XERO LIMITED — Share Issue/Capital Change 2021

Nov 29, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

XERO LIMITED

Date of this announcement

Tuesday November 30, 2021

The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
XROAK	RESTRICTED STOCK UNIT	71,107	25/11/2021
XROAI	OPTION EXPIRING VARIOUS DATES EX	36,832	25/11/2021
	VARIOUS PRICES

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

XERO LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ARBN

Registration number

160661183

1.3 ASX issuer code

XRO

1.4 The announcement is

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New announcement

1.5 Date of this announcement

30/11/2021

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to

ASX in an Appendix 3B

Additional +securities in an existing class issued under an +employee incentive scheme

ASX +security code and description

XROAK : RESTRICTED STOCK UNIT

Date the +securities the subject of this notification were issued

25/11/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Xero's FY21 Annual Report accessible at: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/292 4-02374179-3A567048?access_token=83ff96335c2d45a094df02a206a39ff4

Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

71,107

Additional +securities in an existing class issued under an +employee incentive scheme

ASX +security code and description

XROAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Date the +securities the subject of this notification were issued

25/11/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Xero's FY21 Annual Report accessible at: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/292 4-02374179-3A567048?access_token=83ff96335c2d45a094df02a206a39ff4

Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

36,832

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities 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)

	Total number of
ASX +security code and description	+securities on issue
XRO : ORDINARY FULLY PAID	148,729,814
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	916,173
XROAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	1,820,676

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

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

107,939

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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