Ann: GENERAL: XRO: XRO - Waivers from ASX Listing Rules

• Release Date: 03/07/14 16:29
• Summary: GENERAL: XRO: XRO - Waivers from ASX Listing Rules
• Price Sensitive: No
• Download Document  3.82KB

					XRO
03/07/2014 16:29
GENERAL

REL: 1629 HRS Xero Limited

GENERAL: XRO: XRO - Waivers from ASX Listing Rules

MARKET RELEASE
GRANT OF WAIVER FROM ASX LISTING RULES 10.13.3 AND 10.13.5
Xero Limited (ASX/NZX: XRO) (Xero or the Company) will be holding its 2014
Annual Meeting on
Wednesday 23 July 2014 (Meeting).
In the Notice of Meeting sent to Xero's shareholders (a copy of which can be
found on Xero's website at
http://www.xero.com/about/investors/notices/) (Notice of Meeting), Xero noted
that it had applied for, and
had received, from the Australian Securities Exchange (ASX) a waiver of
certain ASX Listing Rules in
relation to proposed resolutions 9 and 10 set out in the Notice of Meeting.
The specific waivers granted to Xero are as follows:
1. "A waiver of ASX Listing Rules 10.13.3 and 10.13.5 to the extent necessary
to permit the
Company's notice of general meeting ("Notice") to approve the issue of a
maximum of NZ$70,000
worth of shares to Lee Hatton in lieu of directors fees ("Remuneration
Shares") not to state that the
Remuneration Shares will be issued no later than one month after the date of
the meeting and
subject to the following conditions:
(a) The Notice states that the Remuneration Shares will be issued within 12
months after
shareholder approval is obtained.
(b) The Notice states that the number of Remuneration Shares to be issued to
Lee Hatton (or
her nominee) will be calculated by dividing the amount owed to her by the
volume weighted
average price of the underlying shares for the 20 business days prior to the
issue.
(c) The Company releases the terms of this waiver to the market at the same
time the Notice is
released to the market by way of a separate announcement.
(d) The Notice contains the full terms and conditions of the Remuneration
Shares.
(e) The Company's annual report for any period during which the shares are
issued to Ms
Hatton (or her nominee), discloses details of the number of Remuneration
Shares that were
issued to her, including the percentage of the Company's issued capital
represented by
those Remuneration Shares."
2. "A waiver of ASX Listing Rule 10.13.3 to the extent necessary to permit
the Company's notice of
general meeting ("Notice") to approve the issue of a maximum of NZ$220,000
worth of options to
Chris Liddell (or his nominee) and a maximum of NZ$176,000 options to Bill
Veghte (or his
nominee) in each case in lieu of director's fees ("Remuneration Options") not
to state that the
Remuneration Options will be issued no later than one month after the date of
the meeting and
subject to the following conditions:
(a) The Notice states that the Remuneration Options will be issued within 12
months after
shareholder approval is obtained.
(b) The Notice states that the number of Remuneration Options to be issued to
Mr Chris Liddell
and Bill Veghte (or their nominees) will be calculated by dividing the amount
owed to each
director by the value of each option as determined by the Black Scholes
methodology and
the exercise price of each option is the market value of the underlying
shares at the time of
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2
the grant of the options as determined by the volume weighted average price
of the
underlying shares for the 5 business days prior to the issue.
(c) The Company releases the terms of this waiver to the market at the same
time the Notice is
released to the market by way of a separate announcement.
(d) The Notice contains the full terms and conditions of the Remuneration
Options.
(e) The Company's annual report for any period during which the options are
issued to Mr
Liddell and Mr Veghte (or their nominees), discloses details of the number of
options that
were issued to each of them, including the percentage of the Company's issued
capital
represented by those options (upon their conversion)."
Matt Vaughan
Company Secretary
3 July 2014
End CA:00252411 For:XRO    Type:GENERAL    Time:2014-07-03 16:29:20