Serko : Capital Change Notice - Restricted Share Units

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 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

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

	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	[phone]
	Contact email address	[e-mail]
	Date of release through MAP	6 December 2021

Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand

PO Box 47-638, Ponsonby, T: [phone], F: [phone], [e-mail]

Incorporated in New Zealand ARBN 611 613 980