Ann: ALLOT: XRO: Notification of Allotment of Securities

• Release Date: 16/06/14 17:09
• Summary: ALLOT: XRO: Notification of Allotment of Securities
• Price Sensitive: No
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					XRO
16/06/2014 17:09
ALLOT

REL: 1709 HRS Xero Limited

ALLOT: XRO: Notification of Allotment of Securities

16 June 2014

XERO LIMITED (XRO)

NOTIFICATION OF ALLOTMENT OF SECURITIES

For the purpose of Listing Rule 7.12.1 of the NZX Listing Rules, Xero Limited
advises the following securities have been issued:

Class of Securities  (a) Ordinary Shares

(b) Conditional Agreement to issue Ordinary Shares in Xero Limited
(Restricted Stock Units or RSUs)

ISIN  NZXROE0001S2
Number of securities issued  (a) 182,728 Ordinary Shares

(b) RSUs relating to the future issue of up to 49,240 Ordinary Shares

Issue price  (a) NZ$31.87 per Ordinary Share, being the 20 day volume
weighted average market price of Xero Limited's Ordinary Shares on the NZX
through to 12 June 2014

(b) The RSUs have been granted pursuant to the Xero Limited (USA) Equity
Incentive Scheme as part of the remuneration package of US based employees.
The number of RSUs granted is calculated based on the total dollar
entitlement of all eligible employees divided by NZ$31.87, being the 20 day
volume weighted average market price of Xero Limited's Ordinary Shares on the
NZX through to 12 June 2014. No cash consideration is required to be paid for
the RSUs to vest

Payment in cash  (a) Yes

(b) N/A. Issue of RSUs pursuant to the Xero Limited (USA) Equity Incentive
Scheme.  No cash consideration is required to be paid for the RSUs to vest

Any amount paid up (if not in full)  (a) Fully paid

(b) N/A

Percentage of total class issued (excluding treasury stock)  (a) 0.14% (as a
percentage of Ordinary Shares on issue after this issue to 2 d.p.)

(b) If 100% of the RSUs were to vest on the date of this notification: 0.04%
of issued Ordinary Shares (to 2 d.p.)

Reasons for the issue  (a) Issue of fully paid Ordinary Shares in accordance
with the Rules of the Xero Limited Employee Restricted Share Plan to
employees based in Australia, the United Kingdom, and New Zealand

(b) RSUs granted under the Xero Limited (USA) Equity Incentive Scheme as part
of the remuneration package of US based employees

Specific authority for the issue  Resolution of directors passed on 13 June
2014

Terms or details of the issue  (a) Issue of fully paid Ordinary Shares in
accordance with the Rules of the Xero Limited Employee Restricted Share Plan
as part of the remuneration package of employees based in Australia, the
United Kingdom, and New Zealand. Participating employees will become entitled
to the shares in specified percentages over three years, subject to the terms
of the Xero Limited Employee Restricted Share Plan (including the continued
employment of the relevant participating employee with the Xero Limited
Group)

(b) Grant of RSUs under the Xero Limited (USA) Equity Incentive Scheme as
part of the remuneration package of US based employees.  The RSUs relate to a
conditional right to be issued Ordinary Shares. The RSUs will vest in
specified percentages over three years, subject to the terms of the Xero
Limited (USA) Equity Incentive Scheme (including the continued employment of
the relevant participating employee with the Xero Limited Group)

Total number of securities of the class in existence after the issue
(excluding treasury stock)  (a) 127,809,631 Ordinary Shares

(b) 69,777 RSUs relating to the issue of up to 69,777 Ordinary Shares

Note that there are also 903,759 unlisted options (convertible into Ordinary
Shares on a 1:1 basis) outstanding

Date of issue  (a) 13 June 2014

(b) 13 June 2014 (grant date)

Matt Vaughan
Company Secretary
Email: [email protected]
End CA:00251637 For:XRO    Type:ALLOT      Time:2014-06-16 17:09:28