Capital Change Notice - Issue of Restricted Share Units

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
CAPITAL CHANGE NOTICE
Restricted Share Units (Employee Incentive Share Scheme)
This notice relates to the issue of unlisted Restricted Share Units (RSUs) to Serko Limited employees to
subscribe for ordinary shares in Serko Limited under the:
• Serko (ANZ) Long Term Incentive Scheme (ANZ Scheme); and
• Serko (US) Long Term Incentive Plan (US Plan),
collectively, 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 1,431,500 RSUs under the Schemes.
Nominal value (if any) N/A
Issue/acquisition/redemption price per security RSUs were granted at a value of NZ$3.12 using
the Volume Weighted Average Price (VWAP) of
Serko’s ordinary shares on the NZX for the 20
trading days preceding 12 June 2024.
Nature of the payment (for example, cash or other
consideration)
N/A. 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 63.775% (to
3dp) of the RSUs in existence immediately
before the issue.
Serko has 122,488,425 ordinary shares on issue
(Ordinary Shares). It has granted in total
3,676,125 RSUs (post-grant).
If 100% of the RSUs on issue were to vest, it
would represent approximately 3.001% (to 3dp)
of the Ordinary Shares on issue.
This grant of 1,431,500 RSUs represents 1.169%
(to 3dp) of the Ordinary Shares currently on
issue.

2
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, between
2025 to 2027.
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 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. 122,488,425 Ordinary Shares on issue
2. 63,125 unlisted options outstanding, taking
into account all forfeited options to date;
and
3. 3,676,125 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 12 June 2024, 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 20 June 2024
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 Jason Hawthorne
Contact phone number
+64 9 884 5916
Contact email address investor.relations@serko.com
Date of release through MAP 20 June 2024

---

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
1 / 5
Announcement Summary
Entity name
SERKO LIMITED
Date of this announcement
Thursday June 20, 2024
The +securities the subject of this notification are:
Total number of +securities to be issued/transferred
ASX +security
codeSecurity description
Total number of
+securities to be
issued/transferredIssue date
SKOABRESTRICTED SHARE UNITS1,431,50020/06/2024
Refer to next page for full details of the announcement
+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being
quoted on ASX until the restriction ends

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
2 / 5
Part 1 - Entity and announcement details
1.1 Name of entity
SERKO LIMITED
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
1.2 Registered number type
ARBN
Registration number
611613980
1.3 ASX issuer code
SKO
1.4 The announcement is
1.5 Date of this announcement
20/6/2024
New announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
3 / 5
Part 2 - Issue details
2.1 The +securities the subject of this notification are:
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and
which:
has an existing ASX security code ("existing class")
+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being
quoted on ASX until the restriction ends

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
4 / 5
Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to
ASX in an Appendix 3B
Additional +securities in an existing class issued under an +employee incentive scheme
ASX +security code and description
SKOAB : RESTRICTED SHARE UNITS
Date the +securities the subject of this notification were issued
20/6/2024
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Provide details of the KMP or +associates being issued +securities.
Name of KMPName of registered holderNumber of +securities
Elizabeth FraserElizabeth Fraser
102,564
Darrin GraftonDonna Bailey
2,129
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms
https://4389989.fs1.hubspotusercontent-na1.net/hubfs/4389989/Serko%20Investor%20Centre/Results%20and%20Report
s/FY24/Full%20Year%20Results/Serko-AnnualReport-2024-v19.pdf
Any other information the entity wishes to provide about the +securities the subject of this notification
Issue details
Number of +securities
1,431,500
Yes
Yes

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
5 / 5
Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of
the entity will comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if
other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
SKO : ORDINARY FULLY PAID FOREIGN EXEMPT NZX122,488,425
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
SKOAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES63,125
SKOAB : RESTRICTED SHARE UNITS3,676,125