Ann: ALLOT: XRO: Notification of Allotment of Securities

• Release Date: 24/12/14 08:30
• Summary: ALLOT: XRO: Notification of Allotment of Securities
• Price Sensitive: No
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					XRO
24/12/2014 08:30
ALLOT
NOT PRICE SENSITIVE
REL: 0830 HRS Xero Limited

ALLOT: XRO: Notification of Allotment of Securities

23 December 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)

(c) Options to subscribe for Ordinary Shares in Xero Limited (Options)

ISIN  NZXROE0001S2
Number of securities issued  (a) 248,441 Ordinary Shares

(b) RSUs relating to the future issue of up to 93,326 Ordinary Shares

(c) 40,000 Options

Issue price  (a) NZ$16.81 per Ordinary Share, being the 20 day volume
weighted average market price of Xero Limited's Ordinary Shares on the NZX
Mainboard through to 19 December 2014.

(b) The RSUs were granted at a value of NZ$16.81 each, being the 20 day
volume weighted average market price of Xero Limited's Ordinary Shares on the
NZX Mainboard through to 19 December 2014. No cash consideration is required
to be paid for the RSUs to vest.

(c) N/A. The Options have an exercise price of NZ$16.81 per Option (being the
20 day volume weighted average market price of Xero Limited's Ordinary Shares
on the NZX Mainboard through to 19 December 2014).

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.

(c) N/A. Grant of Options pursuant to the Xero Limited (USA) Equity Incentive
Scheme.  To exercise the Options, the recipients are required to pay the
exercise price (as set out above).

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

(b) N/A

(c) N/A

Percentage of total class issued (excluding treasury stock)  (a) 0.19% (as a
percentage of Ordinary Shares on issue after this issue to 2 d.p.)

(b) If 100% of the RSUs were to vest and be exercised on the date of this
notification:  0.07% (as a percentage of Ordinary Shares on issue after this
issue to 2 d.p.)

(c) If 100% of the Options were to vest and be exercised on the date of this
notification: 0.03% (as a percentage of Ordinary Shares on issue after this
issue to 2 d.p.)

Reasons for the issue  (a) Ordinary Shares issued under the Xero Limited
Employee Restricted Share Plan as part of the remuneration package of
employees (including key executives) based in New Zealand, Australia, and the
United Kingdom.

(b) RSUs granted under the Xero Limited (USA) Equity Incentive Scheme as part
of the remuneration package of US based employees and certain key executive
employees based in the US.

(c) Grant of Options under the Xero Limited (USA) Equity Incentive scheme as
part of the remuneration package of a US employee.

Specific authority for the issue  Resolution of directors passed on 20
December 2014

Terms or details of the issue  (a) 248,441 fully paid Ordinary Shares were
issued in accordance with the Rules of the Xero Limited Employee Restricted
Share Plan as part of the remuneration package of employees based in New
Zealand, Australia, and the United Kingdom. Participating employees will
become entitled to the shares in specified percentages on 31 March in 2015,
2016 and 2017 (with the exception of 20,000 Ordinary Shares which will vest
shortly after issue), 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 and in certain cases
satisfaction of performance hurdles.

(b) 93,326 RSUs have been granted pursuant to the Xero Limited (USA) Equity
Incentive Scheme as part of the remuneration package of US based employees
and certain key executive employees based in the US. The RSUs relate to a
conditional right to be issued Ordinary Shares. The RSUs will vest (meaning
that an equivalent number of Ordinary Shares in Xero Limited will be issued)
in specified percentages on 31 March in 2015, 2016, and 2017, 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 and in certain cases satisfaction of performance hurdles.

(c) Grant of Options under the Xero Limited (USA) Equity Incentive scheme as
part of the remuneration package of a US employee. The Options vest (meaning
that an equivalent number will be capable of exercise) in specified
percentages on 31 March in 2015, 2016, and 2017 subject to the terms of the
Xero Limited (USA) Equity, including the recipient's continued employment
with the Xero Limited Group.  The Options have a final exercise date of four
years from the date of grant.

Total number of securities of the class in existence after the issue
(excluding treasury stock)  (a) 128,346,648 Ordinary Shares

(b) 149,620 RSUs (conditional contractual right to be issued up to 149,620
Ordinary Shares)

(c) 707,553 unlisted Options (taking into account all forfeited Options to
date)

Date of issue  (a) 22 December 2014

(b) 22 December 2014 (grant date)

(c) 22 December 2014 (grant date)

Matt Vaughan
Company Secretary
Email: [email protected]
End CA:00259357 For:XRO    Type:ALLOT      Time:2014-12-24 08:30:19