Capital Change Notice – Restricted Share Units

CAPITAL CHANGE NOTICE

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 43,571 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)
1

The Company has 92,086,422 Ordinary Shares on
issue. It has granted in total 237,489 RSUs and
298,464 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
0.582 (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 13 December 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


1

The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

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, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

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.
579,524 unlisted RSUs and Options (convertible into
Ordinary Shares on a 1:1 basis) outstanding.

There are also 92,086,422 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 13 December 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 21 388 009

Contact email address
investor.relations@serko.com

Date of release through MAP 16 December 2019