2 October 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
36,188 Ordinary Shares
Issue price
33,330 Ordinary Shares were issued upon vesting of 33,330 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. 2,858 Ordinary Shares were issued upon vesting of 4,520
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.
1,662 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)
0.026% (as a percentage of Ordinary Shares on issue after this issue, to 3
d.p.)
Reasons for the issue
33,330 Ordinary Shares were issued upon vesting of 33,330 RSUs granted under
the AU Plan as part of the remuneration package of a key employee based in
Australia. 2,858 Ordinary Shares were issued upon vesting of 4,520 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
33,330 Ordinary Shares were issued upon vesting of 33,330 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. 2,858 Ordinary Shares were issued upon vesting of
4,520 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)
138,402,854 Ordinary Shares on issue
439,778 "Restricted Stock Units" or RSUs (a conditional contractual right to
be issued up to 439,778 Ordinary Shares) outstanding, taking into account all
forfeited RSUs to date, and the 37,850 RSUs that have vested as set out in
this notification of allotment
Note that there are also 2,261,175 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
29 September 2017
Number of Securities Converted
33,330 RSUs granted to a key employee based in Australia under the AU Plan
and 4,520 RSUs granted to employees based in the United States under the US
Scheme
Number and Class of Securities into which they have been Converted
36,188 Ordinary Shares (1,662 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
439,778 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:00308093 For:XRO Type:SECISSUE Time:2017-10-02 13:19:24