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28 Nov 2014

SSH notice - Geoff Hosking


Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both

Sections 23 and 24, Securities Markets Act 1988

Relevant event being disclosed: Movement of 1% or more in the substantial holding

Date of relevant event: 28 November 2014

To NZX Limited

And Serko Limited (Serko)

Date this disclosure made: 28 November2014

Date last disclosure made: 30 October 2014

Substantial security holder giving disclosure

Name: Geoffrey Hosking

Contact details: 09 920 6478 and geoff.hosking@ah.co.nz

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Ordinary shares in Serko (Shares) with security code SKO

Summary for Geoffrey Hosking

For thisdisclosure,—

(a)     total number held in class: 24,762,020

(b)     total in class: 62,699,382

(c)     total percentage held in class: 39.493%

For lastdisclosure,—

(a)     total number held in class: 27,290,046

(b)     total in class: 62,699,382

(c)     total percentage held in class: 43.525%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure under the instructions to this form:

Geoffrey Hosking as trustee of the Donna Bailey Trust (together with the other trustee Donna Bailey) was the registered holder and beneficial owner of 1,537,594 Shares (the Donna BaileyTrust Shares), and had the power to exercise a right to vote attached to, and to dispose of, the Donna Bailey Trust Shares. Geoffrey Hosking resigned as trustee of the Donna Bailey Trust with effect from 28 November 2014 and, accordingly, from that date, Geoffrey Hosking was not the registered holder or beneficial owner, and did not have the power to exercise a right to vote attached to, or to dispose of, the Donna Bailey Trust Shares. No consideration was paid or received for Geoffrey Hosking’s resignation as trustee of the Donna Bailey Trust.

Geoffrey Hosking as trustee of the Challis Holdings Trust (together with the other trustee John Challis) was the registered holder and beneficial owner of 865,762 Shares (the Challis HoldingsTrust Shares), and had the power to exercise a right to vote attached to, and to dispose of, the Challis Holdings Trust Shares. Geoffrey Hosking resigned, and was replaced by AH Trustees (Challis Holdings) Limited, as trustee of the Challis Holdings Trust with effect from 28 November 2014 and, accordingly, from that date, Geoffrey Hosking was not the registered holder or beneficial owner, and did not have the power to exercise a right to vote attached to, or to dispose of, the Challis Holdings Trust Shares. No consideration was paid or received for Geoffrey Hosking’s resignation as trustee of the Challis Holdings Trust.

Geoffrey Hosking as trustee of the Bai-Nielson Family Trust (together with the other trustee Gerard Nielsen) was the registered holder and beneficial owner of 124,670 Shares (the Bai-Nielson Family Trust Shares), and had the power to exercise a right to vote attached to, and to dispose of, the Bai-Nielson Family Trust Shares. Geoffrey Hosking resigned, and was replaced by MGA Trustees Limited, as trustee of the Bai-Nielson Family Trust with effect from 28 November 2014 and, accordingly, from that date, Geoffrey Hosking was not the registered holder or beneficial owner, and did not have the power to exercise a right to vote attached to, or to dispose of, the Bai-Nielson Family Trust Shares. No consideration was paid or received for Geoffrey Hosking’s resignation as trustee of the Bai-Nielson Family Trust.

Details of relevant interests in substantial holding after relevant event

Details for Geoffrey Hosking

Nature of relevant interests: Geoffrey Hosking as trustee of the Ripon Trust (together with the other trustees Robert Shaw and Sarah Shaw) is the registered holder and beneficial owner of 12,370,010 Shares (the Ripon Trust Shares), and has the power to exercise a right to vote attached to, and to dispose of, the Ripon Trust Shares. On 20 May 2014, Robert Shaw, Sarah Shaw and Geoffrey Hosking as trustees of the Ripon Trust entered into a deed of embargo with Serko, amongst others, (the Deed of Embargo) under which Robert Shaw, Sarah Shaw and Geoffrey Hosking as trustees of the Ripon Trust agree and undertake not to sell or otherwise dispose of the Ripon Trust Shares until the date falling two business days after Serko makes a preliminary announcement for the financial year ending 31 March 2016. Pursuant to the terms of the Deed of Embargo, Geoffrey Hosking as trustee of the Ripon Trust has qualified his interest in the Ripon Trust Shares.

A copy of the Deed of Embargo was attached to the disclosure made on 24 June 2014.

For that relevant interest,—

(a)     number held in class: 12,370,010

(b)     percentage held in class: 19.729%

(c)     current registered holders of securities: no change since last disclosure

(d)     registered holder(s) of securities once transfers registered: no change since last disclosure

Nature of relevant interests: Geoffrey Hosking as trustee of the Grafton-Howe Family Trust No.2 (together with the other trustee Darrin Grafton) is the registered holder and beneficial owner of 12,370,010 Shares (the Grafton‑Howe Trust Shares), and has the power to exercise a right to vote attached to, and to dispose of, the Grafton‑Howe Trust Shares. On 20 May 2014, Darrin Grafton and Geoffrey Hosking as trustees of the Grafton-Howe Family Trust No.2 entered into the Deed of Embargo under which Darrin Grafton and Geoffrey Hosking as trustees of the Grafton-Howe Family TrustNo.2 agree and undertake not to sell or otherwise dispose of the Grafton‑Howe Trust Shares until the date falling two business days after Serko makes a preliminary announcement for the financial year ending 31 March 2016. Pursuant to the terms of the Deed of Embargo, Geoffrey Hosking as trustee of the Grafton-Howe Family TrustNo.2 has qualified his interest in the Grafton‑Howe Trust Shares.

A copy of the Deed of Embargo was attached to the disclosure made on 24 June 2014.

For that relevant interest,—

(a)     number held in class: 12,370,010

(b)     percentage held in class: 19.729%

(c)     current registered holders of securities: no change since last disclosure

(d)     registered holder(s) of securities once transfers registered: no change since last disclosure

Nature of relevant interests: Geoffrey Hosking as trustee of the Limelight Trust (together with the other trustee Christa Hosking) is the registered holder and beneficial owner of 22,000 Shares (the Limelight Trust Shares), and has the power to exercise a right to vote attached to, and to dispose of, the Limelight Trust Shares.

For that relevant interest,—

(a)     number held in class: 22,000

(b)     percentage held in class: 0.035%

(c)     current registered holders of securities: no change since last disclosure

(d)     registered holder(s) of securities once transfers registered: no change since last disclosure

Additional information

Nature of connection between substantial security holders: Not applicable.

Address of substantial security holder: 145 Arney Road, Remuera, Auckland

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Act in relation to the securities to which this disclosure relates: Darrin Grafton as to the Grafton-Howe Trust Shares and the Donna Bailey Trust Shares and Robert Shaw as to the Ripon Trust Shares.

Declaration

I, Geoffrey Hosking, declare that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made


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