Serko Limited/Announcement
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Capital Change Notice

Capital Change14 November 2024SKOIndustrials

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

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 Rules

and/or the Serko (US) Long Term Incentive Plan (collectively, the “Scheme Rules).

Section 1: Issuer information

Name of issuer Serko Limited (“Serko”)

NZX ticker code SKO

Class of financial product Unlisted RSUs issued under the Scheme Rules.

ISIN NZSKOE0001S7

Currency NZD

Section 2: Capital change details

Number of issuances to which this notice relates 1

Number issued/acquired/redeemed 416,707 RSUs under the Scheme Rules.

Nominal value (if any) N/A

Issue/acquisition/redemption price per security RSUs were granted at a value of NZ$3.33 using

the Volume Weighted Average Price (VWAP) of

Serko’s ordinary shares on the NZX for the 20

trading days preceding 13 November 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 10.355% (to

3dp) of the RSUs in existence immediately

before the issue.

Serko has 123,079,981 ordinary shares on issue

(Ordinary Shares). It has granted in total

4,440,959 RSUs (post-grant).

If 100% of the RSUs on issue were to vest, it

would represent approximately 3.608% (to 3dp)

of the Ordinary Shares on issue.

This grant of 416,707 RSUs represents 0.339%

(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

Scheme Rules as part of the remuneration

package of certain employees.

Vesting Periods: The RSUs are subject to time-

based vesting criteria, either: (a) vesting in

thirds, between 2025 to 2027, or (b) vesting in

two tranches, in 2025.

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, and performance-related

hurdles applicable to certain employees. 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 Scheme Rules.

Reason for the issue is to encourage certain

employees to join and/or 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.

123,079,981 Ordinary Shares on issue

62,133 unlisted options outstanding, taking into

account all forfeited options to date; and

4,440,959 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, 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 Rules. Other terms are

detailed above.

Date of issue/acquisition/redemption 13 November 2024

Section 3: Authority for this announcement and contact person

Name of person authorised to make this announcement Isla Dentice-Wood, Company Secretary

Contact person for this announcement Isla Dentice-Wood, Company Secretary

Contact phone number +64 9 884 5916

Contact email address investor.relations@serko.com

Date of release through MAP 14 November 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 November 14, 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 UNITS416,70713/11/2024

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

14/11/2024

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

13/11/2024

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

Shane SampsonShane Sampson

105,051

Simon YoungSimon Young

84,041

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

416,707

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 NZX123,079,981

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 PRICES62,133

SKOAB : RESTRICTED SHARE UNITS4,440,959

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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