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 ("Scheme") and the Serko Limited 2018 Share Incentive Plan for U.S. Employees ("Plan") ISIN NZSKOE0001S7 Currency NZD Section 2: Capital change details Number of issuances to which this Notice relates 1 Number issued/acquired/redeemed 401,121 RSUs under the Scheme and 27,023 RSUs under the Plan, totalling 428,144 RSUs. 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 of 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 issued/acquired/redeemed/ (calculated on the number of Financial Products of the Class, excluding any Treasury Stock, in existence) The new RSUs issued represent 38.896% (to 3dp) of the RSUs in existence immediately before the issue. The Company has 92,751,719 Ordinary Shares on issue. It has granted in total 1,528,891 RSUs. If 100% of the RSUs were to vest and be exercised on the date of this notice of allotment, it would represent approximately 1.648% (to 3dp) of the Ordinary Shares on issue immediately before such exercise. This grant represents 0.462% (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) 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. Vesting Period: Subject to continued employment, 23 July 2023. 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 Scheme and the Plan. 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. 1,528,891 unlisted RSUs (convertible into Ordinary Shares on a 1:1 basis) outstanding. There are also 92,751,719 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 out in the Scheme and the Plan. Other terms are detailed above. Date of issue/acquisition/redemption 18 September 2020 (Grant Date) Section 3: Authority for this announcement and contact person Name of person authorised to make this announcement Sarah Miller, General Counsel 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 21 September 2020 End CA:00360064 For:SKO Type:SECISSUE Time:2020-09-21 12:03:51