3 April 2017
XERO LIMITED (XRO)
NOTIFICATION OF ALLOTMENT OF SECURITIES
For the purpose of Listing Rule 7.12.1 and 7.12.9 of the NZSX Listing Rules,
Xero Limited advises the following securities have been issued:
Class of Securities
Ordinary shares in Xero Limited (Ordinary Shares)
ISIN
NZXROE0001S2
Number of securities issued
105,256 Ordinary Shares
Issue price
4,850 Ordinary Shares were issued upon vesting of 4,850 Restricted Stock
Units (RSUs) granted under the Xero Limited Restricted Stock Unit and Option
Plan (AU) (AU Plan) as part of the remuneration package of a key employee
based in Australia. 842 Ordinary Shares were issued upon vesting of 842 RSUs
granted under the Xero Limited Restricted Stock Unit and Option Plan (NZ) (NZ
Plan) as part of the remuneration package of employees based in Singapore.
99,564 Ordinary Shares were issued upon vesting of 170,082 RSUs granted under
the Xero Limited (USA) Equity Incentive Scheme (US Scheme) as part of the
remuneration package of employees based in the United States. 70,518 RSUs
granted under the US Scheme were cancelled in connection with income tax
withholding for employees based in the United States upon vesting of those
RSUs. No cash consideration was required to be paid for these RSUs to vest
Payment in cash
No cash consideration was required to be paid for these RSUs to vest
Any amount paid up (if not in full)
Fully paid
Percentage of total class issued (excluding treasury stock)
0.076% (as a percentage of Ordinary Shares on issue after this issue, to 3
d.p.)
Reasons for the issue
4,850 Ordinary Shares were issued upon vesting of 4,850 RSUs granted under
the AU Plan as part of the remuneration package of a key employee based in
Australia. 842 Ordinary Shares were issued upon vesting of 842 RSUs granted
under the NZ Plan as part of the remuneration package of employees based in
Singapore. 99,564 Ordinary Shares were issued upon vesting of 170,082 RSUs
granted under the US Scheme as part of the remuneration package of employees
based in the United States
Specific authority for the issue
Resolution of directors upon granting of RSUs
Terms or details of the issue
4,850 Ordinary Shares were issued upon vesting of 4,850 RSUs granted under
the AU Plan as part of the remuneration package of a key employee based in
Australia. The RSUs vested subject to the terms of the AU Plan, which require
continued employment of the relevant employee with the Xero Limited Group on
the relevant vesting date. 842 Ordinary Shares were issued upon vesting of
842 RSUs granted under the NZ Plan as part of the remuneration package of
employees based in Singapore. The RSUs vested subject to the terms of the NZ
Plan, which require continued employment of the relevant employee with the
Xero Limited Group on the relevant vesting date. 99,564 Ordinary Shares were
issued upon vesting of 170,082 RSUs granted under the US Scheme as part of
the remuneration package of employees based in the United States. The RSUs
vested subject to the terms of the US Scheme, which require continued
employment of the relevant employee with the Xero Limited Group on the
relevant vesting date
Total number of securities of the class in existence after the issue
(excluding treasury stock)
137,761,136 Ordinary Shares on issue
345,338 "Restricted Stock Units" or RSUs (a conditional contractual right to
be issued up to 345,338 Ordinary Shares) outstanding, taking into account all
forfeited RSUs to date, and the 175,774 RSUs that have vested as set out in
this notification of allotment
Note that there are also 2,188,001 unlisted options (convertible into
Ordinary Shares on a 1:1 basis, subject to the terms of the relevant option
plan) outstanding, taking into account all forfeited options to date
Date of issue
31 March 2017
Number of Securities Converted
4,850 RSUs granted to a key employee based in Australia under the AU Plan;
842 RSUs granted to employees based in Singapore under the NZ Plan; and
170,082 RSUs granted to employees based in the United States under the US
Scheme
Number and Class of Securities into which they have been Converted
105,256 Ordinary Shares (70,518 RSUs granted under the US Scheme were
cancelled in connection with income tax withholding for employees based in
the United States upon vesting of RSUs)
Details of any interest or dividend conditions attaching to Securities
Converted, and allotted upon Conversion
None
Number of Securities of the same class that remain to be Converted
345,338 RSUs (taking into account all forfeited RSUs to date, and the RSUs
that have vested as set out in this notification of allotment)
Chaman Sidhu
Company Secretary
Email: companysecretary@xero.com
End CA:00299308 For:XRO Type:ALLOT Time:2017-04-03 15:56:16