XERO LIMITED — Capital/Financing Update 2021

Nov 29, 2021

Application for quotation of +securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

XERO LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday November 30, 2021

The +securities to be quoted are:

+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted

Total number of +securities to be quoted

ASX +security		Number of +securities to
code	Security description	be quoted	Issue date
XRO	ORDINARY FULLY PAID	4,807	26/11/2021

Refer to next page for full details of the announcement

Application for quotation of +securities

1 / 6

Application for quotation of +securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of entity

XERO LIMITED

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

1.2 Registered number type

ARBN

Registration number 160661183

1.3 ASX issuer code

XRO

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

30/11/2021

Application for quotation of +securities

2 / 6

Application for quotation of +securities

Part 2 - Type of Issue

==> picture [21 x 22] intentionally omitted <==

2.1 The +securities to be quoted are:

+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted

2.2 The +securities to be quoted are:

==> picture [8 x 8] intentionally omitted <==

Additional +securities in a class that is already quoted on ASX ("existing class")

Application for quotation of +securities

3 / 6

Application for quotation of +securities

==> picture [21 x 22] intentionally omitted <==

Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Existing +securities converting into additional +securities in an existing class

FROM (Existing Class)
ASX +security code and description
XROAK : RESTRICTED STOCK UNIT
TO (Existing Class)
ASX +security code and description
XRO : ORDINARY FULLY PAID
Please state the number of options	The first date the options were	The last date the options were
that were exercised or other	exercised or other +convertible	exercised or other +convertible
+convertible securities that were	securities were converted	securities were converted
converted	26/11/2021	26/11/2021
4,807

Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been exercised or have all of those convertible securities now been converted)? No

The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by: An issue of new +securities

The underlying securities being received by the holder are: Intended to be, but are not yet, quoted by ASX

Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme? Yes

Are any of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an +associate? No

Issue date

26/11/2021

Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Application for quotation of +securities

4 / 6

Application for quotation of +securities

==> picture [21 x 22] intentionally omitted <==

Issue details

Number of +securities to be quoted

215

Are the +securities being issued for a cash consideration?

==> picture [9 x 8] intentionally omitted <==

No

Please describe the consideration being provided for the +securities

Shares issued on conversion of restricted stock units granted under an employee incentive scheme (for terms of the scheme see Xero's FY21 Annual Report accessible at Xero's website)

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted 140.750000

Any other information the entity wishes to provide about the +securities to be quoted

Number of +securities to be quoted

4,592

Are the +securities being issued for a cash consideration?

No Please describe the consideration being provided for the +securities

Shares issued on conversion of restricted stock units granted under an employee incentive scheme (for terms of the scheme see Xero's FY21 Annual Report accessible at Xero's website)

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

141.850000

Any other information the entity wishes to provide about the +securities to be quoted

Application for quotation of +securities

5 / 6

Application for quotation of +securities

Part 4 - Issued capital following quotation

==> picture [21 x 22] intentionally omitted <==

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)

	Total number of
ASX +security code and description	+securities on issue
XRO : ORDINARY FULLY PAID	148,734,621

4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
XROAK : RESTRICTED STOCK UNIT	840,259
XROAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	1,783,844

Application for quotation of +securities

6 / 6