XERO LIMITED — Share Issue/Capital Change 2021

Jul 29, 2021

Application for quotation of +securities

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Announcement Summary

Entity name

XERO LIMITED

Announcement Type

New announcement

Date of this announcement

Friday July 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	1,231	30/07/2021
XRO	ORDINARY FULLY PAID	35,544	27/07/2021
XRO	ORDINARY FULLY PAID	5,000	26/07/2021
XRO	ORDINARY FULLY PAID	2,500	28/07/2021

Refer to next page for full details of the announcement

Application for quotation of +securities

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Application for quotation of +securities

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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

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New announcement

1.5 Date of this announcement

30/7/2021

Application for quotation of +securities

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Application for quotation of +securities

Part 2 - Type of Issue

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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:

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

Application for quotation of +securities

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Application for quotation of +securities

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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	30/7/2021	30/7/2021
1,231

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

30/7/2021

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

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Application for quotation of +securities

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Issue details

Number of +securities to be quoted

1,231

Are the +securities being issued for a cash consideration?

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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 140.400000

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

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 27/7/2021 27/7/2021 44

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?

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Application for quotation of +securities

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Application for quotation of +securities

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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 27/7/2021 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Issue details Number of +securities to be quoted 44 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 141.910000 Any other information the entity wishes to provide about the +securities to be quoted Existing +securities converting into additional +securities in an existing class FROM (Existing Class) ASX +security code and description XROAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Application for quotation of +securities

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Application for quotation of +securities

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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 26/7/2021 26/7/2021 5,000

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:

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An issue of new +securities

The underlying securities being received by the holder are:

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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?

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Yes

Are any of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an +associate?

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No

Issue date

26/7/2021

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

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Yes

Application for quotation of +securities

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Application for quotation of +securities

Issue details

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Number of +securities to be quoted 5,000 Are the +securities being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 44.59000000 Any other information the entity wishes to provide about the +securities to be quoted Existing +securities converting into additional +securities in an existing class FROM (Existing Class) ASX +security code and description XROAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

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 27/7/2021 27/7/2021 35,500

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? Yes

Application for quotation of +securities

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Application for quotation of +securities

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Provide details of the KMP or +associates who are exercising options or converting convertible securities

		Number of options being exercised
		or other +convertible securities
Name of KMP	Name of registered holder	being converted
Kirsty Godfrey-Billy	Kirsty Godfrey-Billy	33,000

Issue date

27/7/2021

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

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Application for quotation of +securities

Issue details

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Number of +securities to be quoted 33,000 Are the +securities being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 34.00000000 Any other information the entity wishes to provide about the +securities to be quoted Number of +securities to be quoted 2,500 Are the +securities being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 18.52000000 Any other information the entity wishes to provide about the +securities to be quoted Existing +securities converting into additional +securities in an existing class FROM (Existing Class) ASX +security code and description XROAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

TO (Existing Class) ASX +security code and description XRO : ORDINARY FULLY PAID

The first date the options were The last date the options were exercised or other +convertible exercised or other +convertible securities were converted securities were converted 28/7/2021 28/7/2021

Application for quotation of +securities

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Application for quotation of +securities

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Please state the number of options that were exercised or other +convertible securities that were converted

2,500

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?

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No

Issue date

28/7/2021

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

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Yes

Application for quotation of +securities

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Application for quotation of +securities

Issue details

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Number of +securities to be quoted 2,500 Are the +securities being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 18.52000000 Any other information the entity wishes to provide about the +securities to be quoted

Application for quotation of +securities

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Application for quotation of +securities

Part 4 - Issued capital following quotation

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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	148,373,044

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	325,602
XROAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	2,061,669

Application for quotation of +securities

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