Notification of Issue of Restricted Share Units

30 July 2019

Notification of Issue of Restricted Share Units

This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Restricted Share Units
under the Serko Limited Long Term Incentive Scheme.

Section 1: Issuer information
Name of issuer Serko Limited (“Serko”)
NZX ticker code SKO
Class of financial product Restricted Share Units (RSUs) under the Serko
Limited Long Term Incentive Scheme
(“Scheme”)
ISIN NZSKOE0001S7
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 237,489 RSUs
Nominal value (if any) N/A
Issue/acquisition/redemption price per security
No consideration is payable for the issue of the
RSUs
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class, excluding
any Treasury Stock, in existence)
The Company has 80,922,809 Ordinary Shares
on issue. It has granted in total 237,489 RSUs
and 323,464 Options. If 100% of the RSUs and
Options were to vest and be exercised on the
date of this notice of allotment, it would
represent approximately 0.693 (to 3dp) of the
Ordinary Shares on issue.
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation to
other Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Vesting Period: Subject to the holder of the
RSUs retaining continuous employment with
Serko Limited, the RSUs will vest on 22 July
2022 and will automatically exercise no later
than five business days following that date.
Exercise: Upon the exercise of the RSUs,
Serko Limited will issue one Ordinary Share in
Serko Limited for every one RSU that vests.
Exercise Price: The exercise price for a RSU is
nil.

Ranking: Any Ordinary Shares in Serko
Limited issued on the exercise of the RSUs will
rank equally in all respects with all other
Ordinary Shares on issue in Serko Limited.

Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the
reason for change must be identified here)
Authorised by the board of Serko Limited
pursuant to the Serko Limited Long Term
Incentive Scheme. Reason for the issue is to
encourage certain employees, officers and
directors to remain with Serko Limited and to
align their interests with those of Serko
Limited’s shareholders

Total number of Financial Products of the Class after
the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury Stock
after the issue/acquisition/redemption.
560,953 unlisted RSUs and Options
(convertible into Ordinary Shares on a 1:1
basis) outstanding.

There are also 80,922,809 Ordinary Shares on
issue
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Directors’ resolution
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The RSUs issued in accordance with the terms
set out in the Serko Limited Long Term
Incentive Scheme. Other terms are detailed
above.
Date of issue/acquisition/redemption 30 July 2019 (Grant Date)
Section 3: Authority for this announcement and contact person
Name of person authorised to make this
announcement
Susan Putt
Contact person for this announcement Susan Putt, Chief Financial Officer
Contact phone number
+64 9 309 4754 or +64 21 388 009

Contact email address
investor.relations@serko.com

Date of release through MAP 30 July 2019