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 Ordinary shares
ISIN NZSKOE0001S7
Currency NZD
Section 2: Capital change details
Number of issuances to which this Notice relates 1
Number issued/acquired/redeemed 24,740 ordinary shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per security
NZ$3.59 per ordinary share, being the lesser of the
volume weighted average price of Serko’s shares
calculated from trades through the NZX Main
Board over the following two periods: (a) 20
Business Days before the date of the share issue,
or (b) 5 Business Days before date of the share
issue.
Nature of the payment (for example, cash or other
consideration)
The ordinary shares are being issued in lieu of cash,
in consideration for the significant time and effort
devoted to Serko by each Non-Executive Director
in their role overseeing M&A activity.

Each Non-Executive Director will receive ordinary
shares in Serko as a special fees payment to an
equivalent value to AU$20,000. The total
consideration denominated in Australian dollars was
converted to New Zealand dollars using the closing
exchange rate of the day preceding the share
issuance. No cash consideration is payable.
Amount paid up (if not in full) Fully paid
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

This grant represents 0.020% (to 3dp) of the ordinary
shares on issue pre-allotment.
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)
N/A
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
The ordinary shares are being issued in lieu of cash,
in consideration for the significant time and effort
devoted to Serko by each Non-Executive Director
in their role overseeing M&A activity.
The special fees payment falls within the shareholder
approved Non-Executive Director fee pool of
A$650,000 per annum, authorised by shareholders
resolution dated 2 July 2024.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

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.
123,104,721 ordinary shares on issue
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, shareholders resolution dated
2 July 2024, Listing Rule 4.7.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The ordinary shares issued rank pari passu with the
existing ordinary shares. Any trading in Serko shares
by the Non-Executive Directors is subject to Serko’s
Securities Trading Policy.
Date of issue/acquisition/redemption 22 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 25 November 2024




















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

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Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
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Announcement Summary
Entity name
SERKO LIMITED
Announcement Type
New announcement
Date of this announcement
Monday November 25, 2024
The +securities to be quoted are:
Please refer to the response to Q2.3d for further information about the type of securities to be quoted and the
circumstances of the issue.

As Serko has a foreign exempt listing, it has not provided an Appendix 3B as it is not required to comply with Listing Rule
3.10.3.
Total number of +securities to be quoted
ASX +security
codeSecurity description
Number of +securities to
be quotedIssue date
SKOORDINARY FULLY PAID FOREIGN EXEMPT
NZX
24,74022/11/2024
Refer to next page for full details of the announcement
Other

Appendix 2A - Application for quotation of securities
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Part 1 - Entity and announcement details
1.1 Name of entity
SERKO LIMITED
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix
2A of the ASX Listing Rules.
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
25/11/2024
New announcement

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
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Part 2 - Type of Issue
2.1 The +securities to be quoted are:
Please refer to the response to Q2.3d for further information about the type of securities to be quoted and the
circumstances of the issue.
2.2 The +class of +securities to be quoted is:
2.3c Have these +securities been offered under a +disclosure document or +PDS?
2.3d Please provide any further information needed to understand the circumstances in which you are applying to
have these +securities quoted on ASX, including why the issue of the +securities has not been previously
announced to the market in an Appendix 3B
As Serko has a foreign exempt listing, it has not provided an Appendix 3B as it is not required to comply with Listing Rule
3.10.3.
2.4 Any on-sale of the +securities to be quoted within 12 months of their date of issue will comply with the
secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12
months in a manner that would breach section 707(3) or 1012C(6)
No
Additional +securities in a class that is already quoted on ASX ("existing class")
Other

Appendix 2A - Application for quotation of securities
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Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an
Appendix 3B
Additional +securities to be quoted in an existing class
ASX +security code and description
SKO : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Issue date
22/11/2024
Will the +securities to be quoted rank equally in all respects from their issue date with the
existing issued +securities in that class?
Issue details
Number of +securities to be quoted
24,740
Are the +securities being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Shares issued to Non-Executive Directors of Serko in lieu of cash, in consideration for the additional significant time and
effort devoted to the Company in their role overseeing M&A activity.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
3.230000
Any other information the entity wishes to provide about the +securities to be quoted
Shares were issued to Non-Executive Directors in lieu of cash pursuant to NZX Listing Rule 4.7.1 and in compliance with
shareholders resolution dated 2 July 2024
The purpose(s) for which the entity is issuing the securities
To pay for services rendered
Please provide additional details
Each Non-Executive Director received ordinary shares in Serko as a special fees payment to an equivalent value to
AU$20,000. The total consideration denominated in Australian dollars was converted to New Zealand dollars using the
closing exchange rate of the day preceding the share issuance.
No
Yes

Appendix 2A - Application for quotation of securities
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Part 4 - Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital 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 quoted on ASX following the +quotation of the
+securities subject of this application)
ASX +security code and description
Total number of
+securities on issue
SKO : ORDINARY FULLY PAID FOREIGN EXEMPT NZX123,104,721
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