SERKO LIMITED

SKO
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SECISSUE: SKO: Capital Change Notice - Restricted Share Units

11/09/2020 | 03:32am

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

+64 27 245 0267

Contact email address

investor.relations@serko.com

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: +64 9 309 4754, F: +64 9 377 0545, investor.relations@serko.com

Incorporated in New Zealand ARBN 611 613 980

Disclaimer

Serko Limited published this content on 09 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 November 2020 08:31:07 UTC

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