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	233,389 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 consideration)	Non-cash consideration is provided in the form ofservices rendered and to be rendered by the holdersas employees of Serko
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the number of Financial Products of the Class, excluding any Treasury Stock,in existence)1	The new RSUs issued represent 18.221% (to 3dp) of the RSUs in existence immediately before the issue. The Company has 107,821,504 Ordinary Shares on issue. It has granted in total 1,514,291 RSUs (post-grant). If 100% of the RSUs were to vest and beexercised on the date of this notice of allotment, it would represent approximately 1.404% (to 3dp) of theOrdinary Shares on issue (post-grant). This grant represents 0.216% (to 3dp) of the OrdinaryShares on issue.
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)	Exercise:Upon the exercise of the RSUs, SerkoLimited will issue one Ordinary Share in Serko Limitedfor every one RSU that vests. Exercise Price:The exercise price for a RSU is nil. 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 inSerko Limited. Vesting Period:Subject to continued employment -233,389 RSUs: 26 March 2024

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

Reason for issue/acquisition/redemption and specificauthority for issue/acquisition/redemption/ (the reason forchange must be identified here)	Authorised by the Board of Serko Limited pursuant to the 2019 Long-Term Incentive Scheme. Reason for the issue is to encourage certainemployees, officers and directors to remain with Serko Limited and to align their interests with thoseof Serko Limited's shareholders.
Total number of Financial Products of the Class after theissue/acquisition/redemption/Conversion (excluding Treasury Stock) and the total number of Financial Products of theClass held as Treasury Stock after the issue/acquisition/redemption.	1,514,291 unlisted RSUs (convertible into OrdinaryShares on a 1:1 basis) outstanding. There are also 107,821,504 Ordinary Shares on issue.
In the case of an acquisition of shares, whether those shares are to be held as treasury stock	N/A
Specific authority for the issue, acquisition, or redemption,including a reference to the rule pursuant to which the issue,acquisition, or redemption is made	Directors' resolution, Listing Rule 4.6
Terms or details of the issue, acquisition, or redemption (for example: restrictions, escrow arrangements)	The RSUs issued in accordance with the terms set outin the 2019 Long-Term Incentive Scheme. Otherterms are detailed above.
Date of issue/acquisition/redemption	29 March 2021 (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	30 March 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