Capital Change Notice – Options

CAPITAL CHANGE NOTICE

Section 1: Issuer information
Name of issuer Serko Limited (“Serko”)
NZX ticker code SKO
Class of financial product Unlisted Options to subscribe for ordinary shares in
Serko Limited (“Options”) under the Serko Limited
2018 US 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 1
Number issued/acquired/redeemed 40,000 Options
Nominal value (if any) N/A
Issue/acquisition/redemption price per security
Exercise price of NZ$4.49 per Option
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 92,660,344 Ordinary Shares on
issue. It has granted in total 128,287 Options. If 100%
of the Options were to vest and be exercised on the
date of this notice of allotment, it would represent
approximately 0.138% (to 3dp) of the Ordinary Shares
on issue.
This grant represents 0.043% (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)
Options are exercisable at NZ$4.49 per Option,
expiring on 5 June 2025. The Options will vest
(meaning they are able to be exercised) in four
tranches commencing two-years after they are
granted, subject to continued employment on 5
March 2022; 5 March 2023; 5 March 2024; and 5
March 2025.
Any Ordinary Shares in Serko Limited issued on the
exercise of the Options 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 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

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.
128,287 unlisted Options (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 Options issued in accordance with the terms set
out in the 2018 US Share Incentive Plan and Option
Agreement. 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