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 Restricted Share Units (RSUs) under the Serko Limited Long Term Incentive Scheme ("Scheme") ISIN NZSKOE0001S7 Currency NZD Section 2: Capital change details Number issued/acquired/redeemed 43,571 RSUs Nominal value (if any) N/A Issue/acquisition/redemption price per security No consideration is payable for the issue of the RSUs Nature of the payment (for example, cash or other consideration) N/A Amount paid up (if not in full) N/A 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) The Company has 92,086,422 Ordinary Shares on issue. It has granted in total 237,489 RSUs and 298,464 Options. If 100% of the RSUs and Options were to vest and be exercised on the date of this notice of allotment, it would represent approximately 0.582 (to 3dp) of the Ordinary Shares on issue. For an issue of Convertible Financial Products or Options, the principal 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) or the Option (for example, the exercise price and exercise date) Vesting Period: Subject to the holder of the RSUs retaining continuous employment with Serko Limited, the RSUs will vest on 13 December 2022 and will automatically exercise no later than five business days following that date. Exercise: Upon the exercise of the RSUs, Serko Limited will issue one Ordinary Share in Serko Limited for 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 in Serko Limited. Reason for issue/acquisition/redemption and specific authority for issue/acquisition/redemption/ (the reason for change must be identified here) Authorised by the board of Serko Limited pursuant to the Serko Limited Long Term Incentive Scheme. 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 issue/acquisition/redemption/Conversion (excluding Treasury Stock) and the total number of Financial Products of the Class held as Treasury Stock after the issue/acquisition/redemption. 579,524 unlisted RSUs and Options (convertible into Ordinary Shares on a 1:1 basis) outstanding. There are also 92,086,422 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 Terms or details of the issue, acquisition, or redemption (for example: restrictions, escrow arrangements) The RSUs issued in accordance with the terms set out in the Serko Limited Long Term Incentive Scheme. Other terms are detailed above. Date of issue/acquisition/redemption 13 December 2019 (Grant Date) Section 3: Authority for this announcement and contact person Name of person authorised to make this announcement Susan Putt Contact person for this announcement Susan Putt, Chief Financial Officer Contact phone number +64 21 388 009 Contact email address investor.relations@serko.com Date of release through MAP 16 December 2019 End CA:00346082 For:SKO Type:SECISSUE Time:2019-12-16 13:58:49