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SERKO LIMITED — Share Issue/Capital Change 2025
Nov 25, 2025
65804_rns_2025-11-25_cda4f5e9-6c9f-4f3b-84f1-e75304547b0e.pdf
Share Issue/Capital Change
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CAPITAL CHANGE NOTICE – 26 November 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 281,485 ordinary shares (“ Issue” ) upon the vesting of the equivalent number of RSUs as detailed in this notice (“ Vesting” ), Serko Limited now has 5,299,806 RSUs outstanding under the Scheme and 124,881,635 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 | 281,485 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 0.226% (to 3dp) of all ordinary shares on issue prior to the Issue. Vesting:The RSUs that vested (under the Vesting) comprised 5.043% (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.
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, [email protected] Incorporated in New Zealand ARBN 611 613 980
| 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. 124,881,635 ordinary shares following the Issue. 2. 5,299,806 RSUs taking into account the RSUs that were vested under the Vesting and those forfeited to date. 3. 3,868 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 | 25 November 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 | [email protected] |
| Date of release through MAP | 26 November 2025 |
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