Ann: ALLOT: XRO: Notification of Allotment of Securities

• Release Date: 28/10/15 08:30
• Summary: ALLOT: XRO: Notification of Allotment of Securities
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					XRO
28/10/2015 08:30
ALLOT
NOT PRICE SENSITIVE
REL: 0830 HRS Xero Limited

ALLOT: XRO: Notification of Allotment of Securities

27 October 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)

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

ISIN

NZXROE0001S2
Number of securities issued

(a) 30,486 Ordinary Shares

(b) 144,083 RSUs relating to the future issue of up to 144,083 Ordinary
Shares

(c) 176,000 Options

Issue price

(a) NZ$15.61 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 22 October 2015

(b) RSUs were granted at a value of NZ$15.61 each, being the 20 day volume
weighted average market price of Xero Limited's Ordinary Shares on the NZX
Main Board through to 22 October 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)

(c) N/A. The Options have an exercise price of NZ$19.51 per Option, being the
20 day volume weighted average market price of Xero Limited's Ordinary Shares
on the NZX Main Board for the 20 trading days prior to the signing of Sankar
Narayan's Employment Agreement on 29 June 2015

Payment in cash

(a) 30,486 Ordinary Shares were paid for in cash (through the Xero Limited
Employee Restricted Share Plan)

(b) N/A. Grant of 38,999 RSUs pursuant to the Xero Limited (USA) Equity
Incentive Scheme as part of the remuneration of certain employees based in
the United States, and a grant of 105,084 RSUs pursuant to the Xero Limited
Restricted Stock Unit Plan (AU) (the AU Plan), as part of the remuneration of
Sankar Narayan (in his role as Chief Financial Officer of Xero Limited).  No
cash consideration is required to be paid for the RSUs to Vest

(c) N/A. Grant of 176,000 Options pursuant to the AU Plan as part of the
remuneration of Sankar Narayan (in his role as Chief Financial Officer of
Xero Limited). To exercise the Options, the recipient is 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) 0.022% (as a percentage of Ordinary Shares on issue after this issue to 3
d.p.)

(b) If 100% of the RSUs were to Vest on the date of this notification: 0.105%
(as a percentage of Ordinary Shares on issue after this issue to 3 d.p.)

(c) if 100% of the Options were to vest and be exercised on the date of this
notification: 0.129% (as a percentage of Ordinary Shares on issue after this
issue to 3 d.p.)

Reasons for the issue

(a) 30,486 Ordinary Shares were issued under the Xero Limited Employee
Restricted Share Plan as part of the remuneration of employees based in New
Zealand, Australia and the United Kingdom

(b) Grant of 38,999 RSUs pursuant to the Xero Limited (USA) Equity Incentive
Scheme as part of the remuneration of certain employees based in the United
States, and a grant of 105,084 RSUs pursuant to the AU Plan, as part of the
remuneration of Sankar Narayan (in his role as Chief Financial Officer of
Xero Limited)

(c) Grant of 176,000 Options under the AU Plan as part of the remuneration of
Sankar Narayan (in his role as Chief Financial Officer of Xero Limited)

Specific authority for the issue

Resolution of directors passed on 23 October 2015

Terms or details of the issue

(a) 30,486 fully paid Ordinary Shares were issued in accordance with the
Rules of the Xero Limited Employee Restricted Share Plan as part of the
remuneration of employees based in New Zealand, Australia and the United
Kingdom. Participating employees will become entitled to the Ordinary Shares
in specified percentages 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

(b) 19,249 RSUs have been granted pursuant to the Xero Limited (USA) Equity
Incentive Scheme as part of the remuneration package of employees based in
the United States. The number of RSUs granted was calculated based on the
total dollar entitlement of all eligible employees divided by NZ$15.61, being
the 20 day volume weighted average market price of Xero Limited's Ordinary
Shares on the NZX Main Board through to 22 October 2015. The RSUs will Vest
in equal percentages 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

19,750 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 United States. The RSUs will Vest in equal percentages 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

105,084 RSUs have been granted pursuant to the AU Plan as part of the
remuneration of Sankar Narayan (in his role as Chief Financial Officer of
Xero Limited). The RSUs will Vest in equal percentages on 1 October 2016,
2017 and 2018, subject to the terms of the AU Plan, including Sankar
Narayan's continued employment with the Xero Limited Group on each vesting
date

(c) Grant of 176,000 Options under the AU Plan as part of the remuneration of
Sankar Narayan (in his role as Chief Financial Officer of Xero Limited). The
Options will vest (meaning that they are able to be exercised, subject to any
final expiration date) in equal percentages on 1 October 2016, 2017 and 2018,
subject to the terms of the AU Plan, including Sankar Narayan's continued
employment 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) 136,625,860 Ordinary Shares

(b) 785,523 RSUs (taking into account all forfeited RSUs to date)

(c) 776,196 unlisted Options (convertible into Ordinary Shares on a 1:1
basis) outstanding.  Note that the total number of unlisted Options
outstanding reported in Xero's Notification of Allotment dated 11 August 2015
was 555,862; that number should have instead read as 601,869.

Date of issue

(a) 23 October 2015 with respect to 25,352 Ordinary Shares; 27 October 2015
with respect to 5,134 Ordinary Shares

(b) 27 October 2015 (grant date)

(c) 27 October 2015 (grant date)

Matt Vaughan
Company Secretary
Email: [email protected]
End CA:00272390 For:XRO    Type:ALLOT      Time:2015-10-28 08:30:24