11 August 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
3,767 Ordinary Shares
Issue price
(a) 1,689 Ordinary Shares were issued upon exercise of options; the exercise
price for the options was NZ$17.40 per option
(b) 2,078 Ordinary Shares were issued at NZ$26.46 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 9 August 2017
Payment in cash
(a) Yes (payment of exercise price, as set out above)
(b) 2,078 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
Any amount paid up (if not in full)
Fully paid
Percentage of total class issued (excluding treasury stock)
0.003% (as a percentage of Ordinary Shares on issue after this issue, to 3
d.p.)
Reasons for the issue
(a) 1,689 Ordinary Shares were issued upon exercise of vested options granted
under the Xero Limited (USA) Equity Incentive Scheme (US Scheme)
(b) 2,078 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
Specific authority for the issue
(a) Resolution of directors upon granting of options
(b) Resolution of shareholders passed at Xero Limited''s Annual Meeting held
on 12 July 2017, and resolution of directors
Terms or details of the issue
(a) 1,689 Ordinary Shares were issued upon exercise of vested options granted
under the US Scheme
(b) 2,078 fully paid Ordinary Shares were issued to Lee Hatton at an issue
price equal to NZ$26.46 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 9 August 2017
Total number of securities of the class in existence after the issue
(excluding treasury stock)
138,331,613 Ordinary Shares on issue
There are also 2,411,857 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 and the
exercise of 1,689 options as set out in this notification of allotment
There are also 483,835 "Restricted Stock Units" or RSUs (being conditional
contractual rights to be issued up to 483,835 Ordinary Shares) outstanding,
taking into account all forfeited RSUs to date
Date of issue
10 August 2017
Number of Securities Converted
1,689 options
Number and Class of Securities into which they have been Converted
1,689 Ordinary Shares
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
2,411,857 unlisted options (taking into account and all forfeited options to
date, and the exercise of options as set out in this notification of
allotment)
Chaman Sidhu
Company Secretary
Email: companysecretary@xero.com
End CA:00305391 For:XRO Type:SECISSUE Time:2017-08-11 15:04:50