment in our

platform and markets.

•Net loss for the period was $(15.2m).

H1 FY22

$000

9,150

728

9,878

(25,301)

-277%

(15,163)

-166%

106

-

(15,163)

(106)

-

3,663

(154)

(11,760)

-129%

Net Profit Summary

EBITDA Reconciliation

Revenue

Other income (including Grants)

H1 FY21

$000

5,061

3,472

Total income

Operating expenses

8,533

(17,850)

Percentage of operating revenue

-353%

Net profit /loss) before tax

(10,027)

Percentage of operating revenue-198%

Net finance income/(expense)(158)

Income tax expense(84)

Net lossafter tax(10,111)

Add back: net interest and dividend income

Add back: income tax

Add back: depreciation and amortisation

Add back: net foreign exchange (gains)/losses

158

84

2,619

552

EBITDA(6,698)

EBITDA margin-132%

$000

4,089

(2,744)

1,345

(7,451)

(5,136)

264

84

(5,052)

(264)

(84)

1,044

(706)

(5,062)

%

81%

-79%

16%

42%

51%

-167%

-100%

50%

-167%

-100%

40%

-128%

-76%

FY21

$000

12,420

4,476

16,896

(44,854)

-361%

(29,048)

-234%

247

(341)

(29,389)

(247)

341

5,633

1,337

(22,325)

-180%

6 monthschangechange6 months12 months

Foreign exchange gains/(losses)

154

(552)

706-128%

(1,337)

26
|

REVENUE ANALYSIS

•Recurring product revenue is up 81%.

•Travel platform revenue is up 170% primarily

due to increased travel compared to H1 FY21.

•Content commissions is up 94% reflecting

increased volume.

•Average Revenue per Booking (ARPB) (based

on total recurring revenue/online bookings)

for the period was $7.38, down 31% from

$10.76

1

during the same period last year and

$8.76 for the full year. The decrease is a result

in the change of the proportion of travel

revenue vs expense management between

the periods.

H1 FY22H1 FY21FY21

Revenue and Other Income

by Type

Travel platform revenue

Expense platform revenue

Content commissions

Other revenue

Recurring product revenue

Recurring revenue % operating revenue

Services revenue

Total operating revenue

Total revenue and other income

Australia

New Zealand

North America

Other

Operating Revenue by Geography

$000

5,826

1,966

408

159

8,359

91%

791

9,150

9,878

5,614

1,045

1,342

1,149

9,150

Total operating revenue

$000

2,159

2,013

210

225

4,607

91%

454

5,061

8,533

3,359

377

1,231

94

5,061

$000

3,667

(47)

198

(66)

3,752

337

4,089

1,345

2,255

668

111

1,055

4,089

%

170%

-2%

94%

-29%

81%

74%

81%

16%

67%

177%

9%

1122%

81%

$000

6,354

3,997

538

386

11,275

91%

1,145

12,420

16,896

7,520

2,154

2,369

377

12,420

Total other income

Government grants

Sundry income

723

5

3,023

449

(2,300)

(444)

-76%

-99%

4,382

94

7283,472(2,744)-79%4,476

6 monthschangechange6 months12 months

Total travel bookings (000)

Online bookings (000)

ARPB (recurring revenue/online bookings)

1

ARPB (travel related revenue only/online bookings)

1,345

1,133

$7.38

$5.50

523

428

$10.76

$5.54

822

705

($3.38)

($0.04)

157%

165%

-31%

-0.7%

1,566

1,287

$8.76

$5.36

1

In the 1H FY21 report Serko disclosed Recurring revenue/online + offline bookings of $8.80. At 1H FY22, ARPB is shown as

Recurring revenue /online bookings only which is consistent with the FY21 full year disclosure.

27
|

TRANSACTION ANALYSIS -A/ NZ

•In the first quarter, NZ booking volumes

averaged 151% of pre-COVID-19 levels; peaking

in June at over160%.

•In Australia, the first quarter recovery was

slower, averaging at 62% of pre-COVID-19

levels and peaking at 72% in April 2021.

•The peak average for all of Australasia was

84%, averaging 74% in the first quarter.

•With extended travel restrictions starting in late

June in Australia and August in NZ, transaction

volume in 1H FY22 compared to pre-COVID-19

in NZ was 117% (a low of 47%) and 46% in

Australia (low of 29%).

•In September 2021, NZ bookings were 47%,

and Australian bookings 33%, of pre-COVID-19

levels.

•In Australia transactions in the first half of

November 2021 are averaging 52% of pre-

COVID-19 levels.

* From September 2020 to February 2021 numbers are against the same month in the prior year. From March 2021 onward

transactions are measured against the same month in 2019to reflect pre-Covid-19 volumes.

0%

20%

40%

60%

80%

100%

120%

140%

160%

180%

Sep-20Oct-20Nov-20Dec-20Jan-21Feb-21Mar-21Apr-21May-21Jun-21Jul-21Aug-21Sep-21

Australasia transactions as % of pre-COVID-19*

New Zealand TMCsAustralian TMCsAustralasia

27

|

28
|

OPERATING EXPENSES

•Operating expenses increased compared to

H1 FY21 in all categories with higher activity

and increased remuneration and benefits

(R&B) which increased 33%, with increased

headcount.

•R&B before capitalisation was $21.8m in H1

FY22 compared to $16.1m in H1 FY21.

•Headcount increased to 295at 30

September 2021 up from 235 at 30

September 2020 and 287 at 31 March 2021.

H1 FY22

$000

25,301

1,903

2,269

14,878

2,588

3,663

277%

Operating Expenses

Total Operating Expense

H1 FY21

$000

17,850

Selling and marketing

Hosting

Remuneration and benefits

Administration

Amortisationand Depreciation

913

1,230

11,213

1,875

2,619

353%

$000

7,451

990

1,039

3,665

713

1,044

%

42%

108%

84%

33%

38%

40%

FY21

$000

44,854

2,056

2,710

29,527

4,928

5,633

361%

Percentage of Operating Revenue

6 monthschangechange6 months12 months

Number of Employees at period end

29523560

33%

287

Note: A further breakdown of Operating Expenses can be found in Note 3 of the financialstatements.

28

|

29
|

PRODUCT DESIGN AND DEVELOPMENT

•Product design and development costs is a

non-GAAP measure representing the internal

and external costs related to research,

development, design and maintenance of

software, both expensed and capitalised but

excluding depreciation and amortisation.

•This incorporates research and development

costs previously disclosed but provides a

wider view of all Product Design and

Development expenditure.

•Duringthe period, Serko invested $4.6m

more in product design and development

than the comparative period.

•52% of these costs were included as

capitalised product development costs (55%

in the comparative period).

•Ta k i n g i n t o a c c o u n t a m o r t i s a t i o n of

previously capitalised development costs, the

total impact on Comprehensive Income in

the period was $9.3m ($5.7m in H1 FY21).

H1 FY22

$000

6,491

13,442

147%

2,852

(6,951)

9,343

102%

Product Design and Development

Expenditure

Total Product Design & Development

(excluding amortisation)

H1 FY21

$000

3,963

Total Product Design & Development

8,861

Percentage of operating revenue175%

Add: Amortisationof capitalised

development costs

1,746

Less: capitalisedproduct development costs(4,898)

Total5,709

Percentage of operating revenue113%

$000

2,528

4,581

1,106

(2,053)

3,634

%

64%

52%

63%

42%

64%

FY21

$000

11,972

19,203

155%

3,909

(7,231)

15,881

128%

52%Percentage of Product Design & Development costs55%38%

71%Percentage of operating revenue78%96%

6 monthschangechange6 months12 months

30
|

BALANCE SHEET

•Average monthly cash burn in the half year

was $2.9m, below the midpoint of the

guidance of $2m -$4m.

•Cash and Short-term deposits reduced by

$17.6m since 31 March 2021.

•Other current assets increased by $1.1m since

31 March 2021 reflecting anticipated

government grant income and BBZ

receivable.

•Intangible assets increased by $4.0m since 31

March 2021 reflecting capital product

development costs of $7.0m less

amortisation of $2.9m.

H1 FY22

$000

98,624

62,346

6,464

27,343

2,471

Balance Sheet

Total assets

H1 FY21

$000

61,442

Cash and Short-term deposits

Other current assets

Intangible Assets

Other non-current assets

31,504

4,071

23,089

2,778

$000

37,182

30,842

2,393

4,254

-307

%

61%

98%

59%

18%

-11%

FY21

$000

111,309

79,919

5,400

23,304

2,686

30 Sep 20changechange30 Sep 2131 Mar 21

Current liabilities

Non-current liabilities

Equity

Total equity and liabilities

98,62461,44237,182

61%

111,309

8,857

832

88,935

5,671

707

55,064

3,186

125

33,871

56%

18%

62%

8,363

418

102,528

•Serko continues to see strong growth opportunities and we believe our target of reaching $100 million revenue in the mid-term remains
achievable. This revenue target has been delayed during this COVID-affected year, and impacts from the pandemic and other factors

continue to make it challenging to determine the timing of realisation of revenues from these opportunities.

•We are raising capital to allow us to invest to capture the growth opportunities while retaining a prudent cash buffer to guard against

potential ongoing impacts of COVID-19 and other uncertainties.

•Serko anticipates full year revenue and other income of between $21m and $25m. This outlook assumes a general reduction of domestic

travel restrictions within Australia and New Zealand and no significant lockdowns in Europe or North America.

•The upper end of the FY22 range assumes:

•A/NZ transaction volumes in the December quarter at 50% of 2019 levels rising in the March quarter to 75% of 2019 levels as lockdown

restrictions lift.

•Booking.comfor Business revenues grow from current levels through to March 2022 as enhancements are made to the offering with a

similar COVID-19 rebound as that assumed for A/NZ.

•The lower end of the range assumes:

•A/NZ transaction volumes in the December quarter at 50% of 2019 levels rising to only 60% of 2019 levels in the March quarter.

•Limited growth in Booking.comfor Business revenues with increasing COVID impacts offsetting the impact of new feature

enhancements to the offering.

•At the lower end of the revenue range average monthly cash burn in the six months to 31 March 2022 is expected to be close to$4.0

million as investment is accelerated.

•In the second half Serko does not expect to be eligible for New Zealand government wage subsidies due to the growth in revenue from

Booking.comfor Business.

FY22 OUTLOOK

31

|

Capital Raising Overview
32

|

33
|

USE OF PROCEEDS

1.Investing for growth with Booking.com for Business (~35%)

•Following the successful migration of Booking.com business customers onto the new Zeno powered Booking.com for Business platform, Serko will

undertake targeted investment to optimisecustomer engagement and extend the offering across global markets to maximisethe potential of the

opportunity.

•This second acceleration phase includes expanding new content such as air, rail and car rentals within target regions as wellasinvesting in mobile

and user experience enhancements to optimize delivery of the content, thereby extending the connected trip offering.

•As we move to increase both the languages and features available, we believe we will create broader global appeal to scale upour platform

allowing for an increasing focus on new customer acquisition through targeted marketing activity and strategic partnerships.

2.Develop global marketplace strategy (~40%)

•Drive the strategy to transform to a distributed marketplace, creating an ecosystem of travel content suppliers and business travel market

segments connected through the Zeno platform.

•Expand sales and support capacity for increased demand of customer and reseller onboarding to drive volume across all markets, particularly in

North America, as global deals we are in the process of negotiating progress

1

.

•Continue to scale up the technology and data powering our platform, as well as Serko’s operational capabilities to execute around the globe.

3.Inorganic acceleration of global expansion opportunities (~25%)

•Fund potential acquisition opportunities aligned to strategy, if and when they arise. In this respect, Serko has an active M&A strategy, and is

assessing opportunities that would enable it to expand global volume and content efficiently to support acceleration of our marketplace strategy.

Serko will use current cash on hand of approximately $62m to maintain a prudent working capital buffer and preserve a high levelof balance sheet flexibility, in

acknowledgement of the ongoing risks presented by COVID-19 and other uncertainties.

1

There is no guarantee that these negotiations will result in a signed agreement on the terms currently envisaged or at all.

CAPITAL RAISING OVERVIEW
Offer size

-NZ$85 million

1

equity raising, comprising:

-NZ$75 million fully underwritten Placement

-NZ$10 million non-underwritten Retail Offer

together representing approximately 11.2% of Serko’s currently issued capital

2

Issue price

-New shares to be offered under the Placement at a price to be determined via a book build process today (subject to a floor price of

NZ$7.05 per share), representing:

-10.2% discount to the last close (NZ$7.85); and

-11.0% discount to the 5-day VWAP of NZ$7.92 prior to announcement

-The Australian dollar Placement price will be determined using the AUD/NZD exchange rate as at 3.00pm (NZT) on 24 November 2021

-New shares from the Retail Offer will be priced at the lower of the Placement price or the 5-day VWAP over the last five days ofthe Retail

Offer period

Retail Offer

-Serko is offering up to NZ$10 million of newly issued ordinary shares to Serko’s eligible existing shareholders resident in Australia and New

Zealand (up to a maximum of NZ$50,000/A$46,500 per shareholder) under a Retail Offer

-Serko, at its discretion, has the ability to accept Retail Offer oversubscriptions

Ranking

-The new shares to be issued under both the Placement and Retail Offer will rank equally in all respects with Serko’s existingordinary shares

from allotment

Arranging

-Craigs Investment Partners and Cameron Partners are acting as Joint Arrangers, and Craigs Investment Partners and Ord Minnettare

acting as Bookrunners and Underwriters

1

The Serko board reserves the right to vary the size of the placement based on the size, quality and price level of investor demand.

2

At the underwritten floor price of NZ$7.05 per share.

34

|

TIMELINE
Offer announcement

Wednesday, 24 November 2021

Placement

Conduct placementWednesday, 24 November2021

Trading halt on NZX and ASXWednesday, 24 November2021

Announce completion and resume tradingThursday, 25 November2021

Settlement on the ASXTuesday, 30 November2021

Settlement on the NZXWednesday, 1 December 2021

Allotment and trading of shares on NZX and ASX Wednesday, 1 December 2021

Retail Offer

Retail Offer Record Date Tuesday, 23 November2021

Retail Offer Opens Tuesday, 30 November2021

Retail Offer Closes Tuesday, 14 December 2021

Settlement on the ASX Monday, 20 December 2021

Settlement on the NZXTuesday, 21 December 2021

Allotment of shares on NZX and ASXTuesday, 21 December 2021

Trading of shares on NZXTuesday, 21 December 2021

Trading of shares on ASX Wednesday, 22 December 2021

35

|

36

Company Snapshot and Key Risks
37

|

ABOUT SERKO
FOUNDED IN 2007

Innovative Solutions

Serko is a technology company focused on

innovative solutions that address the

challenges of corporate travel and expense

management. The majority of Serko’s

revenue comes from Travel Management

Companies (TMCs) (“Resellers”), who

provide our online travel booking (OBT)

solution to their corporate customers.

Serko also sells Expense management

solutions to corporate customers directly.

Market Leader

Serko is a leading supplier of travel

technology solutions for TMCs in Australasia

and is now expanding into Northern

Hemisphere markets with multiple signed

reseller agreements in North America and a

global agreement to power an upgraded

Booking.com for Business offering.

NZX/ASX Listed

Serko listed on the New Zealand stock

exchange in June 2014. In June 2018, Serko

listed as a foreign exempt listing on the

Australian Securities Exchange. Serko

trades under the ticker ‘SKO’ on both

exchanges.

Serko employs around 300 people

worldwide with its HQ in New Zealand, and

offices across Australia, the U.S. and China

For further information refer to Serko’s website www.serko.comand its 2021 Annual Report which can be found under Investor Centre.

38

|

Zeno TravelZeno Expense
Zeno Travel is an

Online

Booking Tool (OBT)

that

corporate travellers use to

book flights, trains, hotels,

rental cars and airport

transfers in line with their

corporate travel policies.

Zeno Expense

automates

the process

of corporate

card and out-of-pocket

expense submission,

reconciliation and

reimbursement.

SERKO PRODUCTS

39

|

KEY RISKS
Like any investment, there are risks associated with an investment in Serko shares. Before investing in Serko, you should be aware than an investment in Serko has a number of risks, some of

which are specific to Serko and some of which relate to listed securities generally, and many of which are beyond the controlofSerko. Additionally, some risks may be unknown and other risks,

currently believed to be immaterial, could turn out to be material. Whilst the section below aims to highlight some of the key risks, it is not exhaustive.

Investors should be aware that the spread of COVID-19 and the actions taken in response by governments in New Zealand and other countries, including border controls and travel restrictions,

and the resulting effects on the global economy have had, and are likely to continue to have, a material adverse effect on Serko, its financial performance and position, liquidity, financial

condition and results of operations. It is also likely that there will be further unforeseen negative impacts from the COVID-19 pandemic, of an as-yet unknown magnitude and duration. It is not

currently clear when these negative impacts will begin to abate. Serko will continue to respond to the challenges facing it, butthere is no certainty as to the severity or likelihood of such

unforeseen impacts arising nor whether any mitigating action can be taken or will be effective.

Before deciding whether to invest in Serko shares, you must make your own assessment of the risks associated with the investment, including the inherent uncertainties due to the impact of

COVID-19 noted above, and consider whether such an investment is suitable for you having regard to all other Serko continuous disclosure announcements and publicly available information,

and consult your financial adviser and other professional advisers.

Travel industry disruption and the impact of COVID-19

Serko's operating and financial performance is dependent on the health of the travel industry generally. A decline in the domestic and/or international travel industry, whether as the result of a

particular event (such as a war, terrorist attack, outbreak of disease epidemic/pandemic or a natural disaster, such as earthquakes or volcanic ash clouds), economic conditions (such as a

decrease in consumer and business demand), or any other factors would have a material adverse effect on Serko's operating andfinancial performance.

The events relating to COVID-19 have resulted in unprecedented restrictions on domestic and international travel, major reductions in airline capacity and general disruption to the tourism

industry. The extent of the effects of the COVID-19 outbreak on Serko's business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future

developments. These include, but are not limited to, the severity, extent and duration of the global pandemic and its impact on the travel industry and consumer spending more broadly; actions

taken by national, state and local governments to contain the disease or treat its impact, including travel restrictions and bans, required closures of non-essential businesses, vaccination levels

and aid and economic stimulus efforts, the speed and extent of the recovery across the broader travel ecosystem; short-term and long-term changes in travel patterns, including business travel;

and the duration, timing and severity of the impact on customer spending, including the economic recession resulting from thepandemic. There is no certainty that demand for Serko's services

will normalise to a level existing prior to the impact of COVID-19 (or how long such normalisation could take), even once the domestic and international travel restrictions are lifted.

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KEY RISKS (continued)
Global travel trends generally

Serko’s revenue is highly dependent on transaction volumes in the global travel industry, particularly air travel transactionvolumes. Serko's revenue is largely tied to travel suppliers’ transaction

volumes booked via the Serko platform rather than to the unit pricing for travel products booked (e.g. airplane tickets or hotelrooms). This revenue is generally not contractually committed to

recur annually under Serko's agreements with its travel suppliers and as a result, is highly dependent on the health of the global travel industry. Serko’s revenue is therefore highly susceptible to

declines in or disruptions to business travel that may be caused by factors entirely out of Serko's control. It is currently unclear what the medium to long-term impact of the COVID-19 pandemic

will be on the level of demand for business and other travel. Various other factors may cause temporary or sustained disruption to leisure and business travel. The impact these disruptions would

have on Serko’s business depend on the magnitude and duration of such disruption. Such factors include, amongst others, an increased focus on the environmental impact of travel, which may

include travelers electing not to fly (and instead traveling via rail or other ground travel) as a result of an increased globalfocus on reducing carbon emissions. To the extent that there is a

sustained decline in business travel that continues after the government restrictions and other short-term factors impacting global business travel have been lifted, whether due to lingering

health and safety concerns, changes in attitudes towards business travel, the increased use of alternatives such as video conferencing, or for other reasons, this could have a materially adverse

impact on Serko’s financial performance.

Booking.com for Business platform

Serko’s current revenue forecast includes expected revenue generation from the Zeno powered Booking.com for Business platform(“BBZ”) and the anticipated growth of the BBZ platform’s use

in the business travel marketplace. Serko is currently looking to expeditiously undertake the next stage of the roll-out of BBZto maximiseand capture revenue opportunities as global business

travel recovers. Despite this, BBZ is a new product offering and as such, any revenue forecasts are sufficiently uncertain. In addition to the extent and pace of global business travel recovery as

noted above, there are also risks in growing the BBZ platform that the costs of the roll-out are higher than forecast, uptake and growth less than forecast, and that revenues do not materialize

as anticipated. The market for the services Serko offers, including BBZ, is increasingly and intensely competitive. Serko faces increased competition in the business travel booking solutions space,

including by other corporate travel management service providers. Some of these competitors may have more financial resources, greater name recognition, well-established client bases,

differentiated business models or a broader global presence than Serko, which may make it difficult for Serko to retain or attract new corporate travel clients in this next phase of the BBZ roll-

out, which may result in BBZ revenues being less than forecast.

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KEY RISKS (continued)
Competitor risks / reseller relationships

Serko competes globally with both online and traditional travel reservation and related services. The markets for the services Serko offers is intensely competitive, constantly evolving and subject

to rapid change, and current and new competitors can launch new services at a relatively low cost. Serko also competes with certain companies that it does business with, including some of its

travel partners and related parties. Travel service providers, including airlines, hotel chains and rental car companies withwhich Serko conducts business, compete with Serko in online channels

to drive consumers to their own platforms in lieu of third-party distributors such as Serko. Further, the consolidation of Serko’s competitors and travel partners may affect Serko’s relative

competitiveness and its travel partner relationships. Travel technology is rapidly evolving as travel suppliers seek new or improved means of accessing their customers and

increasing value. Serko must continue to innovate and evolve to respond to the changing needs of travel suppliers and meet intense competition. As travel suppliers adopt innovative solutions

that function across channels, Serko’s operating results could suffer if it does not foresee the need for new products or services to meet competition. In addition, Serko’s competitors are

constantly evolving, including increasing their product and service offerings through organic research and development or through strategic acquisitions. As a result, Serko must continue to

invest significant resources in research and development in order to continually improve the speed, accuracy and comprehensiveness of our services and Serko may be required to make

changes to its technology platforms or increase its investment in technology, increase marketing, adjust prices or business models and take other actions, which could affect Serko’s financial

performance and liquidity

Key person risk

Serko’s operating and financial success is dependent upon the experience of its directors, key senior management and staff generally. The loss of any personnel, as well as high staff turnover

could cause disruption to the conduct of Serko’s business in the short term and negatively affect Serko’s operating and financial performance. Serko is dependent on the continuing service of its

directors as well as other key executives. The loss of key executives or the delay in their replacement, or the inability toattract key executives with the requisite skills and experience, could

materially and adversely affect Serko’s ability to implement its business strategies. Serko’s success also depends on the continued efforts and ability to hire and retain skilled travel and other

professionals (including, for example, information technology, business development, product management, sales and finance professionals) with the requisite industry and/or technical

experience. The dynamic and rapid changes in the travel industry requires Serko’s skilled professionals to keep abreast of changing industry standards and trends to adapt to the changing

requirements and business environment. Competition to attract such skilled professionals and personnel is intense and there is no assurance that Serko will be successful in retaining or

attracting skilled professionals and the lack of availability of such skills may materially and adversely affect operations, performance and reputation of Serko.

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KEY RISKS (continued)
Information technology and cybersecurity risk

Serko relies on the performance, reliability and availability of its information technology, communication and other businesssystems. Any damage or interruption to, or failure of, Serko's key

systems may result in significant disruptions to Serko's business. Any failures of, or malicious attacks on, Serko's business systems, a breach of Serko's cybersecurity measures or any other

compromise to the security of data (including any personal information / data) held by Serko may similarly impact both Serko's business and its reputation. Financial penalties for data breaches

can be significant, which if levied on Serko could have an adverse effect on the reputation and the financial performance of Serko.

General economic conditions

Serko's operating and financial performance is influenced by a variety of general economic and business conditions in New Zealand and overseas. A prolonged deterioration in general

economic conditions, including a decrease in consumer and business demand, would likely have a material adverse effect on Serko's business or financial condition (or both). This risk is

heightened in the current uncertain economic environment.

In light of recent New Zealand and global macroeconomic events, including but not limited to the global impact of COVID-19, it is possible that New Zealand and Australia will experience an

economic downturn of uncertain severity and duration which is likely to affect spending on travel by businesses and the operating and financial performance of Serko. Furthermore, containment

measures implemented in response to COVID-19 are expected to result in significant and prolonged dislocation to economies globally, including in many of the markets in which Serko operates,

which could affect spending on travel in those markets, which would in turn impact on the operating and financial performanceofSerko.

Market volatility of Serko's shares

Any investment in equity capital carries general risks. Serko's shares are currently listed on NZX and ASX and are subject to the usual market-related forces which impact on Serko's share price.

There can be no assurance that trading in the shares following the offer will not result in the share price trading at levelsbelow the price paid by investors in the offer. The equity markets have in

recent times been subject to pronounced volatility due to the continuing impacts of COVID-19. There is no certainty that this recent volatility will not continue or worsen, which could have a

materially adverse impact on the market price of Serko's shares.

Factors such as the risk factors disclosed in this presentation as well as other factors could cause the market price of Serko'sshares to decline or to materially fluctuate. It also is possible that new

market risks may develop as a result of the New Zealand or Australian markets experiencing extreme stress, or due to existingrisks (including the impacts of COVID-19) manifesting themselves in

ways that are not currently foreseeable.

A weakening in the New Zealand dollar as against other currencies will cause the value of the shares to decline in any portfoliowhich is denominated in a currency other than New Zealand

dollars.

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Appendix:
Foreign Selling Restrictions

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FOREIGN SELLING RESTRICTIONS
International Offer Restrictions

This document does not constitute an offer of ordinary shares (New Shares) of Serko in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any

person, and the New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.

Australia

This document and the offer of New Shares under the Placement is only made available in Australia to persons to whom a disclosure document is not required to be given under Chapter 6D of

the Australian Corporations Act 2001 (Cth) (Australian Corporations Act). This document is not a prospectus, product disclosure statement or any other form of formal “disclosure document” for

the purposes of the Australian Corporations Act, and is not required to, and does not, contain all the information which would be required in a disclosure document under the Australian

Corporations Act. If you are in Australia, this document is made available to you provided you are a person to whom an offer of securities can be made without a disclosure document such as a

professional investor, sophisticated investor or wholesale client for the purposes of Chapter 6D of the Australian Corporations Act. This document has not been lodged or registered with the

Australian Securities and Investments Commission. The persons referred to in this document may not hold Australian financial services licences and may not be licensed to provide financial

product advice in relation to securities. No “cooling-off” regime will apply to an acquisition of any interest in Serko. This document does not take into account the investment objectives, financial

situation or needs of any particular person. Accordingly, before making any investment decision in relation to this document,you should assess whether the acquisition of any interest in Serko is

appropriate in light of your own financial circumstances or seek professional advice.

If you acquire the New Shares under the Placement in Australia then you:

•represent and warrant that you are a wholesale client; and

•represent and warrant that you are a professional or sophisticated investor;

•agree not to sell or offer for sale any New Shares issued under the Placement in Australia within 12 months from the date of their issue under the Placement, except in circumstances where:

•disclosure to investors would not be required under Chapter 6D of the Australian Corporations Act; or

•such sale or offer is made pursuant to a disclosure document which complies with Chapter 6D or Chapter of the Australian Corporations Act.

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FOREIGN SELLING RESTRICTIONS
Hong Kong

WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Placement. If you are in any

doubt about any of the contents of this document, you should obtain independent professional advice. This document has not been,and will not be, registered as a prospectus under the

Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) (the “C(WUMP)O”), nor has it been authorised by the Securities and Futures Commission in

Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”). No action has been taken in HongKong to authorise or register this document or to permit

the distribution of this document or any documents issued in connection with it. Accordingly, (i) the New Shares may not be offered or sold in Hong Kong by means of this document or any

other document other than (a) to "professional investors" as defined in the SFO and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a

"prospectus" as defined in the C(WUMP)O or which do not constitute an offer to the public within the meaning of the C(WUMP)O;and (ii) no person shall issue or possess for the purposes of

issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the New Shares which is directedat, or the contents of which are likely to be accessed or read

by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to theNew Shares which are or are intended to be disposed of only to

persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO. No person allotted New Shares may sell, or offer to sell, such shares in

circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares.

Singapore

This document and any other materials relating to the New Shares has not been and will not be registered as a prospectus withthe Monetary Authority of Singapore (“MAS”). Accordingly, the

New Shares may not be offered or sold or made the subject of an invitation for subscription or purchase, nor may this document or any other document or material in connection with the offer

or sale, or invitation for subscription or purchase, of the New Shares be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an "institutional

investor" or an "accredited investor" pursuant to the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), in accordance with the conditions of any other applicable provision

(including resale restrictions) of the SFA. Notification under Section 309B(1)(c) of the SFA -in connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)

Regulations 2018 (the “CMP Regulations 2018”) of Singapore, Serko has determined the classification of the New Shares as prescribed capital markets products (as defined in the CMP

Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations

on Investment Products).

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FOREIGN SELLING RESTRICTIONS
Switzerland

This document is not intended to constitute an offer or solicitation to purchase or invest in the New Shares described herein. The New Shares may not be publicly offered, sold or advertised,

directly or indirectly, in, into or from Switzerland but may be offered to individually approached professional investors as defined in Article 4 of the Swiss Financial Services Act ("FinSA") and no

application has been or will be made to admit the New Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other

offering or marketing material relating to the New Shares constitutes a prospectus compliant with the requirements of Article652a or 1156 of the Swiss Code of Obligations or the listing rules of

SIX Exchange Regulation or pursuant to the FinSAfor a public offering of the New Shares and neither this document nor any other offering or marketing material relating to the New Shares may

be distributed or otherwise made publicly available in, into or from Switzerland.

Neither this document nor any other offering or marketing material relating to the offering of the New Shares has been or will be filed with or approved by any Swiss regulatory authority or any

review body. This document is personal to the recipient only and not for general circulation in Switzerland.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the

meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”) has been published or is intended to be published in respect of the New Shares. This document is

issued on a confidential basis to “qualified investors” (within the meaning of Section 86(7) of the FSMA) in the United Kingdom,and the New Shares may not be offered or sold in the United

Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to Section 86(1) of

the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been

communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom incircumstances in which Section 21(1) of the FSMA does

not apply to Serko. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling

within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in

Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”). The

investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in onlywith, relevant persons. Any person who is not a relevant person

should not act or rely on this document or any of its contents.

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FOREIGN SELLING RESTRICTIONS
United States

This document may not be distributed or released in the United States. This document does not constitute an offer to sell, ora solicitation of an offer to buy, securities in the United States or in

any other jurisdiction in which such an offer would be illegal or impermissible. The New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any

state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United Statesunless they have been registered under the U.S. Securities Act (which

Serko has no obligation or intention to do or procure) or are offered and sold in a transaction exempt from, or in a transactionnot subject to, the registration requirements of the U.S. Securities

Act and other applicable securities laws.

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•Peak ATMR (AnnualisedTr a n s a c t i o n a l M o n t h l y R e v e n u e ) i s a n o n-GAAP measure. Serko uses this as an indicator of recurring revenues from Serko
products. It is calculated by annualisingthe combination travel and expense platform monthly revenues for the most recent non-seasonal month. The

travel platform revenue is annualisedby taking the monthly online booking transactions divided by the number of weekdays for that month multiplied by

the average ARPB and multiplied by 260 days.The expense platform revenue is based on the monthly revenue from active users multiplied by 12

months.The impacts COVID-19 is having on the current operating environment means ATMR is a less reliable indicator of future growth potential than it

was pre-COVID.

•ARPB (Average Revenue Per Booking) is a non-GAAP measure.Serko uses this as a useful indicator of the revenue value per travel booking.It is

calculated by taking total Recurring Product Revenue divided by the total number of online bookings.

•To t a l t r a v e l b o o k i n g s i n c l u d e b o t h o n l i n e a n d o f f l i n e t r a n s a c t i o n s u n l e s s o t h e r w i s e s t a t e d .

•To t a l o p e r a t i n g r e v e n u e (a non-GAAP measure) is revenue excluding income from grants and finance income; total income includes grants.

•Recurring product revenue is a non-GAAP measure.Recurring revenue is derived from transactions and usage of Serko products by contracted

customers. It excludes revenues from customisedsoftware development (services revenue).

•Product design and development costs is a non-GAAP measure representing the internal and external costs related to research, development, design and

maintenance of software, both expensed and capitalised but excluding depreciation and amortisation.

•Operating costs is a non-GAAP measure which excludes costs relating to taxation, interest, depreciation, and amortisationcharges.

•EBITDA is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation and Amortisation.

•FTE = Full time equivalent employee.

DEFINITIONS

Serko Limited, 125 The Strand, Parnell, Auckland, New Zealand

T: +64 9 309 4754

investor.relations@serko.com

Incorporated in New Zealand ARBN 611 613 980

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Thank you

---

Template
Corporate Action Notice

(Other than for a Distribution)

Updated as at 17 October 2019


Page 1 of 2

Section 1: issuer information (mandatory)

Name of issuer Serko Limited

Class of Financial Product Ordinary Shares

NZX ticker code SKO

ISIN (If unknown, check on NZX

website)

NZSKOE0001S7

Name of Registry Link Market Services Limited

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share purchase

plan

X

Renounceable

Rights issue


Capital

reconstruction


Non

Renounceable

Rights issue


Call Bonus issue

Record date 23 November 2021

Ex-Date (one business day before the

Record Date)

22 November 2021

Currency NZD

Section 2: Share purchase plans (delete if not applicable)

Number of financial products to be

issued

OR

Maximum dollar amount of

Financial Products to be issued

Up to NZ$50,000 (comprising a share purchase plan

component of NZ$15,000, with provision to apply for up to

a further NZ$35,000) per eligible shareholder / beneficial

owner with a registered address in New Zealand or

Australia, for an aggregate offer size of up to $10 million.

SKO reserves the right to, at its absolute discretion, allow

oversubscriptions.

Minimum application amount (if

any)

N/A

Subscription Price The lower of:

(a) the price paid by SKO's investors in the

placement announced on 24 November 2021; or

(b) the five day volume weighted average price of

ordinary shares in SKO on the NZX during the last

five trading days of the Retail Offer period, up to,

and including, the closing date of the Retail Offer.

Scaling reference date By reference to holdings at Record Date

Closing Date 14 December 2021

Allotment Date 21 December 2021

2 of 2
Section 3: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Shane Sampson

Contact person for this announcement Shane Sampson

Contact phone number +64 9 884 5916

Contact email address investor.relations@serko.com

Date of release through MAP 24 November 2021

---

1
Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand

PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545, company.secretary@serko.com

Incorporated in New Zealand ARBN 611 613 980


Market Release

24 November 2021



Notice Pursuant to Clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct

Regulations 2014

Serko releases Cleansing Notice in relation to Offer of Shares



1. Serko Limited (NZX/ASX:SKO) ("Serko") today announced that it intends to undertake a capital

raising, comprising:

(a) a fully underwritten placement of NZ$75 million of newly issued ordinary shares to

institutional and other select investors (the "Placement"); and

(b) a retail offer to Serko's eligible existing shareholders with an address in New Zealand or

Australia to raise up to NZ$10 million (with the ability to accept oversubscriptions at its

discretion to ensure that it has sufficient flexibility to cater for demand from its retail

shareholder base), which is not underwritten (the "Retail Offer"),

(together, the "Offer").

2. The Placement opens today, 24 November 2021. The Retail Offer will open on or around 30

November 2021.

3. The Offer is being made in reliance upon the exclusion in clause 19 of schedule 1 to the Financial

Markets Conduct Act 2013 ("Act").

4. This notice is provided under:

(a) subclause 20(1)(a) of schedule 8 to the Financial Markets Conduct Regulations 2014

("Regulations"); and

(b) paragraph 708A(12G) of the Corporations Act 2001 (Cth) (“Corporations Act”) as

notionally inserted by ASIC Instrument 18-0299; and

(c) ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended

by ASIC Instrument 21-0975.

5. Serko will issue the relevant securities under the Placement and Retail Offer components of the

Offer without disclosure to investors under Part 6D.2 of the Corporations Act.

6. As at the date of this notice:


2

Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand

PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545, company.secretary@serko.com

Incorporated in New Zealand ARBN 611 613 980


(a) Serko is in compliance with the continuous disclosure obligations that apply to it in

relation to ordinary shares in Serko;

(b) Serko is in compliance with its financial reporting obligations (as defined in subclause

20(5) of schedule 8 to the Regulations);

(c) Serko has complied with its obligations under Rule 1.15.2 of the ASX Listing Rules; and

(d) there is no information that is "excluded information" (as defined in subclause 20(5) of

schedule 8 to the Regulations) in respect of Serko.

7. The Offer is not expected to have any material effect or consequence on the control of Serko

within the meaning set out in clause 48 of Schedule 1 of the Act.


This announcement has been authorised for release to NZX and ASX by:

Shane Sampson, Chief Financial Officer

Phone: +64 9 884 5916

Email: investor.relations@serko.com


Ends


Investor Relations Enquiries:

Shane Sampson, Chief Financial Officer

Phone: +64 9 884 5916

Email: investor.relations@serko.com

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.