Serko Limited — Share Issue/Capital Change 2019

Jul 30, 2019

30 July 2019

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Notification of Issue of Restricted Share Units

This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Restricted Share Units under the Serko Limited Long Term Incentive Scheme.

Section 1: Issuer information

Section 1: Issuer information
Name of issuerNZX ticker codeClass of financial productISINCurrency	Serko Limited (“Serko”)SKORestricted Share Units (RSUs) under the SerkoLimited Long Term Incentive Scheme(“Scheme”)NZSKOE0001S7NZD
Section 2: Capital change details
Number issued/acquired/redeemed	237,489 RSUs
Nominal value (if any)	N/A
Issue/acquisition/redemption price per security	No consideration is payable for the issue of theRSUs
Nature of the payment (for example, cash or otherconsideration)	N/A
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on thenumber of Financial Products of the Class, excludingany Treasury Stock, in existence)	The Company has 80,922,809 Ordinary Shareson issue. It has granted in total 237,489 RSUsand 323,464 Options**.**If 100% of the RSUs andOptions were to vest and be exercised on thedate of this notice of allotment, it wouldrepresent approximately 0.693 (to 3dp) of theOrdinary Shares on issue.
For an issue of Convertible Financial Products orOptions, the principal terms of Conversion (forexample the Conversion price and Conversion dateand the ranking of the Financial Product in relation toother Classes of Financial Product) or the Option (forexample, the exercise price and exercise date)	Vesting Period: Subject to the holder of theRSUs retaining continuous employment withSerko Limited, the RSUs will vest on 22 July2022 and will automatically exercise no laterthan five business days following that date.Exercise: Upon the exercise of the RSUs,Serko Limited will issue one Ordinary Share inSerko Limited for every one RSU that vests.Exercise Price: The exercise price for a RSU isnil.

	Ranking: Any Ordinary Shares in SerkoLimited issued on the exercise of the RSUs willrank equally in all respects with all otherOrdinary Shares on issue in Serko Limited.
Reason for issue/acquisition/redemption and specificauthority for issue/acquisition/redemption/ (thereason for change must be identified here)	Authorised by the board of Serko Limitedpursuant to the Serko Limited Long TermIncentive Scheme. Reason for the issue is toencourage certain employees, officers anddirectors to remain with Serko Limited and toalign their interests with those of SerkoLimited’s shareholders
Total number of Financial Products of the Class afterthe issue/acquisition/redemption/Conversion(excluding Treasury Stock) and the total number ofFinancial Products of the Class held as Treasury Stockafter the issue/acquisition/redemption.	560,953 unlisted RSUs and Options(convertible into Ordinary Shares on a 1:1basis) outstanding.There are also 80,922,809 Ordinary Shares onissue
In the case of an acquisition of shares, whether thoseshares are to be held as treasury stock	N/A
Specific authority for the issue, acquisition, orredemption, including a reference to the rulepursuant to which the issue, acquisition, orredemption is made	Directors’ resolution
Terms or details of the issue, acquisition, orredemption (for example: restrictions, escrowarrangements)	The RSUs issued in accordance with the termsset out in the Serko Limited Long TermIncentive Scheme. Other terms are detailedabove.
Date of issue/acquisition/redemption	30 July 2019 (Grant Date)
Section 3: Authority for this announcement and contact person
Name of person authorised to make thisannouncement	Susan Putt
Contact person for this announcement	Susan Putt, Chief Financial Officer
Contact phone number	+64 9 309 4754 or +64 21 388 009
Contact email address	investor.relations@serko.com
Date of release through MAP	30 July 2019