Ann: GENERAL: XRO: Securities Trading Policy

• Release Date: 24/03/14 19:17
• Summary: GENERAL: XRO: Securities Trading Policy
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					XRO
24/03/2014 17:17
GENERAL

REL: 1717 HRS Xero Limited

GENERAL: XRO: Securities Trading Policy

This Policy replaces, effective 25 March 2014, the "Xero Insider Trading
Policy" implemented in 2007.
The material changes introduced by this revised Policy include:
- An amended definition of "Restricted Persons" (see section 3 below for the
new definition); the definition of
"Restricted Persons" in the (now superseded) "Xero Insider Trading Policy"
was "all Directors and employees of
Xero and its subsidiary companies, and trusts and companies controlled by
such persons".
- Amendments to the trading "black-out" periods for "Restricted Persons"
which are now:
o from the close of trade on 31 August until the opening of the first full
trading day after Xero's half-year
results (i.e. Interim Report) are released to ASX and NZX (previously this
period commenced "30 days
prior to Xero's half-year balance date");
o from the close of trade on the last day of February until the opening of
the first full trading day after
Xero's full-year results (i.e. Annual Report) are released to ASX and NZX
(previously this period
commenced "30 days prior to Xero's year end balance date"); and
o for the 30 day period prior to the release of a prospectus or similar
offering document for a general
public offer of the same class of Xero Restricted Securities.
Xero Limited
Securities Trading Policy and Guidelines
This policy applies to all directors, officers and employees of Xero and its
subsidiaries (you) who intend to trade in Xero
Restricted Securities (defined below). In this policy 'trade' includes buying
or selling listed securities, or agreeing to do so,
whether as principal or agent, but it does not include subscription for, or
the issue of, new securities.
More specific and stringent rules also apply to trading in Xero Restricted
Securities by all directors and certain employees
of Xero and its subsidiaries (see Additional Trading Restrictions for
Restricted Persons).
1. Introduction and Purpose
This document details Xero's policy on, and rules for dealing in, the
following securities (Xero Restricted Securities):
o Xero's listed ordinary shares; and
o any other listed securities of Xero or its subsidiaries, and any listed
derivatives (including futures contracts
listed on an authorised futures exchange) in respect of such listed
securities, from time to time.
The requirements imposed by the policy are separate from, and in addition to,
the legal prohibitions on insider
trading in New Zealand, Australia, and any other relevant jurisdiction.
If you do not understand any part of this policy, or how it applies to you,
you should raise the matter with the Company
Secretary before dealing with any securities covered by this policy.
Fundamental Rule - Insider trading is prohibited at all times
If you possess "Material Information" (defined below), then whether or not
you are a Restricted Person (defined below),
you must not:
o trade Xero Restricted Securities;
o advise or encourage others to trade or hold any Xero Restricted Securities;

o advise or encourage a person to advise or encourage another person to trade
or hold Xero Restricted
Securities; or
o pass on Material Information to others.
The prohibitions apply regardless of how you learn of the information, and
regardless of why you are trading. The
prohibition on insider trading applies not only to information concerning
Xero Restricted Securities. If a person has
Material Information in relation to listed securities of another issuer and
any listed derivatives (including futures
contracts listed on an authorised futures exchange) in respect of such listed
securities, that person must not trade in
those securities.
2. Insider Trading Laws
If you have any Material Information, it is illegal for you to:
o trade Xero Restricted Securities;
o advise or encourage others to trade or hold Xero Restricted Securities;
o advise or encourage a person to advise or encourage another person to trade
or hold Xero Restricted
Securities; or
o pass on the Material Information to anyone else - including colleagues,
family or friends - knowing (or where you
ought to have known) that the other person will use that information to
trade, continue to hold, or advise or
encourage someone else to trade, or hold, Xero Restricted Securities.
This offence, called "insider trading", can subject you to criminal liability
including large fines and/or imprisonment, and
civil liability, which may include being sued by another party or Xero, for
any loss suffered as a result of illegal trading.
Confidential information
In addition to the above, you also have a duty of confidentiality to Xero.
You must not reveal any confidential information
concerning Xero to a third party (unless that third party has signed a
confidentiality agreement with Xero and you have
been authorised to disclose the confidential information), or to use
confidential information in any way which may injure
or cause loss to Xero, or use confidential information to gain an advantage
for yourself. You should ensure that external
advisers keep Xero information confidential.
What is "Material Information" ?
"Material Information" is information that:
o is not generally available to the market; and
o if it were generally available to the market, a reasonable person would
expect it to have a material effect on the
price of Xero's listed securities.
Information is generally available to the market if it has been released as
an ASX or NZX announcement, or investors that
commonly invest in Xero's listed securities can readily obtain the
information (whether by observation, use of expertise,
purchase or other means).
It does not matter how you come to know the Material Information (including
whether you learn it in the course of carrying
out your responsibilities, or in passing in the corridor, or in a lift, or at
a social function). Information includes rumours,
matters of supposition, intentions of a person (including Xero), and
information which is insufficiently definite to warrant
disclosure to the public.
What are some examples of Material Information?
The following list is illustrative only. Material Information could include
information concerning:
o the financial performance of Xero;
o a possible change in the strategic direction of Xero;
o the introduction of an important new product or service;
o a possible acquisition or sale of any assets or company by Xero;
o entry into or the likely entry into or termination or likely termination of
material contracts or other business
arrangements which are not publicly known;
o a possible change in Xero's capital structure;
o a change in historical pattern of dividends;
o senior management changes;
o a material legal claim by or against Xero; or
o any other unexpected liability, which has not been released to the market.
Exceptions
This policy does not apply to:
o acquisitions and disposals by gift or inheritance;
o acquisitions through an issue of new listed securities, such as an issue of
new shares on the exercise of
options, under a rights issue, or a dividend reinvestment plan.
Short term trading discouraged
You should not engage in short term trading (the buying or selling of listed
securities within a 6 month period), unless
there are exceptional circumstances discussed with and approved by the
Company Secretary. Short term trading can be a
key indicator of insider trading, particularly if undertaken on a regular
basis or in large amounts. Therefore, to reduce the
risk of an allegation of insider trading, do not trade listed securities on a
short-term basis.
Fixed Trading Plan defence
Trading of Xero's securities under a fixed trading plan will not breach the
law if the fixed trading plan was entered into at a
time where an investor has no inside information and in entering the fixed
trading plan, the investor did not intend to
evade the prohibition on trading on inside information.
A fixed trading plan is a plan that is fixed for a period of time during
which the investor cannot withdraw from the plan or
influence trading decisions after the plan has begun.
If in doubt, don't
The rules contained in this policy do not replace your legal obligations. The
boundary between what is (and is not) in
breach of the law is not always clear. Sometimes behaviour that you consider
to be ethical actually may be insider trading.
If in doubt, don't!
Breaches of policy
Strict compliance with this policy is a condition of employment. Breaches of
this policy will be subject to disciplinary
action, which may include termination of employment.
Monitoring of trading
Xero may monitor the trading of directors and employees as part of the
administration of this policy.
Application of policy
The Board of Xero has approved this policy. The Board may approve updates,
amendments to and exemptions to this
policy from time to time, which may be implemented by posting on Xero's
intranet. To the extent of any inconsistency with
any previous policy or rules relating to this subject matter, this policy
prevails over them.
3. Additional Trading Restrictions for Restricted Persons
Persons covered by additional trading restrictions
The additional trading restrictions set out below apply to:
o all directors of Xero and its subsidiaries;
o Xero's Chief Executive;
o all members of Xero's Senior (i.e. C-level) Leadership Team and their
direct reports (including Country Managers
and the Global Executive Team);
o all members of Xero's Group Finance Team;
o all other people designated by Xero's Company Secretary. Such designation
may by name, position or business
group and shall be for such period of time as determined by Xero's Company
Secretary.
Persons covered by these additional restrictions are called "Restricted
Persons". Restricted Persons will be
considered responsible for the actions of trusts and companies controlled by
them. In this respect, "control" is not
to be construed in a technical way but by looking at how decisions are made
in practice.
If you are unsure as to whether these Rules apply to you, you should contact
Xero's Company Secretary.
Additional trading restrictions for Restricted Persons (black-out period)
Restricted Persons are prohibited from trading in any Xero Restricted
Securities during the following specific "black-out"
periods:
o from the close of trade on 31 August until the opening of the first full
trading day after Xero's half-year
results (i.e. Interim Report) are released to ASX and NZX;
o from the close of trade on the last day of February until the opening of
the first full trading day after
Xero's full-year results (i.e. Annual Report) are released to ASX and NZX;
and
o for the 30 day period prior to the release of a prospectus or similar
offering document for a general
public offer of the same class of Xero Restricted Securities.
Restricted Persons are not permitted to trade any Xero Restricted Securities
during a black-out period unless Xero's
Board provides a specific exemption.
Please note that if you hold Material Information you must not trade Xero
Restricted Securities at any time - regardless of
these periods.
4. Trading in Xero Restricted Securities
Requirements before trading
Before trading in Xero Restricted Securities, at any time, all directors and
employees of Xero or any of its subsidiaries
must, in writing:
o notify Xero's Company Secretary of their intention to trade in securities,
and seek consent to do so (using
the Request for Consent to Trade in Listed Securities form set out on the
following page);
o confirm that they do not hold Material Information; and
o confirm that there is no known reason to prohibit trading in any Xero
Restricted Securities.
A consent is only valid for a period of 10 trading days after notification. A
consent is automatically deemed to be
withdrawn if the person becomes aware of Material Information prior to
trading.
Requirements after trading
A Restricted Person must advise the Company Secretary promptly following
completion of any trade, and the Restricted
Person must comply with any disclosure obligations it has under the
Securities Markets (Disclosure of Relevant Interests
by Directors and Officers) Regulations.
XERO LIMITED
REQUEST FOR CONSENT TO TRADE IN LISTED SECURITIES
To: Company Secretary, Xero Limited (Xero)
In accordance with Xero's Securities Trading Policy, I request Xero's consent
be given to the following proposed transaction
to be undertaken either by me or persons associated with me, within 10
trading days of approval being given. I
acknowledge Xero is not advising or encouraging me to trade or hold
securities and does not provide any securities
recommendation.
Name:
Name of registered holder
transacting (if different):
Address:
Position:
Description and number of
securities:
Type of proposed transaction:
Purchase / Sale/ other (specify)
To be Transacted:
On NZX/ On ASX/ Off-market trade/ other (please specify)
Likely date of transaction (on or
about):
I declare that I do not hold information which:
o is not generally available to the market; and
o would have a material effect on the price of Xero's listed securities if it
were generally available to the market.
I know of no reason to prohibit me from trading in Xero's listed securities
and certify that the details given above are
complete, true and correct.
Signature Date
Xero hereby consents/does not consent to the proposed transaction described
above. Any consent is conditional on the
proposed transaction being completed within 10 trading days of the date of
this consent, and in compliance with Xero's
Securities Trading Policy.
Name:
on behalf of Xero Limited
Date
End CA:00248635 For:XRO    Type:GENERAL    Time:2014-03-24 17:17:21