Serko announces opening of NZ$10 million retail offer

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

3471-4026-5239 7 1
Market Release
30 November 2021
Serko announces opening of NZ$10 million retail offer
Serko Limited (NZX/ASX:SKO) ("Serko"), a leader in online travel booking and expense management
for business, is pleased to announce the opening of its NZ$10 million non-underwritten retail offer
("Retail Offer"). The Retail Offer is part of Serko's equity raising initiative announced on 24 November
2021, whereby Serko also undertook a fully underwritten NZ$75 million placement of new shares to
institutional and other select investors in both local and offshore markets ("Placement"). Serko
announced the successful completion of the Placement bookbuild on 25 November 2021, which was
well supported and fully subscribed at the price determined in the bookbuild of NZ$7.05 per share.
Eligible retail Serko shareholders with a registered address in New Zealand or Australia at the record
date of 23 November 2021 will receive their application forms to apply for up to a maximum of
NZ$50,000 / A$46,500 of new shares per shareholder. The price of these shares will be the lower of
the price paid by investors in the Placement, being NZ$7.05, or the five day volume weighted average
price of Serko shares traded on the NZX during the last five days of the Retail Offer period. If scaling
of the Retail Offer is required, it will be done so with reference to existing holdings at the record date,
being 23 November 2021. Serko may accept oversubscriptions at its sole discretion.
The Retail Offer Document, together with an application form, will be sent to eligible retail Serko
shareholders today and can be found online at serko.capitalraise.co.nz
. Given the present uncertainties
with respect to postal deliveries, shareholders wishing to apply for new shares under the Retail Offer
are encouraged to do so online.
The new shares to be issued under the Retail Offer will rank equally in all respects with Serko's existing
ordinary shares.
Key dates relating to the Retail Offer are set out in the Appendix to this announcement.
A copy of the Retail Offer Booklet accompanies this announcement.

Craigs Investment Partners Limited and Ord Minnett Limited acted as Joint Bookrunners and
Underwriters for the Placement and 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.
Ends
This announcement has been authorised for release to NZX and ASX by:
Shane Sampson
Chief Financial Officer
Phone: +64 9 884 5916
investor.relations@serko.com


For investor relations queries please contact:
Shane Sampson
Chief Financial Officer
Phone: +64 9 884 5916 investor.relations@serko.com

Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545 company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980

3471-4026-5239 7 2

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



Appendix – Key Dates for Retail Offer
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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



1
The timetable presented is indicative only and is subject to change without notice (subject to applicable laws and NZX Listing
Rules and ASX Listing Rules). All dates and times are New Zealand times (unless stated otherwise).

---

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KEY INFORMATION
EligibilityYou may participate in this retail offer(Retail Offer) if you werea shareholder of Serko Limited (Serko)
at 7:00pm NZT / 5:00pm AEDT on the Record Date of 23 November 2021, with a registered address in
New Zealand or Australia. You may not participate if you hold the Shares on behalf of another person
who resides outside New Zealand or Australia. In particular, you are not eligible to participate in the
Retail Offer if you are in the United States or are acting for the account or benefit of a person in the
United States. If you are acting for the account or benefit of a person in the United States, you are not
permitted to apply for or acquire Shares for, or for the account or benefit of, that person.
TransferabilityThe Offer made under this Retail Offeris personal to you. It cannot be transferred to another person.
Equal participation Each Eligible Shareholder has the right to apply for the same maximum value of Shares on the same
terms and conditions as each other Eligible Shareholder.
Application amount If you wish to participate in this Retail Offer, you apply for a dollar amount of Shares up to a maximum
of NZ$50,000 / A$46,500.
Issue Price of SharesThe Shares will be issued at the lower of the price paid by investors in Serko’s recent Placement, being
NZ$7.05 per Share or the five day VWAP during the last five trading days prior to, and including, the
Retail Offer Closing Date.
If you apply in Australian dollars, the issue price will be determined by reference to the NZ$:A$
exchange rate published by the New Zealand Reserve Bank on its website at 7:00pm NZT on the
Closing Date.
How to apply We encourage you to apply online at serko.capitalraise.co.nz. Alternatively, you can complete a hard
copy Application Form. You should read the instructions on the Application Form carefully.
If you are a Custodian, you also need to complete and return a Custodian Certificate. To determine
whether you are a Custodian, and how to obtain a Custodian Certificate, refer to clause 4 of the Terms
and Conditions. You need to return your completed Application Form (and, if applicable, a Custodian
Certificate) to the address on the Application Form. Applications MUST be received by the Share
Registrar by 5:00pm NZT on 14 December 2021 to be accepted.
Receiving your Shares You will receive your Shares on or about 21 December 2021, unless the Closing Date is extended.
Scaling Serko may accept applications for up to NZ$10 million of Shares in aggregate under this Retail Offer,
with the ability for Serko to accept oversubscriptions at its absolute discretion to ensure it has sufficient
flexibility to cater for demand from its retail shareholder base. If Serko receives applications for Shares
in excess of $10 million (plus the total amount of oversubscriptions accepted by Serko, if any), Serko
will scale back the number of Shares to be allotted under this Retail Offer to each Applicant by
reference to the shareholders' holding of Shares at 7:00pm NZT / 5:00pm AEDT on the Record Date of
the Retail Offer (see clause 3 of the Terms and Conditions for more information about scaling).
Defined words and expressions used in this document are capitalised – see Glossary for their definition.

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CONTENTS
KEY DATES*
DATE EVENT SUMMARY
23 November 2021 Record Date
The date on which Eligible Shareholders are determined (at 7:00pm NZT /
5:00pm AEDT).
30 November 2021 Opening Date
Retail Offer opens.
14 December 2021 Closing Date
The Retail Offer closes at 5:00pm NZT / 3:00pm AEDT, unless extended.
Online applications or Application Forms returned by mail, and payment must
be received by the Share Registrar by this time.
17 December 2021
Announce results of Retail
Offer
Announcement of the results of the Retail Offer is expected to be made on
the NZX and ASX.
20 December 2021 ASX Settlement Date
Settlement on the ASX.
21 December 2021 NZX Settlement Date
Settlement on the NZX.
21 December 2021 Allotment Date
Shares allotted on the NZX and ASX.
21 December 2021
Commencement of
trading on NZX
Tradingof Shares allotted under the Retail Offeris expected to commence on
the NZX.
21 December 2021 Despatch Date
Transaction confirmation despatched to participating shareholders.
22 December 2021
Commencement of
trading on ASX
Trading of Shares allotted under the Retail Offer is expected to commence on
the ASX.
* Serko reserves the right to alter the key dates for the Retail Offer (subject to NZX Listing Rules, ASX Listing Rules and applicable laws).
IMPORTANT INFORMATION
Page 4
CHAIR'S LETTER
Page 6
QUESTIONS AND ANSWERS
Page 8
TERMS AND CONDITIONS
Page 11
GLOSSARY
Page 17
DIRECTORY
Page 19

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IMPORTANT INFORMATION
GENERAL INFORMATION
This document has been prepared by Serko in connection with an offer of new ordinary Shares.
In New Zealand, the Retail Offer is made to Eligible Shareholders under the exclusion in Clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013 ("FMCA").
In Australia, the Retail Offer is made to Eligible Shareholders in accordance with the relief granted under ASIC Instrument 21-0975
(“ASIC Relief”) and with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended by the ASIC Relief
("ASIC Instrument"). The ASIC Instrument permits (among other things) Eligible Shareholders to subscribe for up to NZ$50,000 worth of
Shares under the Retail Offer.
This document is not a product disclosure statement or prospectus or other disclosure document for the purposes of the FMCA or
Corporations Act 2001 (Cth) or any other law, and does not contain all of the information which may be required in order to make an
informed investment decision about the Shares, the Retail Offer or Serko.
FURTHER IMPORTANT INFORMATION
A presentation providing further important information in relation to Serko and the Retail Offer has been published by Serko on 24
November 2021 (the "Investor Presentation"). A copy of the Investor Presentation and other important information released on 24
November 2021 are available at www.nzx.com and www.asx.com.au under the ticker code "SKO".
The Investor Presentation includes details of the rationale for the Retail Offer. It also provides a trading update and explains in more
detail the expected impact of the Retail Offer, including a non-exhaustive summary of certain key risks associated with Serko and the
Retail Offer.
You should read the Investor Presentation in full, as it contains important information to assist you in making an investment decision in
respect of the Retail Offer. In particular, you should read and consider the information under the heading “Key Risks” in the Appendix
of the Investor Presentation before making an investment decision.
ADDITIONAL INFORMATION
Serko is subject to continuous disclosure obligations under the NZX Listing Rules and the ASX Listing Rules. Market releases by Serko
are available at www.nzx.com and www.asx.com.au under ticker code SKO. You are strongly cautioned not to place undue reliance on
any forward-looking statements such as indications of, and guidance on, future earnings and financial position and performance in any
market releases made by Serko. This is particularly the case given that there is an increased risk of wide fluctuations and volatility in the
share prices for many listed companies, as a result of the ongoing impacts of COVID-19 on the share market, and in particular, the
travel industry.
Serko may, during the Retail Offer, make additional releases to NZX and ASX. Shareholders should monitor Serko's market
announcements during the period of the Retail Offer. Subject to applicable law, no release by Serko to the NZX or ASX will permit an
applicant to withdraw any previously submitted application without Serko's consent, whether or not there has been any permissible
variation of the Retail Offer.
The market price for the Shares may change between the date this Retail Offer opens, the date you apply for Shares under the Retail
Offer, and the date on which the Shares are allotted to you. Accordingly:
the price paid for Shares under the Retail Offer may be higher or lower than the price at which Shares are trading on the
NZX or the ASX at the time shares are issued under the Retail Offer;
the market price of new Shares following allotment may be higher or lower than the Issue Price; and
it is possible that up to or after the allotment of the new Shares, you may be able to buy Shares at a lower price than the
Issue Price.
OFFERING RESTRICTIONS
This document is intended for use only in connection with the Retail Offer to Eligible Shareholders with a registered address in New
Zealand or Australia. This document does not constitute an offer or invitation in any place in which, or to any person to whom, it
would not be lawful to make such offer or invitation. No action has been taken to permit a public offering of the Shares in any

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jurisdiction outside New Zealand or Australia. The distribution of this document (including an electronic version) in a jurisdiction
outside New Zealand and Australia may be restricted by law and persons who come into possession of it (including nominees, trustees
or Custodians) should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may contravene
applicable securities law. Serko disclaims all liability in respect of any such contravention by any other person.
In particular, this document does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States.The
offer and sale of the Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 ("U.S. Securities Act") or the
securities laws of any state or other jurisdiction of the United States and accordingly, the Shares may not be offered, sold or otherwise
transferred, directly or indirectly, in the United States, or to any person acting for the account or benefit of a person in the United
States (to the extent such person is acting for the account or benefit of a person in the United States).
No person may subscribe for, purchase, offer, sell, distribute or deliver the Shares, or be in possession of, or distribute to any other
person, any offering material or any documents in connection with the Shares, in any jurisdiction other than in compliance with all
applicable laws and regulations. Without limiting the foregoing, this document may not be sent to or distributed in the United States.
Serko may refuse any Application received from a person Serko does not consider may participate in the Retail Offer.
CHANGES TO THE OFFER
Subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws, Serko reserves the right to alter the dates set out in this
document. Serko reserves the right to withdraw the Retail Offer and the issue of new Shares at any time before the Allotment Date at
its absolute discretion.
NO GUARANTEE
No person named in this document (nor any other person) guarantees the Shares to be issued pursuant to the Retail Offer or warrants
the future performance of Serko or any return on any investment made pursuant to this document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this document does not constitute a recommendation to acquire Shares or financial product advice to you or any
other person. This document has been prepared without taking into account the investment objectives, financial, or taxation situation
or particular needs of any Applicant or investor.
Before deciding whether to invest in Shares, you must make your own assessment of the risks associated with an investment in Serko
(including the inherent uncertainties as to the impact of COVID-19 and the summary of the key risks as set out under the heading “Key
Risks” in the Appendix of the Investor Presentation), and consider whether such an investment is suitable for you having regard to
publicly available information (including the Investor Presentation), your personal circumstances and following consultation with a
financial or other professional adviser. Please read this document carefully and in full before making that decision.
PRIVACY
Any personal information you provide online or on the Application Form will be held by Serko and/or the Share Registrar at the
address set out in the Directory. This information will be used for the purposes of administering your investment in Serko. This
information will only be disclosed to third parties with your consent or if otherwise required by law. Under the Privacy Act 2020 (NZ) or
the Privacy Act 1988 (Aus) (as applicable), you have the right to access and correct any personal information held about you.
ENQUIRIES
Enquiries about the Retail Offer can be directed to an NZX Primary Market Participant, ASX broker, or your solicitor, accountant or
other professional adviser. If you have any questions about how to apply online, the details shown on the Application Form or how to
complete the Application Form, please contact Serko’s Share Registrar (refer to page 20 for contact details).
DEFINED TERMS
Capitalised terms used in this document have the specific meaning given to them in the Glossary at the back of this document.

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Dear Serko Shareholder
SERKO LIMITED – RETAIL OFFER
On behalf of the board of directors of Serko, I am pleased to provide Eligible Shareholders the opportunity to subscribe for Shares in
Serko through this Retail Offer. Eligible Shareholders are all persons who were recorded in Serko’s share register at 7:00pm NZT /
5:00pm AEDT on 23 November 2021 as being a holder of Serko Shares and having an address in New Zealand or Australia.
The Retail Offer is part of Serko’s equity raising initiative announced on 24 November 2021, whereby Serko undertook a fully
underwritten NZ$75 million placement of Shares to institutional and other select investors at the price determined in the bookbuild of
NZ$7.05 per Share (the "Placement"). Serko is seeking to raise up to NZ$10 million under the Retail Offer, however, Serko can elect to
accept oversubscriptions at its absolute discretion to ensure that it has sufficient flexibility to cater for demand from its retail
shareholder base.
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 increase 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 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 $62 million 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.
The board considers that it is important to offer a Retail Offer to all eligible New Zealand and Australian shareholders of Serko to
enable them to participate in the capital raising and acquire new Serko Shares at the same price or lower than the Placement. Each
Eligible Shareholder may elect to subscribe for up to NZ$50,000 / A$46,500 of Serko Shares, subject to scaling.
The price per Share under the Retail Offer will be the lower of NZ$7.05, being the price paid by investors in Serko’s recent Placement,
or the five-day VWAP during the last five trading days prior to, and including, the Retail Offer Closing Date. Furthermore, the Retail
Offer provides Eligible Shareholders the opportunity to purchase additional Shares in Serko without incurring brokerage or other
transaction costs.
1
There is no guarantee that these negotiations will result in a signed agreement on the terms currently envisaged or at all.

7
Details of the Retail Offer, including terms and conditions of the Retail Offer and an explanation of how you can participate, are
contained in this document and the Application Form. All documents relating to the Retail Offer as well as the Investor Presentation
and other important information released on 24 November 2021 are available online at serko.capitalraise.co.nz. We encourage you to
read these documents carefully before you decide whether to participate. Given the present uncertainties with respect to postal
timing, we encourage all shareholders that wish to do so to apply online. Please note that if Serko receives applications in excess of
$10 million (plus the total amount of oversubscriptions accepted by Serko, if any), applications will be scaled back on a proportionate
basis in accordance with the number of Serko Shares held by the Applicant on the Record Date (being 7:00pm NZT on 23 November
2021).
We also suggest that you seek financial, investment or other professional advice before making an investment decision.
If you wish to participate in the Retail Offer, you must ensure that your Application Form (and, if you are a Custodian as defined in
clause 4.1 of the Terms and Conditions, your Custodian Certificate), is completed allowing sufficient time for it to be received by
5:00pm NZT on 14 December 2021. Online applications or Application Forms returned by mail must be received by Serko’s Share
Registrar, Link Market Services Limited, no later than 5:00pm NZT on 14 December 2021. Shares under the Retail Offer are expected to
be allotted on or around 21 December 2021, unless the Closing Date is extended.
On behalf of the board, please consider this opportunity and we sincerely thank you for your ongoing support of Serko.
Yours sincerely
Claudia Batten
Chair
Serko Limited

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QUESTIONS AND ANSWERS
DEFINED WORDS AND EXPRESSIONS USED IN
THIS RETAIL OFFER ARE CAPITALISED - SEE
THE GLOSSARY FOR THEIR DEFINITION.
THESE QUESTIONS AND ANSWERS ARE A
SUMMARY ONLY AND YOU SHOULD REFER
TO THE TERMS AND CONDITIONS FOR
FURTHER INFORMATION.
1.WHAT IS THE RETAIL OFFER?
The Retail Offer allows Eligible Shareholders to purchase
Shares in Serko without incurring brokerage or other
transaction costs. You are eligible to participate in the Retail
Offer if you are a shareholder of Serko and:
a)you were registered as a holder of fully paid Shares
at 7:00pm NZT / 5:00pm AEDT on the Record
Date, which is 23 November 2021;
b)your registered address is in New Zealand or
Australia;
c)you are not in the United States and you are not
acting for the account or benefit of a person in the
United States (or in the event that you are acting
for the account or benefit of a person in the United
States, you are not applying for, or acquiring, any
Shares for the account or benefit of that person);
and
d)you do not hold the Shares on behalf of another
person who resides outside of New Zealand or
Australia.
2.WHAT IS THE PRICE OF THE SHARES AND
HOW MANY CAN I PURCHASE?
The Issue Price will be the lower of:
NZ$7.05, being the price paid by investors in
Serko’s recent Placement (representing a 10.2%
discount to the closing price of Serko Shares on
the NZX of NZ$7.85 on 23 November 2021); or
the five day VWAP during the last five trading days
prior to, and including, the Retail Offer Closing
Date.
The Issue Price determined above is a New Zealand dollar
amount. If you apply for an Australian dollar amount of
Shares, Serko will convert the New Zealand dollar Issue Price
to Australian dollars at the NZ$:A$ exchange rate published
by the New Zealand Reserve Bank on its website at 7:00pm
NZT on the Closing Date. The market price of the Shares
may change between the Opening Date, the date you apply
for Shares under the Retail Offer, and the Allotment Date.
The risks associated with this potential market fluctuation are
described in question 6 below.
Eligible Shareholders may elect to apply for a dollar amount
of Shares of up to a maximum amount of NZ$50,000 /
A$46,500, subject to scaling. If you apply for an Australian
dollar amount of Shares and the exchange rate varies such
that the dollar amount you applied for exceeds the
NZ$50,000 limit, Shares having a total issue price equal to
NZ$50,000 will be issued to you and you will be refunded the
excess cash amount.
If you wish to participate in the Retail Offer, you should
complete the Application Form in accordance with the
instructions set out in question 7 below and elect a payment
method, for the value of the amount applied for on the
Application Form. If you are a Custodian, you will also need to
complete and lodge together with your Application Form a
Custodian Certificate. To determine whether you are a
Custodian, and how to obtain a Custodian Certificate, refer to
clause 4 of the Terms and Conditions.
Serko is inviting applications for up to NZ$10 million in
aggregate under the Retail Offer, with the ability for Serko to
accept oversubscriptions at its absolute discretion to ensure
that it has sufficient flexibility to cater for demand from its
retail shareholder base.
Serko reserves the right to, at its absolute discretion, scale any
application for Shares under the Retail Offer. If Serko receives
applications in excess of $10 million (plus the total amount of
oversubscriptions accepted by Serko, if any), Serko will scale
back all applications on a proportionate basis in accordance
with the number of Serko Shares held by the Applicant (or, in
the case of an application made by a Custodian, the relevant
beneficial owner(s) named in the schedule submitted with the
Application Form) on the Record Date. If your application is
scaled back by Serko, your application monies will be greater
than the value of the new Shares you will be allotted at the
Issue Price and a refund will be issued in accordance with
clause 6 of the Terms and Conditions. The board of Serko
believes this is the most equitable manner in which to deal
with applications in excess of the funds required under the
Retail Offer.
Any fractional Shares allocated under the Retail Offer will be
rounded down to the nearest whole number of Shares.
3.WHAT RIGHTS WILL THE SHARES HAVE?
All Shares issued under the Retail Offer will be ordinary Shares
of Serko, ranking equally with existing Shares quoted on the
NZX and ASX with the same voting rights and other
entitlements. Specifically, Eligible Shareholders who subscribe
under the Retail Offer will be eligible to participate in any
future dividends to be declared by Serko.

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4.WHAT IF I OWN SHARES THROUGH A
TRUSTEE OR CUSTODIAN OR OWN
SHARES IN MORE THAN ONE CAPACITY?
If you own Shares through a trustee or Custodian, then
subject to certain certification requirements and other
conditions, you may instruct the trustee or Custodian to
purchase Shares on your behalf, up to the NZ$50,000 /
A$46,500 limit. If you own Shares through a trustee or
Custodian and also own Shares in your own name, then you
may either purchase Shares yourself or instruct your trustee
or Custodian to purchase Shares on your behalf. You may
not do both.
If you receive more than one copy of this document, or if you
hold Shares in more than one capacity (e.g. because you are
both a sole and joint holder of Shares), the maximum amount
you may apply to invest under the Retail Offer in all
capacities, and in aggregate, is NZ$50,000 / A$46,500. You
may not purchase some Shares on your own behalf and some
Shares as a joint holder. By applying to purchase Shares
under the Retail Offer, you represent that you have not
exceeded this NZ$50,000 / A$46,500 limit.
If you are an Eligible Shareholder and hold Shares as
Custodian, you may apply for up to NZ$50,000 / A$46,500
worth of new Shares for each beneficiary for whom you,
directly or indirectly, act as Custodian provided that you
complete, and submit, together with the Application Form, a
certificate (Custodian Certificate) certifying each of the
matters set out in clause 4.4 of the Terms and Conditions of
this Retail Offer.
5.IS THIS OFFER TRANSFERABLE TO
ANOTHER PERSON?
No. This Offer is personal to you and non-renounceable, so if
you elect not to purchase any Shares under the Retail Offer
you may not transfer your right to purchase Shares under the
Retail Offer to anyone else.
6.WHAT ARE THE RISKS OF INVESTING IN
THE RETAIL OFFER AND WHAT IF I CHOOSE
NOT TO PARTICIPATE IN THE RETAIL
OFFER?
The market price for the Shares may change between the
date this Offer opens, the date you apply for Shares under
the Retail Offer, and the date on which the Shares are allotted
to you. This is particularly the case given that there is an
increased risk of the wide fluctuations and volatility in the
share prices for many listed companies as a result of the
ongoing impacts of COVID-19 on the share market, and in
particular, the travel industry. Accordingly:
the price paid for Shares under the Retail Offer
may be higher or lower than the price at which
Shares are trading on the NZX or the ASX at the
time shares are issued under the Retail Offer;
the market price of new Shares following allotment
may be higher or lower than the Issue Price; and
it is possible that up to or after the allotment of the
new Shares, you may be able to buy Shares at a
lower price than the Issue Price.
The Share price is quoted on the NZX website: www.nzx.com
and ASX website: www.asx.com.au under the ticker code
"SKO".
Eligible Shareholders may choose to subscribe for up to
NZ$50,000 / A$46,500 of Shares pursuant to the Retail Offer,
subject to any scaling. While Serko has attempted to make
the Retail Offer as fair as possible for Eligible Shareholders by
providing for the individual application cap to be NZ$50,000 /
A$46,500 of Shares, and by providing that any scaling will be
in reference to individual shareholdings at 7:00pm NZT on the
Record Date, the Retail Offer is not in accordance with your
proportionate shareholding. Even if you participate in the
Retail Offer, your shareholding in Serko may change. Large
shareholders may not be able to obtain sufficient Shares to
maintain their percentage shareholding, while smaller
shareholders may be able to increase their percentage
shareholding. If you do not subscribe for any Shares under
the Retail Offer, and other shareholders do subscribe for
Shares, then your percentage shareholding in Serko will be
reduced.
You should:
a)seek your own financial advice in relation to this
Offer and your participation under the Retail Offer;
and
b)read the Investor Presentation in full, as it contains
important information to assist you in making an
investment decision in respect of the Retail Offer.
In particular, you should read and consider the
information under the heading “Key Risks” in the
Appendix of the Investor Presentation before
making an investment decision.
7.HOW DO I APPLY FOR SHARES UNDER THE
RETAIL OFFER?
If you wish to participate in the Retail Offer, you can do so
online at serko.capitalraise.co.nz. Alternatively, please follow
the step-by-step instructions set out on the reverse of the
enclosed personalised Application Form. If you are not
applying online, return your completed Application Form
(and, if applicable, your Custodian Certificate) with your
payment to the Share Registrar so that it is received by
5:00pm NZT on the Closing Date (14 December 2021). Please
allow adequate time for mail deliveries to be received.
Applications received after 5:00pm NZT / 3:00pm AEDT on

10
the Closing Date may not be accepted. Online applications
are encouraged.
By applying to purchase Shares under the Retail Offer, you
represent that you have not exceeded the NZ$50,000 /
A$46,500 (in aggregate) limit.
If an Application Form is rejected, all of the amounts paid will
be refunded to the relevant Applicant. If applications are
scaled back, the Applicant will receive the number of Shares
at the Issue Price accepted by Serko following scaling and a
refund of the balance of the relevant payment amount. All
refunds will be made without interest. Refunds will be issued
within five business days following the Allotment Date (see
clause 6 of the Terms and Conditions for more information).
You will not be able to withdraw or revoke your Application
Form once you have sent it in.
8.HOW LONG IS THE RETAIL OFFER OPEN
AND WHEN WILL I RECEIVE MY SHARES?
The Retail Offer opens on 30 November 2021 and is expected
to close at 5:00pm NZT / 3:00pm AEDT on 14 December
2021, unless extended. If you want to participate you should
ensure your application and payment is received by 5:00pm
NZT / 3:00pm AEDT on the Closing Date (14 December 2021).
If you are returning your Application Form by mail, please
allow adequate time for mail deliveries to be received.
Applications received after this time may not be accepted.
Online applications are encouraged.
You will receive Shares issued to you under the Retail Offer on
the Allotment Date, which is currently expected to be on or
around 21 December 2021. Confirmation of the number of
Shares issued to you under the Retail Offer will be sent on the
Despatch Date, currently expected to be on or around 21
December 2021.

11
TERMS AND CONDITIONS
IF YOU APPLY TO PARTICIPATE IN THE RETAIL OFFER BY COMPLETING THE APPLICATION FORM
(AND, IF APPLICABLE, A CUSTODIAN CERTIFICATE), ONLINE OR BY MAIL, YOU ARE ACCEPTING THE
RISK THAT THE MARKET PRICE OF SHARES MAY CHANGE BETWEEN THE OPENING DATE, THE DATE
YOU APPLY FOR SHARES UNDER THE RETAIL OFFER, AND THE ALLOTMENT DATE. THIS MEANS THAT
IT IS POSSIBLE THAT UP TO OR AFTER THE ALLOTMENT DATE, YOU MAY BE ABLE TO BUY SHARES
ON THE NZX OR THE ASX AT A LOWER PRICE THAN THE ISSUE PRICE.
WE ENCOURAGE YOU TO SEEK YOUR OWN FINANCIAL ADVICE REGARDING YOUR PARTICIPATION IN THE
RETAIL OFFER.
OFFER TIMETABLE
Record Date:
Eligible Shareholders registered at 7:00pm NZT / 5:00pm AEDT on 23 November 2021 may
participate in the Retail Offer.
Opening Date: The Offer opens on 30 November 2021. This document is mailed to Eligible Shareholders on
30 November 2021.
Closing Date:The Offer closes at 5:00pm NZT/ 3:00pm AEDTon 14 December2021, unless extended.
Online applications or Application Forms returned by mail, and payment in accordance with
the instructions provided must be received by the Share Registrar by this time. Application
Forms may, at Serko’s option, not be processed or held to be valid if they have not been
received by this time.
Announcement of Retail Offer
Results Date:
The completion, Issue Price and results of the Retail Offer will be announced on the NZX and
ASX on 17 December 2021.
ASX Settlement Date: Settlement on the ASX on 20 December 2021.
NZX Settlement Date: Settlement on the NZX on 21 December 2021.
Allotment Date: The Shares are proposed to be allotted on or around 21 December 2021, unless the Closing
Date is extended.
NZX Commencement of
trading:
Serko expects the Shares allotted under the Retail Offerwill commence trading on the
NZX on the Allotment Date.
ASX Commencement of trading: Serko expects the Shares allotted under the Retail Offer will commence trading on the ASX on
22 December 2021.
Despatch Date: Serko expects that a transaction confirmation will be despatched to you on or around 21
December 2021.
ELIGIBLE SHAREHOLDERS
2.1.You may participate in the Retail Offer if you are an Eligible Shareholder. You are not eligible to participate in the Retail Offer if
you are in the United States or are acting for the account or benefit of a person in the United States. If you are acting for the
account or benefit of a person in the United States, you are not permitted to apply for or acquire Shares for, or for the
account or benefit of, that person. Joint holders of Shares are taken to be a single registered holder of Shares for the purposes
of determining whether they are an Eligible Shareholder and the certification on the Application Form is taken to have been
given by all of them.
2.2.If you are an Eligible Shareholder, your rights under this Offer are personal to you and non-renounceable, so you may not
transfer them.

12
2.3.Serko accepts no liability where an Eligible Shareholder does not receive an Application Form, or does not receive the
Application Form in time.
ISSUE PRICE AND NUMBER OF SHARES
3.1.The Issue Price for Shares under the Retail Offer is the lower of:
(a)NZ$7.05, being the price payable by investors in Serko’s recent Placement (representing a 10.2% discount to the closing
price of Serko Shares on NZX of NZ$7.85 on 23 November 2021); or
(b)the five day VWAP during the last five trading days prior to, and including, the Retail Offer Closing Date.
3.2.Eligible Shareholders may elect to purchase Shares of up to a maximum amount of NZ$50,000 / A$46,500, subject to scaling,
by filling in the appropriate box on the Application Form. Any fractional Shares allocated under the Retail Offer will be
rounded down to the nearest whole number of Shares.
3.3.The Issue Price is a New Zealand dollar amount. If you apply for an Australian dollar amount of Shares, Serko will first convert
the Australian application amount to New Zealand dollars to determine the application amount is within the NZ$50,000 cap at
the A$:NZ$ exchange rate published by the New Zealand Reserve Bank on its website at 7:00pm NZT on the Closing Date.
Serko will then convert the New Zealand dollar Issue Price to Australian dollars at the NZ$:A$ exchange rate published by the
New Zealand Reserve Bank on its website at 7:00pm NZT on the Closing Date. The market price of the Shares may change
between the Opening Date, the date you apply for Shares under the Retail Offer, and the Allotment Date meaning that the
Issue Price paid for the shares may be below or above the market price when the Shares are issued, allotted or when they
commence trading.
3.4.If you apply for an Australian dollar amount of Shares and the exchange rate varies such that the dollar amount you applied
for exceeds the NZ$50,000 limit, Shares having a total issue price equal to NZ$50,000 (rounded to the nearest whole share)
will be issued to you and you will be refunded the excess cash amount.
3.5.Eligible Shareholders may only make a single application for Shares under the Retail Offer. This applies to all Eligible
Shareholders, including those who receive more than one offer under the Retail Offer (for example, because they hold Shares
in more than one capacity) and including whether the Eligible Shareholder is applying through a Custodian or on his or her
own behalf. Accordingly, if you own Shares through a trustee or Custodian and also own Shares in your own name, then you
may either purchase Shares yourself or instruct your trustee or Custodian to purchase Shares on your behalf. You may not do
both.
3.6.Serko is inviting applications for up to NZ$10 million in aggregate under the Retail Offer, with discretion for Serko to accept
oversubscriptions at its absolute discretion to ensure that it has sufficient flexibility to cater for demand from its retail
shareholder base. If Serko receives applications in excess of NZ$10 million (plus the total amount of oversubscriptions
accepted by Serko, if any), Serko will scale back all applications on a proportionate basis in accordance with the number of
Serko Shares held by the Applicant (or, in the case of an application made by a Custodian, the relevant beneficial owner(s)
named in the schedule submitted with the Application Form) on the Record Date. The board of Serko believes this is the most
equitable manner in which to deal with applications in excess of the funds required under the Retail Offer.
3.7.To the maximum extent permitted by law, Serko, the Joint Arrangers, the Joint Bookrunners and Underwriters and each of
their respective related bodies corporate and affiliates, and each of their respective directors, officers, partners, employees,
representatives and agents, disclaim all liability, including for negligence, for any failure to obtain any particular exchange rate,
or any movements in exchange rates, if exchanging the New Zealand Issue Price of Shares into Australian dollars. The Joint
Arrangers, the Joint Lead Bookrunners and Underwriters and Serko reserve the right to allocate entitlements to Shares under
the Retail Offer at their discretion.
CUSTODIANS
4.1.Under the Retail Offer, a Custodian is any Eligible Shareholder:
(a)in the case of any Eligible Shareholder having a registered address in New Zealand, that:
(i)is a trustee corporation or a nominee company and holds Shares in Serko by reason only of acting for another person
in the ordinary course of business of that trustee corporation or nominee company; or
(ii)holds Shares in Serko by reason only of being a bare trustee of a trust to which the Shares are subject.
(b)in the case of any Eligible Shareholder having a registered address in Australia, provides a custodial or depository service
in relation to shares of Serko and who:
(i)holds an Australian financial services licence covering the provision of a custodial or depository service;
(ii)is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or
depository service;
(iii)holds an Australian financial services licence covering the operation of an IDPS (as defined in ASIC Class Order
[CO/13/763]) or is a responsible entity of an IDPS-like scheme (as defined in ASIC Class Order [CO 13/762]);
(iv)is a trustee of a self-managed superannuation fund or a superannuation master trust; or

13
(v)is a registered holder of Shares and is noted on the register of members of Serko as holding the Shares on account of
another person.
4.2.Custodians may apply to purchase Shares for an amount greater than NZ$50,000 / A$46,500, provided that the Custodian
only applies for no more Shares than collectively have an aggregate application price of NZ$50,000 / A$46,500 for each
beneficial owner for whom the Custodian acts as a Custodian. Each beneficial owner may only direct the Custodian to apply
on behalf of that beneficial owner for a single share parcel.
4.3.Custodians must confirm to Serko that they are holding Shares as a Custodian for one or more beneficial owners and certify
the matters described in clause 4.4 below by providing a Custodian Certificate together with the Custodian’s Application Form.
To request a Custodian Certificate, or if you would like further information on how to apply for Shares as a Custodian, you
should contact Serko’s Share Registrar, Link Market Services Limited, at any time from 8:30am to 5:00pm NZT (Monday to
Friday) prior to the Closing Date on 14 December 2021.
4.4.If a Custodian applies to purchase Shares on behalf of one or more beneficial owners, the Custodian must certify to Serko in
writing the following matters in the form and manner set out in the Custodian Certificate (available on request from the Share
Registrar):
(a)that the Custodian held Shares on behalf of:
(i)one or more other persons that are not Custodians; and /or
(ii)another Custodian (Downstream Custodian) that holds beneficial interests in Shares on behalf of one or more other
persons to which those interests relate, on 23 November 2021 at 7:00pm NZT (each, a Participating Beneficiary) who
have subsequently instructed the Custodian, and/or the Downstream Custodian, to apply for Shares under the Retail
Offer on their behalf;
(b)the number of Participating Beneficiaries and their names and addresses;
(c)the number of Shares that the Custodian holds on behalf of each Participating Beneficiary;
(d)the dollar amount of Shares that each Participating Beneficiary has instructed the Custodian, either directly or indirectly
through a Downstream Custodian, to apply for on their behalf;
(e)that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds
NZ$50,000 / A$46,500:
(i)the application price for new Shares applied for on their behalf under the Retail Offer; and
(ii)the application price for any other Shares issued to the Custodian (as a result of an instruction given to the Custodian
or a Downstream Custodian) for that Participating Beneficiary under any arrangement similar to the Retail Offer in the
12 months prior to the application for new Shares under the Retail Offer;
(f)that a copy of this document was given to each Participating Beneficiary;
(g)where the Custodian holds Shares on behalf of a Participating Beneficiary indirectly, through one or more Downstream
Custodians, the name and address of each Downstream Custodian; and
(h)that the beneficial owner on whose behalf the Custodian is submitting an Application Form is not making an application as
an Eligible Shareholder for Shares under the Retail Offer, and no other Custodian is submitting an Application Form under
the Retail Offer for that beneficial owner.
4.5.Custodians are not permitted to participate in the Retail Offer on behalf of, and must not distribute this document or any
documents (including the Application Form) relating to this Retail Offer to, any person in the United States. In the event that a
Custodian is acting for the account or benefit of a person in the United States, it is not permitted to participate in respect of
that person.
COMPLETING THE APPLICATION FORM AND PAYING FOR SHARES
5.1.If you wish to participate in the Retail Offer, you must complete the online Application Form at serko.capitalraise.co.nz and
make payment in accordance with the instructions provided. Alternatively, complete and return by mail a printed Application
Form together with payment in accordance with the instructions set out in the Application Form. Please allow adequate time
for mail deliveries to be received. Applications received after 5:00pm NZT / 3:00pm AEDT on the Closing Date may not be
accepted. Online applications are encouraged. If you are a Custodian, you must also complete a Custodian Certificate which
may be obtained from Serko’s Share Registrar, Link Market Services Limited, as noted in clause 4.4 above.
5.2.Eligible Shareholders should make payment for the value of the amount applied for on the Application Form.
5.3.To be valid, your application (and, if applicable, Custodian Certificates) and payment must be received by Link Market Services
Limited by 5:00pm NZT / 3:00pm AEDT on 14 December 2021. Application Forms (and, if applicable, Custodian Certificates) or
payment received after that date will only be accepted at Serko’s discretion. Application Forms (and, if applicable, Custodian
Certificates) should be returned in the following manners:
BY EMAIL: applications@linkmarketservices.co.nz
(Please use “Serko Retail Offer” as the subject of the email)
Direct debit application only

14
BY HAND: Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West Auckland
or
Link Market Services Limited
Level 12, 680 George Street
Sydney
Australia
BY MAIL: Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
or
Link Market Services Limited
Locked Bag A14
Sydney South
NSW 1235
Australia
SERKO’S DISCRETION TO ACCEPT, REJECT OR SCALE BACK APPLICATIONS
6.1.Serko has discretion to accept or reject your Application Form to purchase Shares under the Retail Offer, including (without
limitation) if:
(a)your Application Form or Custodian Certificate (if applicable) is incorrectly completed or incomplete or otherwise
determined by Serko to be invalid;
(b)your payment is dishonoured or has not been completed correctly;
(c)it appears that you are applying to buy more than NZ$50,000 / A$46,500 (in aggregate) of Shares (except if you are a
Custodian applying on behalf of more than one beneficial owners in accordance with clause 4.2);
(d)your Application Form, Custodian Certificate (if applicable) or payment is received after the Closing Date. While Serko has
discretion to accept late Application Forms, Custodian Certificates (if applicable) and payments, there is no assurance that
it will do so. Late Application Forms, Custodian Certificates (if applicable) and payments, if not processed, will be returned
to you at your registered address. No interest will be paid on any application money returned to you;
(e)Serko believes that you are not an Eligible Shareholder or Custodian; or
(f)Serko considers that your application does not comply with these Terms and Conditions.
6.2.Serko reserves the right to scale back at its absolute discretion any application for Shares under the Retail Offer. If Serko
receives applications in excess of NZ$10 million (plus the total amount of oversubscriptions accepted by Serko, if any),Serko
will scale back all applications on a proportionate basis in accordance with the number of Serko Shares held by the Applicant
(or, in the case of an application made by a Custodian, the relevant beneficial owner(s) named in the schedule submitted with
the Application Form) on the Record Date. The board of Serko believes this is the most equitable manner in which to deal
with applications in excess of the funds required under the Retail Offer.
6.3.If an application is rejected, all of the relevant amounts will be refunded to the Applicant. If applications are scaled back, the
Applicant will receive the number of Shares at the Issue Price in respect of which the application is accepted and a refund of
the balance of the relevant application payment, being the difference between what was paid on application and the value of
the new Shares to be allotted at the Issue Price. All refunds will be made without interest.
6.4.Refunds will be made by direct credit to the bank account held by Serko’s Share Registrar, Link Market Services Limited.
Refunds will be issued within five business days following the Allotment Date.
SIGNIFICANCE OF SENDING IN AN APPLICATION / REPRESENTATIONS, WARRANTIES AND AGREEMENTS
7.1.If you apply to participate in the Retail Offer by completing and returning the Application Form either by mail or online (and, if
applicable a Custodian Certificate), you will be deemed to make the following representations, warranties and agreements:

15
(a)you have received, read and understood this document (including the "Important Information" section) and the Investor
Presentation (including the information under the heading “Key Risks” in the Appendix of the Investor Presentation) in their
entirety;
(b)your application, on these Terms and Conditions, will be irrevocable and unconditional (i.e. it cannot be withdrawn);
(c)you certify to Serko that you are an Eligible Shareholder entitled to apply for Shares under these Terms and Conditions;
(d)you agree to be bound by the Constitution of Serko;
(e)you certify that your acceptance of the Retail Offer will not be, or cause, a breach of any law in any jurisdiction;
(f)you certify to Serko that you are not applying for Shares under the Retail Offer with an application price in excess of
NZ$50,000 / A$46,500, even though you may have received more than one offer under the Retail Offer or received offers
in more than one capacity under the Retail Offer;
(g)without limiting Serko's discretion to accept or reject applications in clause 6 above, you authorise Serko (and its officers or
agents) to correct any error in, or omission from, your Application Form (and, if applicable, your Custodian Certificate) and
to complete the Application Form (and, if applicable, the Custodian Certificate) by the insertion of any missing details;
(h)you acknowledge that Serko may at any time irrevocably determine that your Application Form (and, if applicable, your
Custodian Certificate) is valid, in accordance with these Terms and Conditions, even if the Application Form (or, as
applicable, your Custodian Certificate) is incomplete, contains errors or is otherwise defective;
(i)you agree to indemnify Serko for, and to pay to Serko within five business days of demand, any dishonour fees or other
costs Serko may incur;
(j)you acknowledge that none of Serko, its advisers or agents has provided you with investment advice or financial product
advice, and that none of them has an obligation to provide advice concerning your decision to apply for and purchase
Shares under the Retail Offer;
(k)you acknowledge the risk that the market price for the Shares may change between the Opening Date, the date you apply
for Shares under the Retail Offer, and the Allotment Date. This is particularly the case given that there is increased risk of
wide fluctuations and volatility in the share prices for listed companies as a result of the ongoing impacts of COVID-19 on
the share market and, in particular, the travel industry. Accordingly, you acknowledge that:
(i)the price paid for Shares may be higher or lower than the price at which Shares are trading on the NZX or the ASX at
the time Shares are issued under the Retail Offer;
(ii)the market price of Shares following allotment may be higher or lower than the Issue Price;
(iii)it is possible that up to or after the Allotment Date, you may be able to buy Shares at a lower price than the Issue
Price; and
(iv)a change in the market price of Shares prior to the Issue Price being determined may affect the Issue Price;
(l)you acknowledge that Serko is not liable for any exercise of its discretions referred to in these Terms and Conditions;
(m)you are not in the United States and are not acting for the account or benefit of a person in the United States (or in the
event that you are acting for the account or benefit of a person in the United States, you are not applying for, or
acquiring, any Shares for the account or benefit of that person);
(n)you understand and acknowledge that the Shares have not been, and will not be, registered under the U.S. Securities Act
or the securities laws of any state or other jurisdiction of the United States, and accordingly, the Shares may not be
offered, sold or otherwise transferred, directly or indirectly, in the United States, or to any person acting for the account or
benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the
United States);
(o)you have not, and will not, send this document or any materials relating to the Retail Offer to any person in the United
States;
(p)if in the future you decide to sell or otherwise transfer the Shares, you will only do so in the regular way for transactions on
the NZX or the ASX where neither you nor any person acting on your behalf know, or have reason to know, that the sale
has been pre-arranged with, or that the purchaser is, a person in the United States;
(q)if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are applying for and
acquiring Shares is resident in New Zealand or Australia and is not in the United States; and
(r)you irrevocably and unconditionally agree to these Terms and Conditions and agree not to do any act or thing which
would be contrary to the spirit, intention or purpose of the Retail Offer.
7.2.If a Custodian applies to purchase Shares under the Retail Offer for a beneficial owner pursuant to clause 4.2:
(a)the certification referred to in clause 7.1(f) will be taken to be given by the beneficial owner on whose behalf the Custodian
is applying to purchase Shares; and
(b)in addition to the matters referred to in clause 7.1, the Custodian also certifies each of the matters set out in the Custodian
Certificate.

16
THE SHARES
10.1.Shares issued under the Retail Offer will rank equally in all respects with, and have the same voting rights, dividend rights and
other entitlements as, existing Shares quoted on the NZX and ASX. The Shares to be issued under the Retail Offer have been
accepted for quotation on the NZX and ASX and it is expected that the Shares will be quoted upon completion of the
allotment procedures. However, neither NZX Limited nor ASX Limited accepts any responsibility for any statement in this
document.
10.2.The issue of new Shares under the Retail Offer up to a maximum value of NZ$50,000 per Eligible Shareholder (or per
beneficial owner, in the case of holdings held by Custodians) in New Zealand, is being undertaken pursuant to NZX Listing
Rule 4.3.1 (Share Purchase Plan) in respect of the first $15,000 of new Shares offered and NZX Listing Rule 4.5 (15% Placement)
in respect of the additional $35,000 of new Shares offered to each Eligible Shareholder.
10.3.The issue of new Shares under the Retail Offer up to a maximum value of NZ$50,000 / AU$46,500 per Eligible Shareholder
(or per beneficial owner, in the case of holdings by Custodians) in Australia, is being undertaken pursuant to ASIC
Corporations (Share and Interest Purchase Plans) Instrument 2019/547as amended by ASIC Instrument 21-0975, which among
other things increased the maximum consideration payable for equity securities in the Retail Offer to NZ$50,000 / AU$46,500
per registered holder.
FINANCIAL STATEMENTS
11.1.You may obtain free of charge the most recent annual report and financial statements of Serko by contacting Serko's Share
Registrar, Link Market Services, or you may download the reports from the Serko website: http://www.serko.com/investors.
AMENDMENTS TO THE RETAIL OFFER AND WAIVER OF COMPLIANCE
12.1.Notwithstanding any other term or condition of the Retail Offer and/or the Application Form, Serko may, at its discretion:
(a)make non-material modifications to the Retail Offer or these Terms and Conditions without notice (in which case
applications for Shares under the Retail Offer will remain binding on all Applicants notwithstanding such modification and
irrespective of whether an Application Form was received by Link Market Services Limited, before or after such
modification is made); and/or
(b)suspend or terminate the Retail Offer at any time prior to the issue of the Shares under the Retail Offer. If the Retail Offer
is terminated, application monies will be refunded to Applicants without interest.
12.2.Serko reserves the right to waive compliance with any provision of these Terms and Conditions (either generally, or in
respect of a particular Applicant or Applicants).
GOVERNING LAW
13.1.These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand.
DISPUTES
14.1.If any dispute arises in connection with the Retail Offer, Serko may settle it in any manner it thinks fit. It may do so generally or
in relation to any particular participant, application or Share. Serko’s decision will be final and binding.
INCONSISTENCY
15.1.Unless otherwise determined by the directors of Serko, in the event of any inconsistency between the Terms and Conditions of
the Retail Offer and Serko’s constitution, Serko’s constitution shall prevail.

17
GLOSSARY
Allotment DateOn or around 21December2021, unless the Closing Date is extended.
ApplicantAn applicant for Shares in the Retail Offer.
Application FormThe personalised application form relating to the Retail Offerthat you received with this
document, including the instructions on the reverse of the form.
ASIC Instrument ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (as amended by the
ASIC Relief).
AISC Relief Relief granted under ASIC Instrument 21-0975.
ASX ASX Limited or the main board financial product market it operates (as the context requires).
ASX Listing Rules The listing rules from time to time of the ASX.
ASX Settlement Date 20 December 2021.
Closing Date 5:00pm NZT on 14 December 2021, unless extended.
Custodian See clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian Certificate The certificate that must be submitted by an Applicant that is a Custodian together with that
Applicant’s Application Form (available on request from the Share Registrar).
Despatch DateOn or around 21 December2021, unless extended.
Downstream CustodianSee clause 4.4 of the Terms and Conditions for the definition of “Downstream Custodian”.
Eligible ShareholderA person who, at 7:00pmNZTon the Record Date, was recorded in Serko’s share register as
being a registered holder of Shares and having an address in New Zealand or Australia. A
person who holds Shares on behalf of another person who resides outside New Zealand or
Australia is not an Eligible Shareholder. In particular, a person is not eligible to participate in the
Retail Offer if it is in the United States or is acting for the account or benefit of a person in the
United States.
FMCA Financial Markets Conduct Act 2013.
Investor Presentation A presentation providing further important information in relation to Serko and the Retail Offer
published by Serko on 24 November 2021 and available at available at www.nzx.com and
www.asx.com.au under the ticker code "SKO".
Issue Price The price at which the Shares will be issued pursuant to the Retail Offer, being the lower of the
price paid by investors in Serko's recent Placement (NZ$7.05) or the five day VWAP during the
last five trading days prior to, and including, the Retail Offer Closing Date.
JointArrangersCraigs Investment Partners LimitedandCameron Partners Limited.
Joint Bookrunnersand
Underwriters
Craigs Investment Partners Limitedand Ord Minnett Limited.
NZX NZX Limited or the main board financial product market it operates (as the context requires).
NZX Listing Rules The listing rules from time to time of the NZX.

18
NZX Settlement Date 21 December 2021.
Opening Date 30 November 2021.
Participating Beneficiary See clause 4.4 of the Terms and Conditions for the definition of “Participating Beneficiary”.
Placement The placement of Shares announced to NZX on 24 November 2021.
Record Date 7:00pm NZT / 5:00pm AEDT on 23 November 2021.
Retail Offer The retail offer detailed in this document
Shares Ordinary shares of Serko Limited.
Share Registrar Serko’s share registrar, Link Market Services Limited.
Serko Serko Limited, a company listed on the NZX and ASX.
Terms and Conditions The terms and conditions of the Retail Offer detailed in this document.
U.S. Securities Act The U.S. Securities Act of 1933.
VWAP The volume weighted average price of Shares traded on the NZX.

19
DIRECTORY
Serko is a company incorporated with limited liability under the New Zealand Companies Act 1993
New Zealand Companies Office registration number 1927488
Australian Registered Body Number (ARBN) 611 613 980
For investor relations queries contact: InvestorRelations@serko.com
REGISTERED OFFICE
Serko Limited c/- NFRA Nominees Pty Ltd
Saatchi Building, Unit 14D Level 6
125 The Strand 60 Martin Place
Parnell Sydney 2000
Auckland NSW, Australia
New Zealand
+64 9 309 4754
PRINCIPAL ADMINISTRATION OFFICE
Serko Limited Serko Limited
Saatchi Building, Unit 14D Level 8
125 The Strand 75 Elizabeth Street
Parnell Sydney 2000
Auckland NSW, Australia
New Zealand +61 2 9435 0380
+64 9 309 4754
SHARE REGISTRAR
Link Market Services Limited Link Market Services Limited
Level 30, PwC Tower Level 12
15 Customs Street West 680 George Street
Auckland 1010 Sydney 2000
New Zealand NSW, Australia
+64 9 375 5998 +61 2 8280 7100
serko@linkmarketservices.co.nz
LEGAL ADVISERS
Russell McVeagh Herbert Smith Freehills
Vero Centre, Shortland Street 80 Collins Street
Auckland 1010 Melbourne 3000
New Zealand VIC, Australia
+64 9 367 8000 +64 3 9288 1234
FINANCIAL ADVISERS
Craigs Investment Partners Limited Cameron Partners Limited Ord Minnett Limited
Level 32 Level 12 Level 8
Vero Centre 171 Featherston Street NAB House
48 Shortland Street Wellington, 6011 255 George Street
Auckland 1010 New Zealand Sydney 2000
New Zealand NSW, Australia