Ann: ALLOT: XRO: Notification of Allotment of Securities

• Release Date: 02/02/16 10:30
• Summary: ALLOT: XRO: Notification of Allotment of Securities
• Price Sensitive: No
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					XRO
02/02/2016 10:30
ALLOT
NOT PRICE SENSITIVE
REL: 1030 HRS Xero Limited

ALLOT: XRO: Notification of Allotment of Securities

2 February 2016

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) 28,554 Ordinary Shares

(b) 7,907 RSUs relating to the future issue of up to 7,907 Ordinary Shares

(c) 125,000 Options

Issue price

(a) NZ$17.14 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 29 January 2016

(b) RSUs were granted at a value of NZ$17.14 each, being the 20 day volume
weighted average market price of Xero Limited's Ordinary Shares on the NZX
Main Board through to 29 January 2016. 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$17.14 per Option, being the
20 day volume weighted average market price of Xero Limited's Ordinary Shares
on the NZX Main Board through to 29 January 2016

Payment in cash

(a) 28,554 Ordinary Shares were paid for in cash (through the Xero Limited
Employee Restricted Share Plan)

(b) N/A. Grant of 7,907 RSUs pursuant to the Xero Limited (USA) Equity
Incentive Scheme as part of the remuneration package of certain employees
based in the United States. No cash consideration is required to be paid for
the RSUs to Vest

(c) N/A. Grant of 125,000 Options pursuant to the Xero Limited Restricted
Stock Unit Plan (AU) (AU Plan) as part of the remuneration of a key employee
based in Australia. 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) 0.021% (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: 0.006%
(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: 0.091% (as a percentage of Ordinary Shares on issue after this
issue to 3 d.p.)

Reasons for the issue

(a) Issue of 28,554 Ordinary Shares 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

(b) Grant of 7,907 RSUs pursuant to the Xero Limited (USA) Equity Incentive
Scheme as part of the remuneration package of certain employees based in the
United States

(c) Grant of 125,000 Options under the AU Plan as part of the remuneration of
a key employee based in Australia

Specific authority for the issue

Resolution of directors passed 28 January 2016

Terms or details of the issue

(a) 8,395 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; and 1,000 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 one key employee based in New Zealand.
Participating employees will become entitled to the Ordinary Shares in equal
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

19,159 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 one key employee based in New Zealand and one key employee based
in Australia. Participating employees will become entitled to the Ordinary
Shares in equal percentages on 31 March 2017, 2018 and 2019, 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) 5,407 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$17.14, being
the 20 day volume weighted average market price of Xero Limited's Ordinary
Shares on the NZX Main Board through to 29 January 2016. 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

2,500 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

(c) 125,000 Options have been granted under the AU Plan as part of the
remuneration of a key employee based in Australia. The Options will vest
(meaning that they are able to be exercised, subject to any final expiration
date) in equal percentages on 31 March 2017, 2018 and 2019, subject to the
terms of the AU Plan, including that employee'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) 136,689,348 Ordinary Shares

(b) 769,611 RSUs (taking into account all forfeited RSUs to date)

(c) 816,688 unlisted Options (convertible into Ordinary Shares on a 1:1
basis) outstanding.
Date of issue

(a) 1 February 2016

(b) 1 February 2016 (grant date)

(c) 1 February 2016 (grant date)

Matt Vaughan
Company Secretary
Email: [email protected]
End CA:00277127 For:XRO    Type:ALLOT      Time:2016-02-02 10:30:28