Capital Change Notice - Restricted Share Units

Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 37-865, Parnell, T: +64 9 309 4754, F: +64 9 377 0545, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980
CAPITAL CHANGE NOTICE
Restricted Share Units
This notice relates to the issue of unlisted Restricted Share Units (RSUs) to Serko Limited (Serko)
employees to subscribe for ordinary shares in Serko under the Serko Long Term Incentive Scheme Rules
(Scheme Rules).
Section 1: Issuer information
Name of issuer Serko Limited
NZX ticker code SKO
Class of financial product Unlisted RSUs issued under the Scheme Rules.
ISIN NZSKOE0001S7
Currency NZD
Section 2: Capital change details
Number of issuances to which this notice relates 1
Number issued/acquired/redeemed 315,557 RSUs under the Scheme Rules.
Nominal value (if any) N/A
Issue/acquisition/redemption price per security
RSUs were granted at a value of NZ$2.5787 (to
4dp) using the Volume Weighted Average Price
(VWAP) of Serko’s ordinary shares on the NZX
for the 20 trading days preceding 3 December
2025.
Nature of the payment (for example, cash or other
consideration)
N/A. 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 5.954% to 3dp)
of the RSUs in existence immediately before the
issue.
Serko has 124,881,635 ordinary shares on issue
(Ordinary Shares). It has granted in total
5,615,363 RSUs (post-grant).
If 100% of the RSUs on issue were to vest, it
would represent approximately 4.497% (to 3dp)
of the Ordinary Shares on issue.
This grant of 315,557 RSUs represents 0.253%
(to 3dp) of the Ordinary Shares currently on
issue.

2
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)
The RSUs have been granted pursuant to the
Scheme Rules as part of the remuneration
package of certain employees.
Vesting Periods: The RSUs are subject to time-
based vesting criteria, either: (a) vesting in
thirds, between 2026 to 2028, or (b) vesting in
tranches between, 2025 and 2028.
Vesting Criteria: Vesting of RSUs is subject to
the terms of the Schemes, including continued
employment of the relevant employee on each
relevant vesting date, and performance-related
hurdles applicable to certain employees. There
is no ‘exercise price’ for share conversion to
occur.
Ranking Any Ordinary Shares in Serko issued on
the exercise of the RSUs will rank equally in all
respects with all other Ordinary Shares on issue
in Serko.
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 pursuant to
the Scheme Rules.
Reason for the issue is to encourage certain
employees to join and/or remain with Serko and
to align their interests with those of Serko’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.
124,881,635 Ordinary Shares on issue.
3,868 unlisted options outstanding, taking into
account all forfeited options to date.
5,615,363 RSUs.
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 4.6.1.
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 Rules. Other terms are
detailed above.
Date of issue/acquisition/redemption 5 December 2025
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Isla Dentice-Wood, Company Secretary
Contact person for this announcement Isla Dentice-Wood, Company Secretary
Contact phone number +64 9 884 5916
Contact email address investor.relations@serko.com
Date of release through MAP 8 December 2025