SERKO LIMITED — Capital/Financing Update 2025

Jul 8, 2025

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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 of issuances to which this notice relates	1
Number issued/acquired/redeemed	3,366,813 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$3.0535 (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 2025.
Nature of the payment (for example, cash or other	N/A. Non-cash consideration is provided in the
consideration)	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	The new RSUs issued represent 142.272% (to
issued/acquired/redeemed/ (calculated on the number	3dp) of the RSUs in existence immediately
of Financial Products of the Class, excluding any	before the issue.
Treasury Stock, in existence)	Serko has 124,600,150 ordinary shares on issue
	(Ordinary Shares). It has granted in total
	5,733,275 RSUs (post-grant).
	If 100% of the RSUs on issue were to vest, it
	would represent approximately 4.601% (to 3dp)
	of the Ordinary Shares on issue.
	This grant of 3,366,813 RSUs represents
	2.702% (to 3dp) of the Ordinary Shares currently
	on issue.

Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand PO Box 37-865, Parnell, T: +64 9 309 4754, F: +64 9 377 0545, 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 thirds, between 2026 to 2028, or (b) vesting in tranches between, 2025 and 2028. Vesting Criteria:Vesting of RSUs is subject to the terms of the Schemes, including continued employment of the relevant employee on each relevant vesting date, and performance-related hurdles applicable to certain employees. There is no ‘exercise price’ for share conversion to occur. RankingAny 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.	124,600,150 Ordinary Shares on issue. 60,209 unlisted options outstanding, taking into account all forfeited options to date. 5,733,275 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, Listing Rule 4.6.1.
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	9 July 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	9 July 2025

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