Serko Limited — Share Issue/Capital Change 2020

Dec 14, 2020

CAPITAL CHANGE NOTICE

Section 1: Issuer information
Name of issuer	Serko Limited (“Serko”)
NZX ticker code	SKO
Class of financial product	Unlisted Restricted Share Units (“RSUs”) to subscribefor ordinary shares in Serko Limited under the SerkoLimited 2019 Long Term Incentive Scheme (“2019Long-Term Incentive Scheme”)
ISIN	NZSKOE0001S7
Currency	NZD
Section 2: Capital change details
Number of issuances to which this Notice relates	1
Number issued/acquired/redeemed	10,398 RSUs under 2019 Long-Term Incentive Scheme
Nominal value (if any)	N/A
Issue/acquisition/redemption price per security	Nil
Nature of the payment (for example, cash or otherconsideration)	Non-cash consideration is provided in the form ofservices rendered and to be rendered by the holdersas employees of Serko
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the number ofFinancial Products of the Class, excluding any Treasury Stock,in existence)1	The new RSUs issued represent 0.804% (to 3dp) of theRSUs in existence immediately before the issue.The Company has 107,818,438 Ordinary Shares onissue. It has granted in total 1,303,994 RSUs. If 100%of the RSUs were to vest and be exercised on the dateof this notice of allotment, it would representapproximately 1.209% (to 3dp) of the Ordinary Shareson issue.This grant represents 0.010% (to 3dp) of the OrdinaryShares on issue.
For an issue of Convertible Financial Products or Options, theprincipal terms of Conversion (for example the Conversionprice and Conversion date and the ranking of the FinancialProduct in relation to other Classes of Financial Product) orthe Option (for example, the exercise price and exercise date)	**Exercise:**Upon the exercise of the RSUs, SerkoLimited will issue one Ordinary Share in Serko Limitedfor every one RSU that vests.**Exercise Price:**The exercise price for a RSU is nil.**Ranking:**Any Ordinary Shares in Serko Limitedissued on the exercise of the RSUs will rank equally inall respects with all other Ordinary Shares on issue inSerko Limited.**Vesting Period:**Subject to continued employment,10 December 2023
Reason for issue/acquisition/redemption and specificauthority for issue/acquisition/redemption/ (the reason forchange must be identified here)	Authorised by the Board of Serko Limited pursuant tothe 2019 Long-Term Incentive Scheme.Reason for the issue is to encourage certainemployees,officers and directors to remain with

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

	Serko Limited and to align their interests with thoseof Serko Limited’s shareholders
Total number of Financial Products of the Class after theissue/acquisition/redemption/Conversion (excluding TreasuryStock) and the total number of Financial Products of theClass held as Treasury Stock after theissue/acquisition/redemption.	1,303,994 unlisted RSUs (convertible into OrdinaryShares on a 1:1 basis) outstanding.There are also 107,818,438 Ordinary Shares on issue
In the case of an acquisition of shares, whether those sharesare 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 (forexample: restrictions, escrow arrangements)	The RSUs issued in accordance with the terms set outin the 2019 Long-Term Incentive Scheme. Otherterms are detailed above.
Date of issue/acquisition/redemption	14 December 2020 (Allotment Date)
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement	Sarah Miller
Contact person for this announcement	General Counsel and Company Secretary
Contact phone number	+64 27 245 0267
Contact email address	investor.relations@serko.com
Date of release through MAP	15 December 2020

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