SECISSUE: SKO: 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
		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	6,818 RSUs under Serko 2019 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 Company has 107,599,942 Ordinary Shares on
	issued/acquired/redeemed/ (calculated on the number of	issue. It has granted in total 1,535,709 RSUs. If 100%
	Financial Products of the Class, excluding any Treasury Stock,	of the RSUs were to vest and be exercised on the date
	in existence)1	of this notice of allotment, it would represent
		approximately 1.427% (to 3dp) of the Ordinary Shares
		on issue.
		This grant represents 0.006% (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 -
		6,818 RSUs: 23 July 2023
	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 Long-Term Incentive Scheme.
	change must be identified here)	Reason for the issue is to encourage certain
		employees, officers and directors to remain with

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

		Serko Limited and to align their interests with those
		of Serko Limited's shareholders
	Total number of Financial Products of the Class after the	1,535,709 unlisted RSUs (convertible into Ordinary
	Shares on a 1:1 basis) outstanding.
	issue/acquisition/redemption/Conversion (excluding Treasury
	Stock) and the total number of Financial Products of the
	Class held as Treasury Stock after the	There are also 107,599,942 Ordinary Shares on issue
	issue/acquisition/redemption.
	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 Long-Term Incentive Scheme. Other
		terms are detailed above.
	Date of issue/acquisition/redemption	9 November 2020 (Allotment 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 and Company Secretary
	Contact phone number	[phone]
	Contact email address	[e-mail]
	Date of release through MAP	9 November 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]

Incorporated in New Zealand ARBN 611 613 980