Capital Change Notice – Ordinary Shares

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”).

ISIN NZSKOE0001S7
Currency NZD
Section 2: Capital change details
Number of issuances to which this notice relates 1
Number issued/acquired/redeemed 1,168,329 RSUs under the Serko 2019 (ANZ) Long Term
Incentive Scheme and Serko 2018 (US) Long Term
Incentive Scheme
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 77.730% (to 3dp) of
the RSUs in existence immediately before the issue.
The Company has 120,414,765, Ordinary Shares on
issue. It has granted in total 2,671,380 RSUs (post-
grant). If 100% of the RSUs were to vest and be
exercised on the date of this notice of allotment, it
would represent approximately 2.218% (to 3dp) of the
Ordinary Shares on issue (post-grant).
This grant represents 0.970% (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:
- 1/3 May 2023
- 1/3 May 2024
- 1/3 May 2025

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

5 days after full year’s results announcement
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 2019 (ANZ) Long Term Incentive Scheme
and Serko 2018 (US) 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.
120,414,765 ordinary shares on issue

There are also 148,309 unlisted options outstanding,
taking into account all forfeited options to date.

There are also 1,263,865 unlisted restricted share
units outstanding, taking into account all forfeited
restricted share units to date.
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 the
2018 Long-Term Incentive Plan. Other terms are
detailed above.
Date of issue/acquisition/redemption 30 May 2022
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Sarah Miller
Contact person for this announcement Sarah Miller, General Counsel
Contact phone number
+64 09 884 5916
Contact email address investor.relations@serko.com
Date of release through MAP 30 May 2022