Capital Change Notice - Restricted Share Units

CAPITAL CHANGE NOTICE
Restricted Share Units
This notice relates to the issue of unlisted Restricted Share Units ( RSUs ) to Serko Limited ( Serko )
employees to subscribe for ordinary shares in Serko under the Serko Long-Term Incentive Scheme
Rules ( Scheme Rules ).
Section 1: Issuer information
Name of issuer Serko Limited
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 issued/acquired/redeemed 2,146,013 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$1.5720 (to 4dp)
using the Volume Weighted Average Price ( VWAP )
of Serko’s ordinary shares on the NZX for the 20
trading days preceding 4 June 2026.
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 32.680% (to 3dp) of
the RSUs in existence immediately before the issue.
Serko has 126,139,278 ordinary shares on issue
( Ordinary Shares ). It has granted in total 8,712,795
RSUs (post-grant).
If 100% of the RSUs on issue were to vest, it would
represent approximately 6.907% (to 3dp) of the
Ordinary Shares on issue.
This grant of 2,146,013 RSUs represents 1.701% (to
3dp) of the Ordinary Shares currently on issue.
125 The Strand, Parnell, Auckland, New Zealand
PO Box 37865, Parnell, T: +64 9 309 4754, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980

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 two
equal tranches between 2027 and 2028, or (b)
vesting in 2029.
Vesting Criteria: Vesting of RSUs is subject to the
terms of the Scheme Rules, including either: (a)
continued employment of the relevant employee on
each relevant vesting date; or (b) continued
employment of the relevant employee on the
relevant vesting date and performance-related
hurdles being met. There is no ‘exercise price’ for
share conversion to occur.
Ranking : Any Ordinary Shares in Serko issued on the
exercise of the RSUs will rank equally in all respects
with all other Ordinary Shares on issue in Serko.
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 pursuant to the
Scheme Rules. Reason for the issue is to encourage
certain employees to join and/or remain with Serko
and to align their interests with those of Serko’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.
126,139,278 Ordinary Shares on issue.
8,712,795 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, shareholder approval by way of
ordinary resolution pursuant to Listing Rule 4.2.1.
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 22 September 2026
Section 3: A uthority 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, General Counsel & Company
Secretary
Contact phone number +64 9 309 4754
Contact email address investor.relations@serko.com
Date of release through MAP 22 September 2026
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