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 (“Scheme”)
and the Serko Limited 2018 Share Incentive Plan for
U.S. Employees (“Plan”)
ISIN NZSKOE0001S7
Currency NZD
Section 2: Capital change details
Number of issuances to which this Notice relates 1
Number issued/acquired/redeemed 401,121 RSUs under the Scheme and 27,023 RSUs
under the Plan, totalling 428,144 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 new RSUs issued represent 38.896% (to 3dp) of
the RSUs in existence immediately before the issue.
The Company has 92,751,719 Ordinary Shares on
issue. It has granted in total 1,528,891 RSUs. If 100%
of the RSUs were to vest and be exercised on the date
of this notice of allotment, it would represent
approximately 1.648% (to 3dp) of the Ordinary Shares
on issue immediately before such exercise.
This grant represents 0.462% (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
all respects with all other Ordinary Shares on issue in
Serko Limited.
Vesting Period: Subject to continued employment,
23 July 2023.

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

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 Scheme and the 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.
1,528,891 unlisted RSUs (convertible into Ordinary
Shares on a 1:1 basis) outstanding.

There are also 92,751,719 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 Scheme and the Plan. Other terms are detailed
above.
Date of issue/acquisition/redemption 18 September 2020 (Grant Date)
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Sarah Miller, General Counsel
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 21 September 2020