Capital Change Notice - Restricted Share Units

Name of issuer

Serko Limited ("Serko")

NZX ticker code

SKO

Class of financial product

Unlisted Restricted Share Units ("RSUs") to subscribe

for ordinary shares in Serko Limited under the Serko

Limited 2019 Long Term Incentive Scheme ("2019

A/NZ Long-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

54,590 RSUs under the Serko 2019 A/NZ 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 other

Non-cash consideration is provided in the form of

consideration)

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 2.8% (to 3dp) of the

issued/acquired/redeemed/ (calculated on the number of

RSUs in existence immediately before the issue.

Financial Products of the Class, excluding any Treasury Stock,

The Company has 118,675,642 Ordinary Shares on

in existence)1

issue. It has granted in total 1,926,486 RSUs (post-

grant). If 100% of the RSUs were to vest and be

exercised on the date of this notice of allotment, it

would represent approximately 1.623% (to 3dp) of the

Ordinary Shares on issue (post-grant).

This grant represents 0.460% (to 3dp) of the Ordinary

Shares on issue.

For an issue of Convertible Financial Products or Options, the

Exercise:Upon the exercise of the RSUs, Serko

principal terms of Conversion (for example the Conversion

Limited will issue one Ordinary Share in Serko Limited

price and Conversion date and the ranking of the Financial

for every one RSU that vests.

Product in relation to other Classes of Financial Product) or

Exercise Price:The exercise price for a RSU is nil.

the Option (for example, the exercise price and exercise date)

Ranking:Any Ordinary Shares in Serko Limited issued

on the exercise of the RSUs will rank equally in all

respects with all other Ordinary Shares on issue in

Serko Limited.

Vesting Period:Subject to continued employment:

-

1/3 May 2022

-

1/3 May 2023

-

1/3 May 2024

5 days after full year results announcement

Reason for issue/acquisition/redemption and specific

Authorised by the Board of Serko Limited pursuant to

authority for issue/acquisition/redemption/ (the reason for

the 2019 A/NZ Long-Term Incentive Scheme.

change must be identified here)

Reason for the issue is to encourage certain

employees, officers and directors to remain with

Serko Limited and to align their interests with those

of Serko Limited's shareholders

Total number of Financial Products of the Class after the

118,675,642 ordinary shares on issue

issue/acquisition/redemption/Conversion (excluding Treasury

Stock) and the total number of Financial Products of the

There are also 160,322 unlisted options outstanding,

Class held as Treasury Stock after the

taking into account all forfeited options to date.

issue/acquisition/redemption.

There are also 1,288,865 unlisted restricted share

units outstanding, taking into account all forfeited

restricted share units to date.

In the case of an acquisition of shares, whether those shares

N/A

are to be held as treasury stock

Specific authority for the issue, acquisition, or redemption,

Directors' resolution, Listing Rule 4.6

including a reference to the rule pursuant to which the issue,

acquisition, or redemption is made

Terms or details of the issue, acquisition, or redemption (for

The RSUs issued in accordance with the terms set out

example: restrictions, escrow arrangements)

in the 2019 A/NZ Long-Term Incentive Scheme. Other

terms are detailed above.

Date of issue/acquisition/redemption

3 December 2021 (grant 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

Sarah Miller, General Counsel

Contact phone number

+64 9 884 5916

Contact email address

investor.relations@serko.com

Date of release through MAP

6 December 2021