2 February 2018
XERO LIMITED (XRO)
NOTIFICATION OF ALLOTMENT OF SECURITIES
For the purpose of Listing Rule 7.12.1 and 7.12.9 of the NZX Listing Rules,
Xero Limited advises the following securities have been issued:
Class of Securities
Ordinary Shares
ISIN
NZXROE0001S2
Number of securities issued
1,851 Ordinary Shares
Issue price
1,851 Ordinary Shares were issued upon vesting of 2,954 Restricted Stock
Units (RSUs) granted under the Xero Limited (USA) Equity Incentive Scheme (US
Scheme) as part of the remuneration package of certain employees based in the
United States. 1,103 RSUs granted under the US Scheme were cancelled in
connection with income tax withholding 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)
0.001% (as a percentage of Ordinary Shares on issue after this issue, to 3
d.p.)
Reasons for the issue
1,851 Ordinary Shares were issued upon vesting of 2,954 RSUs granted under
the US Scheme as part of the remuneration package of certain employees based
in the Unites States
Specific authority for the issue
Resolution of directors upon granting of RSUs
Terms or details of the issue
1,851 Ordinary Shares were issued upon vesting of 2,954 RSUs granted under
the US Scheme as part of the remuneration package of certain employees based
in the United States. The RSUs vested subject to the terms of the US Scheme
Total number of securities of the class in existence after the issue
(excluding treasury stock)
138,449,071 Ordinary Shares on issue
417,130 RSUs (a conditional contractual right to be issued up to 417,130
Ordinary Shares) outstanding, taking into account all forfeited RSUs to date,
and the 2,954 RSUs that have vested as set out in this notification of
allotment
Note that there are also 2,225,133 unlisted options (convertible into
Ordinary Shares on a 1:1 basis) outstanding, taking into account all
forfeited options to date
Date of issue
1 February 2018
Number of Securities Converted
2,954 RSUs granted to certain employees based in the United States under the
US Scheme
Number and Class of Securities into which they have been Converted
1,851 Ordinary Shares (1,103 RSUs granted under the US Scheme were cancelled
in connection with income tax withholding 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
417,130 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:00313711 For:XRO Type:SECISSUE Time:2018-02-02 14:50:38