Serko : Retail Offer Booklet

For personal use only

For personal use only

KEY INFORMATION

Eligibility	You may participate in this retail offer (Retail Offer) if you were a 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.
Transferability	The Offer made under this Retail Offer is 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 Shares	The 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

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

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.
		The Retail Offer closes at 5:00pm NZT / 3:00pm AEDT, unless extended.
14 December 2021	Closing Date	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	Announcement of the results of the Retail Offer is expected to be made on
Offer	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 of Shares allotted under the Retail Offer is expected to commence on
trading on NZX	the NZX.
21 December 2021	Despatch Date	Transaction confirmation despatched to participating shareholders.
22 December 2021	Commencement of	Trading of Shares allotted under the Retail Offer is expected to commence on
trading on ASX	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).

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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.comand www.asx.com.auunder 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.comand www.asx.com.auunder ticker code SKO. You are strongly cautioned not to place undue reliance on any forward-lookingstatements 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-19on 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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