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28 May 2015
News

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


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

Date of relevant event: Two business days after Serko made preliminary announcement for the financial year ended 31 March 2015

Date this disclosure made: 27 May 2015

Date last disclosure made: 24 June 2014

Substantial product holder(s) giving disclosure

Full name(s): Serko Limited

Summary of substantial holding
Class of quoted voting products: Ordinary Shares in Serko (Shares) with security code SKO

Summary for Serko Limited

For this disclosure,—

  1. (a)  total number held in class: 35,910,287

  2. (b)  total in class: 62,699,382

  3. (c)  total percentage held in class: 57.273%

For last disclosure,—

  1. (a)  total number held in class: 42,012,181

  2. (b)  total in class: 61,375,818

  3. (c)  total percentage held in class: 68.451%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

Serko Limited had the power to control the disposition of 42,012,181 Shares (the Embargoed Shares) pursuant to a deed of embargo dated 20 May 2014 with various shareholders (the Embargoed Shareholders) (the Deed of Embargo) under which the

100080615/3821103.1

Embargoed Shareholders agreed and undertook not to sell or otherwise dispose of their respective Embargoed Shares until the date falling two business days after Serko makes a preliminary announcement for the financial year ending 31 March 2016 or 31 March 2015, as the case may be (depending on the identity of the relevant Embargoed Shareholder) (the Embargo Period). Serko made its preliminary earnings announcement for the financial year ended 31 March 2015 on 22 May 2015. Two business days following that announcement the Embargo Period ended in respect of 6,101,894 previously Embargoed Shares. Accordingly, Serko Limited ceased to have the power to control the disposition of 6,101,894 of the Embargoed Shares.

Details after relevant event

Details for Serko Limited

Nature of relevant interest(s): Serko Limited continues to have the power to control the disposition of 35,910,287 Shares (the Embargoed Shares) pursuant to a deed of embargo dated 20 May 2014 with various shareholders (the Embargoed Shareholders) (the Deed of Embargo) under which the Embargoed Shareholders agree and undertake not to sell or otherwise dispose of their respective Embargoed Shares until the date falling two business days after Serko makes a preliminary announcement for the financial year ending 31 March 2016 (the Embargo Period). These restrictions do not apply if a partial or full offer is made under the Takeovers Code for Shares during the Embargo Period. Each Embargoed Shareholder is also permitted to create, or agree to create, a security interest over or in respect of its Embargoed Shares in favour of a registered bank or other similar recognized lending institution.

A copy of the Deed of Embargo was attached to the last disclosure made on 24 June 2014. For that relevant interest,—

  1. (a)  number held in class: 35,910,287

  2. (b)  percentage held in class: 57.273%

  3. (c)  current registered holder(s): Darrin Grafton and Geoffrey Hosking as trustees of the Grafton-Howe Family Trust No. 2, Robert Shaw, Sarah Shaw and Geoffrey Hosking as trustees of the Ripon Trust, Simon Botherway and MSH Trustee (Arrow) Limited as trustees of the Arrow Trust, Simon Botherway, Claudia Batten, Clyde McConaghy as trustee of the Portofino Trust, Tim Bluett, Philip Ball, Robert Hawker, Michael Thorburn, Joanne Phipps, John Challis and AH Trustees (Challis Holdings) Limited as trustees of the Challis Holdings Trust, Thomas Stanley, Paul Turner and AH Trustees (Black Rock) Limited as trustees of the Black Rock Trust, Carolyn Colbey and AH Trustees (Carolyn Colbey) Limited as trustees of the Carolyn Colbey Trust, Gerard Nielsen and MGA Trustees Limited as trustees of the Bai-Nielsen Family Trust.

  4. (d)  registered holder(s) once transfers are registered: Not applicable

For a derivative relevant interest, also—

  1. (a)  type of derivative: Not applicable

  2. (b)  details of derivative: Not applicable

100080615/3821103.1

(c) parties to the derivative: Not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: Not applicable

Additional information

Address(es) of substantial product holder(s): Unit 14d,125 The Strand, Parnell, Auckland Contact details: Sarah Miller, +64 9 309 4754, company.secretary@serko.com

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: On 24 June 2014 - Darrin Grafton as to 13,907,604 Embargoed Shares, Robert Shaw and Sarah Shaw as to 12,370,010 Embargoed Shares and Geoffrey Hosking as to 27,982,656 Embargoed Shares.

Certification

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


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