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 Unlisted Restricted Share Units (“RSUs”) to subscribe
for ordinary shares in Serko Limited under the Serko
Limited 2019 Long Term Incentive Scheme (“2019
Long-Term Incentive Scheme”) and Serko Limited
2018 Share Incentive Plan (“2018 US Share Incentive
Plan”)
ISIN NZSKOE0001S7
Currency NZD
Section 2: Capital change details
Number of issuances to which this notice relates 4
Number issued/acquired/redeemed 1. 33,000 RSUs under 2019 Long-Term Incentive
Scheme
2. 205,057 RSUs under 2018 US Share Incentive
Plan
3. 71,000 Performance RSUs under 2019 Long-Term
Incentive Scheme
4. 81,000 Performance RSUs under 2018 US Share
Incentive Plan
Total: 390,057 RSUs
Nominal value (if any) N/A
Issue/acquisition/redemption price per security
Nil
Nature of the payment (for example, cash or other
consideration)
Non-cash consideration is provided in the form of
services rendered and to be rendered by the holders
as employees of Serko
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 92,660,344 Ordinary Shares on
issue. It has granted in total 671,117 RSUs. If 100% of
the RSUs were to vest and be exercised on the date of
this notice of allotment, it would represent
approximately 0.724% (to 3dp) of the Ordinary Shares
on issue.
This grant represents 0.421% (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)
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

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

all respects with all other Ordinary Shares on issue in
Serko Limited.
Performance Hurdles: Performance RSUs have post-
grant performance hurdles attached which must be
met to vest.
Vesting Period: Subject to continued employment -
1. 5 March 2023
2. 78,521 RSUs: 31 March 2020
99,263 RSUs: 16 April 2021
27,273 RSUs: 25% in 4 tranches annually on
30 July 2021, 30 July 2022, 30 July 2023, 30
July 2024
3. 5 March 2023 (subject to performance
hurdles being met)
4. 5 March 2023 (subject to performance
hurdles being met)
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 2019 Long-Term Incentive Scheme and 2018 US
Share Incentive Plan.
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.
671,117 unlisted RSUs (convertible into Ordinary
Shares on a 1:1 basis) outstanding.

There are also 92,660,344 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, Listing Rule 4.6
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 2019 Long-Term Incentive Scheme and 2018
US Share Incentive Plan. Other terms are detailed
above.
Date of issue/acquisition/redemption 6 March 2020 (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 9 March 2020