SECISSUE: SKO: Capital Change Notice - Options

CAPITAL CHANGE NOTICE

Section 1: Issuer information

Name of issuer

NZX ticker code

Class of financial product

ISIN

Currency

Section 2: Capital change details

Number of issuances to which this notice relates

Number issued/acquired/redeemed

Nominal value (if any)

Issue/acquisition/redemption price per security

Nature of the payment (for example, cash or other consideration)

Amount paid up (if not in full)

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

For an issue of Convertible Financial Products or Options, theprincipal 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) orthe Option (for example, the exercise price and exercise date)

Reason for issue/acquisition/redemption and specific authority for issue/acquisition/redemption/ (the reason for change must be identified here)

Serko Limited ("Serko")

SKO

Unlisted Options to subscribe for ordinary shares in Serko Limited ("Options") under the Serko Limited 2018 US Share Incentive Plan ("2018 US Share Incentive Plan")

NZSKOE0001S7

NZD

1

59,619 Options

N/A

Exercise price of NZ$4.80 per Option

N/A

N/A

The new Options issued represent 46.641% (to 3dp) of the Options in existence immediately before the issue.

The Company has 92,751,7199 Ordinary Shares on issue. It has granted in total 187,443 Options. If 100%of the Options were to vest and be exercised on the date of this notice of allotment, it would represent approximately 0.202% (to 3dp) of the Ordinary Shareson issue immediately before such exercise.

This grant represents 0.064% (to 3dp) of the OrdinaryShares on issue.

Options are exercisable at NZ$4.80 per Option, expiring on 23 October 2025. The Options will vest (meaning they are able to be exercised) in four tranches, subject to continued employment on 23 July2022; 23 July 2023; 23 July 2024; and 23 July 2025.

Any Ordinary Shares in Serko Limited issued on the exercise of the Options will rank equally in all respectswith all other Ordinary Shares on issue in Serko Limited.

Authorised by the board of Serko Limited pursuant tothe 2018 US Share Incentive Plan.

Reason for the issue is to encourage certain employees, officers and directors to remain with

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

Total number of Financial Products of the Class after the issue/acquisition/redemption/Conversion (excluding TreasuryStock) and the total number of Financial Products of the Class held as Treasury Stock after the issue/acquisition/redemption.

In the case of an acquisition of shares, whether those sharesare to be held as treasury stock

Specific authority for the issue, acquisition, or redemption, 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 example: restrictions, escrow arrangements)

Date of issue/acquisition/redemption

Section 3: Authorityfor this announcement and contact person

Name of person authorised to make this announcement

Contact person for this announcement

Contact phone number

Contact email address

Date of release through MAP

Serko Limited and to align their interests with those of Serko Limited's shareholders

187,443 unlisted Options (convertible into Ordinary Shares on a 1:1 basis) outstanding.

There are also 92,751,719 Ordinary Shares on issue

N/A

Directors' resolution, Listing Rule 4.6

The Options issued in accordance with the terms set out in the 2018 US Share Incentive Plan and Option Agreement. Other terms are detailed above.

18 September 2020 (Grant Date)

Sarah Miller, General Counsel

Susan Putt, Chief Financial Officer

[phone]

[e-mail]

21 September 2020

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

PO Box 47-638, Ponsonby, T: [phone], F: [phone], [e-mail] in New Zealand ARBN 611 613 980