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 for Executives
This notice relates to the issue of unlisted Restricted Share Units (RSUs) to subscribe for ordinary shares
in Serko Limited under the Serko Executive Long Term Incentive Scheme (Scheme) for certain executives
of Serko Limited, as detailed in Serko’s Remuneration Report, contained in the FY24 Annual Report, released
to market 28 May 2024.
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 1,055,607 RSUs under the Scheme.
Nominal value (if any) N/A
Issue/acquisition/redemption price per security RSUs were granted at a value of $NZ3.12 (to
2 dp) using the volume weighted average price
(VWAP) of Serko’s ordinary shares on the NZX
for the 20 trading days preceding the applicable
Grant Date (being 10 business days following
FY24 financial results).
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)
The new RSUs issued represent 28.715% (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
4,731,732 RSUs (post-grant).
If 100% of the RSUs on issue were to vest, it
would represent approximately 3.863% (to 3dp)
of the Ordinary Shares on issue post all RSUs
vesting.
This grant of 1,055,607 RSUs 0.862% (to 3dp) of
the Ordinary Shares currently 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)
The RSUs have been granted pursuant to the
Schemes as part of the remuneration package
of certain executives.
The RSUs vest in three tranches over 2025,
2026 and 2027. There is no exercise price for
share conversion to occur.

2
Vesting of RSUs is subject to the terms of the
Scheme and Serko’s (ANZ) Long Term Incentive
Scheme Rules, including continued employment
of the relevant employee on each relevant
vesting date. The third tranche of RSUs is also
subject to a performance-related hurdle based
on absolute total shareholder return
(Performance RSUs).
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 Scheme.
Reason for the issue is to encourage certain
executives 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. 4,731,732 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 27 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 Scheme. Other terms are detailed
above.
Date of issue/acquisition/redemption 5 July 2024
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement
Jason Hawthorne, General Counsel & Company
Secretary
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 9 July 2024

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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
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Announcement Summary
Entity name
SERKO LIMITED
Date of this announcement
Tuesday July 09, 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 UNITS1,055,60705/07/2024
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
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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
9/7/2024
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
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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
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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
5/7/2024
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
Joydip DasJoydip Das
181,407
Darrin GraftonDarrin Grafton
168,269
Liz FraserLiz Fraser
160,257
Charles NowaczekCharles Nowaczek
157,052
Shane SampsonShane Sampson
149,840
Rachael SatherleyRachael Satherley
120,192
Robert ShawRobert Shaw
118,590
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
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
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Issue details
Number of +securities
1,055,607

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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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 UNITS4,731,732