Ann: ALLOT: XRO: Notification of Allotment of Securities

• Release Date: 12/08/15 08:30
• Summary: ALLOT: XRO: Notification of Allotment of Securities
• Price Sensitive: No
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					XRO
12/08/2015 08:30
ALLOT
NOT PRICE SENSITIVE
REL: 0830 HRS Xero Limited

ALLOT: XRO: Notification of Allotment of Securities

11 August 2015

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) 487,510 Ordinary Shares

(b) 270,554 RSUs relating to the future issue of up to 270,554 Ordinary
Shares

Issue price  (a) NZ$17.64 per Ordinary Share, being the 20 day volume
weighted average market price of Xero Limited's Ordinary Shares on the NZX
Main Board through to 7 August 2015

(b) RSUs were granted at a value of NZ$17.64 each, being the 20 day volume
weighted average market price of Xero Limited's Ordinary Shares on the NZX
Main Board through to 7 August 2015. No cash consideration is required to be
paid for the RSUs to "vest" (i.e., for an equivalent number of Ordinary
Shares in Xero Limited to be issued) (Vest)

Payment in cash  (a) 485,526 Ordinary Shares were paid for in cash (through
the Xero Limited Employee Restricted Share Plan); 1,984 Ordinary Shares were
issued to Lee Hatton, in lieu of cash, as remuneration for her role as a
director of Xero Limited for the preceding six-month period, to a value of
NZ$35,000 (Lee Hatton's current total annual remuneration for her role as a
director of Xero Limited is NZ$70,000)

(b) N/A. Grant of 265,239 RSUs pursuant to the Xero Limited (USA) Equity
Incentive Scheme, and a grant of 5,315 RSUs pursuant to the Xero Limited
Restricted Stock Unit Plan (NZ), as part of the remuneration package of
certain employees based in the United States and New Zealand.  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) 0.36% (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: 0.20%
(as a percentage of Ordinary Shares on issue after this issue to 2 d.p.)

Reasons for the issue  (a) 485,526 Ordinary Shares were issued under the Xero
Limited Employee Restricted Share Plan as part of the remuneration package of
employees based in New Zealand, Australia and the United Kingdom; 1,984
Ordinary Shares were issued to Lee Hatton, in lieu of cash, as remuneration
for her role as a director of Xero Limited for the preceding six-month
period, to a value of NZ$35,000 (Lee Hatton's current total annual
remuneration for her role as a director of Xero Limited is NZ$70,000)

(b) Grant of 265,239 RSUs pursuant to the Xero Limited (USA) Equity Incentive
Scheme, and a grant of 5,315 RSUs pursuant to the Xero Limited Restricted
Stock Unit Plan (NZ), as part of the remuneration package of certain
employees based in the United States and New Zealand, respectively

Specific authority for the issue  Resolution of directors passed 10 August
2015 and also, in respect of the shares issued to Lee Hatton, resolution of
shareholders passed at Xero Limited's Annual Meeting held on 22 July 2015

Terms or details of the issue  (a) 485,526 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 over the course of the
next two to three years (on 31 March 2016, 2017 and 2018, as applicable),
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 on each vesting date; 1,984 fully paid Ordinary
Shares were issued to Lee Hatton at an issue price equal to NZ$17.64, being
the 20 day volume weighted average market price of Xero Limited's Ordinary
Shares on the NZX Main Board through to 7 August 2015

(b) 215,113 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 was calculated based on the total dollar
entitlement of all eligible employees divided by NZ$17.64, being the 20 day
volume weighted average market price of Xero Limited's Ordinary Shares on the
NZX Main Board through to 7 August 2015. The RSUs will Vest in equal
percentages over the next three years (on 31 March 2016, 2017 and 2018),
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 on each vesting date

50,126 RSUs have been granted pursuant to the Xero Limited (USA) Equity
Incentive Scheme as part of the remuneration package of certain key employees
based in the US. The RSUs will Vest in accordance with the terms of each key
executive employee's RSU Agreement and the terms of the Xero Limited (USA)
Equity Incentive Scheme, including continued employment of the relevant
employee with the Xero Limited Group, and, where applicable, the satisfaction
of certain performance hurdles, on each vesting date

5,315 RSUs have been granted pursuant to the Xero Limited Restricted Stock
Unit Plan (NZ) as part of the remuneration package of a key executive
employee based in NZ. The number of RSUs granted is calculated based on the
total dollar entitlement of the eligible key employee divided by NZ$17.64,
being the 20 day volume weighted average market price of Xero Limited's
Ordinary Shares on the NZX Main Board through to 7 August 2015. The RSUs will
Vest in equal percentages over the next three years (on 31 March 2016, 2017
and 2018), subject to the terms of the Xero Limited Restricted Stock Unit
Plan (NZ), including the continued employment of the relevant participating
employee with the Xero Limited Group on each vesting date

Total number of securities of the class in existence after the issue
(excluding treasury stock)  (a) 136,595,374 Ordinary Shares

(b) 647,222 RSUs (taking into account all forfeited RSUs to date)

Note that there are also 555,862 unlisted Options (convertible into Ordinary
Shares on a 1:1 basis) outstanding

Date of issue  (a) 10 August 2015

(b) 10 August 2015 (grant date)

Matt Vaughan
Company Secretary
Email: [email protected]
End CA:00268236 For:XRO    Type:ALLOT      Time:2015-08-12 08:30:29