Capital Change Notice – Restricted Share Units

CAPITAL CHANGE NOTICE

This notice relates to the issue of unlisted Restricted Share Units (RSUs) to subscribe for ordinary shares in Serko Limited
under the:

• Serko 2022 (ANZ) Long Term Incentive Scheme (ANZ Scheme); and
• Serko 2018 (US) Long Term Incentive Plan (US Plan),
collectively, the (Schemes).
Following the issue of 2,169,903 RSUs, there are now 3,199,529 RSUs on issue under the Schemes.


Section 1: Issuer information
Name of issuer Serko Limited (“Serko”)
NZX ticker code SKO
Class of financial product Unlisted RSUs issued under the Schemes.
ISIN NZSKOE0001S7
Currency NZD
Section 2: Capital change details
Number of issuances to which this notice relates 1
Number issued/acquired/redeemed 2,169,903 RSUs under the Schemes.
Nominal value (if any) N/A
Issue/acquisition/redemption price per security
RSUs were granted at a value of:

• NZ$2.72 (to 2 dp) for employees under the
ANZ Scheme using the Volume Weighted
Average Price (VWAP) of Serko’s ordinary
shares on the NZX for the 20 trading days
preceding 26 May 2023; and
• NZ$3.00 for employees under the US Plan,
which was the closing price of Serko’s
ordinary shares on the NZX on 25 May 2023.
Nature of the payment (for example, cash or other
consideration)
Not applicable. 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)
The new RSUs issued represent 210.747% (to 3dp) of
the RSUs in existence immediately before the issue.
Serko has 121,792,392 ordinary shares on issue
(Ordinary Shares). It has granted in total 3,199,529
RSUs (post-grant).

If 100% of the RSUs on issue (3,199,529) were to vest,
it would represent approximately 2.560% (to 3dp) of
the Ordinary Shares on issue post all RSUs vesting
(124,991,921).

This grant of 2,169,903 RSUs represents 1.782% (to
3dp) of the Ordinary Shares currently on issue.

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

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)
The RSUs have been granted pursuant to the
Schemes as part of the remuneration package of
certain employees.
Vesting Periods: The RSUs are subject to time-based
vesting criteria, vesting in thirds, in either May or
November between 2023 and 2026.
Vesting Criteria: Vesting of RSUs is subject to the
terms of the Schemes, including continued
employment of the relevant employee on each
relevant vesting date. There is no ‘exercise price’ for
share conversion to occur.
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 Schemes.
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. 121,792,392 Ordinary Shares on issue
2. 94,974 unlisted options outstanding, taking
into account all forfeited options to date;
and
3. 3,199,529 RSUs
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 dated 26 May 2023, Listing Rule
4.6.1
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 Schemes. Other terms are detailed above.
Date of issue/acquisition/redemption 6 June 2023
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Shane Sampson, Chief Financial Officer
Contact person for this announcement Victoria Loveday, Company Secretary
Contact phone number
+64 9 884 5916
Contact email address investor.relations@serko.com
Date of release through MAP 6 June 2023