Capital change notice - ordinary shares

Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 37865, Parnell, T: +64 9 884 5916, F: +64 9 377 0545, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980
CAPITAL CHANGE NOTICE – 27 May 2025
This notice relates to the issue of ordinary shares in Serko Limited (“Serko”) on vesting of Restricted
Share Units (“RSUs”) pursuant to the Serko (ANZ) Long Term Incentive Scheme Rules and/or the Serko
(US) Long Term Incentive Plan (collectively, the “Scheme Rules”).
Following the issue of 1,473,783 ordinary shares (“Issue”) upon the vesting of the equivalent number
of RSUs as detailed in this notice (“Vesting”), Serko Limited now has 2,366,462 RSUs outstanding
under the Scheme and 124,600,150 ordinary shares on issue.

Section 1: Issuer information
Name of issuer Serko Limited
NZX ticker code SKO
Class of financial product Ordinary shares in Serko Limited following the
conversion of 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 1,473,783 ordinary shares were issued upon the
vesting of the equivalent number of RSUs under
the Scheme Rules.
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
No cash consideration was required to be paid
for the grant of the RSUs or for the RSUs to vest.
Non-cash consideration is provided in the form
of services rendered and to be rendered by the
holder as an employee of Serko.
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

Issue: The Issue represented 1.197% (to 3dp) of
all ordinary shares on issue prior to the Issue.
Vesting: The RSUs that vested (under the
Vesting) comprised 38.377% (to 3dp) of the
RSUs on issue prior to the Vesting.
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

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

2
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption (the reason
for change must be identified here)
Vesting of RSUs previously granted under the
Scheme Rules.
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. 124,600,150 ordinary shares following the
Issue.
2. 2,366,462 RSUs taking into account the
RSUs that were vested under the Vesting
and those forfeited to date.
3. 60,209 unlisted options, taking into account
all forfeited options to date.
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.

Terms or details of the issue, acquisition or
redemption (for example: restrictions, escrow
arrangements)
The ordinary shares subject to the Issue rank
equally with the existing ordinary shares.
Date of issue/acquisition/redemption 27 May 2025
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 27 May 2025