Xero : Appendix 2A

This appendix is not available as an online form
Please fill in and submit as a PDF announcement	+Rule 2.7

Appendix 2A

Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non- Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question	Question	Answer
no
1.1	*Name of entity	Xero Limited
	We (the entity here named) apply for
	+quotation of the following +securities and
	agree to the matters set out in
	Appendix 2A of the ASX Listing Rules.1
1.2	*Registration type and number	ABN 81 160 661 183
	Please supply your ABN, ARSN, ARBN, ACN or
	another registration type and number (if you supply
	another registration type, please specify both the type
	of registration and the registration number).
1.3	*ASX issuer code	XRO
1.4	*This announcement is	☒A new announcement
	Tick whichever is applicable.	☐An update/amendment to a previous
			announcement
			☐A cancellation of a previous
			announcement
1.4a	*Reason for update	Not applicable
	Mandatory only if "Update" ticked in Q1.4 above. A
	reason must be provided for an update.
1.4b	*Date of previous announcement to this	Not applicable
	update
	Mandatory only if "Update" ticked in Q1.4 above.
1.4c	*Reason for cancellation	Not applicable
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.4d	*Date of previous announcement to this	Not applicable
	cancellation
	Mandatory only if "Cancellation" ticked in Q1.4 above.

• Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.

+ See chapter 19 for defined terms
31 January 2020	Page 1

	This appendix is not available as an online form	Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	1.5	*Date of this announcement	26 February 2020
	Part 2 - Type of issue
	Question	Question	Answer
	No.

2.1 *The +securities to be quoted are:

Select whichever item is applicable.

If you wish to apply for quotation of different types of issues of securities, please complete a separate Appendix 2A for each type of issue.

• Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B
• Being issued under a +dividend or distribution plan

• Being issued as a result of options being exercised or other +convertible securities being converted

• Unquoted partly paid +securities that have been paid up and are now quoted fully paid +securities
• +Restricted securities where the escrow period has expired or is about to expire
• +Securities previously issued under an +employee incentive scheme where the restrictions on transfer have ceased or are about to cease
• +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

		☐Other
2.2a.1	*Date of Appendix 3B notifying the market	Not applicable
	of the proposed issue of +securities for
	which quotation is now being sought
	Answer this question if your response to Q2.1 is "Being
	issued as part of a transaction or transactions
	previously announced to the market in an Appendix
	3B"
2.2a.2	*Are there any further issues of +securities	Not applicable
	yet to take place to complete the
	transaction(s) referred to in the
	Appendix 3B?
	Answer this question if your response to Q2.1 is "Being
	issued as part of a transaction or transactions
	previously announced to the market in an Appendix
	3B".

+ See chapter 19 for defined terms
31 January 2020	Page 2

	This appendix is not available as an online form	Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	2.2a.2.1	*Please provide details of the further issues	Not applicable
		of +securities yet to take place to complete
		the transaction(s) referred to in the
		Appendix 3B
		Answer this question if your response to Q2.1 is "Being
		issued as part of a transaction or transactions
		previously announced to the market in an Appendix
		3B" and your response to Q2.2a.2 is "Yes".
		Please provide details of the proposed dates and
		number of securities for the further issues. This may
		be the case, for example, if the Appendix 3B related to
		an accelerated pro rata offer with an institutional
		component being quoted on one date and a retail
		component being quoted on a later date.
	2.2b.1	*Date of Appendix 3A.1 lodged with ASX in	Not applicable
		relation to the underlying +dividend or
		distribution
		Answer this question if your response to Q2.1 is "Being
		issued under a dividend or distribution plan".
	2.2b.2	*Does the +dividend or distribution plan	Not applicable
		meet the requirement of listing rule 7.2
		exception 4 that it does not impose a limit
		on participation?
		Answer this question if your response to Q2.1 is "Being
		issued under a dividend or distribution plan".
		Note: Exception 4 only applies where security holders
		are able to elect to receive all of their dividend or
		distribution as securities. For example, Exception 4
		would not apply in the following circumstances: 1) The
		entity has specified a dollar limit on the level of
		participation e.g. security holders can only participate
		to a maximum value of $x in respect of their
		entitlement, or 2) The entity has specified a maximum
		number of securities that can participate in the plan
		e.g. security holders can only receive securities in lieu
		of dividend payable for x number of securities.
	2.2c.1	Please state the number and type of	5,000 XROAI unlisted options
		options that were exercised or other
		+convertible securities that were converted
		(including their ASX security code)
		Answer this question if your response to Q2.1 is "Being
		issued as a result of options being exercised or other
		convertible securities being converted".
	2.2c.2	And the date the options were exercised or	26 February 2020
		other +convertible securities were
		converted
		Answer this question if your response to Q2.1 is "Being
		issued as a result of options being exercised or other
		convertible securities being converted".
		Note: If this occurred over a range of dates, enter the
		date the last of the options was exercised or
		convertible securities was converted.
	2.2d.1	Please state the number and type of partly	Not applicable
		paid +securities (including their ASX
		security code) that were fully paid up
		Answer this question if your response to Q2.1 is
		"Unquoted partly paid securities that have been paid
		up and are now quoted fully paid securities".

+ See chapter 19 for defined terms
31 January 2020	Page 3

	This appendix is not available as an online form	Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	2.2d.2	And the date the +securities were fully paid	Not applicable
		up
		Answer this question if your response to Q2.1 is
		"Unquoted partly paid securities that have been paid
		up and are now quoted fully paid securities".
		Note: If this occurred over a range of dates, enter the
		date the last of the securities was fully paid up.
	2.2e.1	Please state the number and type of	Not applicable
		+restricted securities (including their ASX
		security code) where the escrow period has
		expired or is about to expire
		Answer this question if your response to Q2.1 is
		"Restricted securities where the escrow period has
		expired or is about to expire".
	2.2e.2	And the date the escrow restrictions have	Not applicable
		ceased or will cease
		Answer this question if your response to Q2.1 is
		"Restricted securities where the escrow period has
		expired or is about to expire".
		Note: If this occurred over a range of dates, enter the
		date the last of the escrow restrictions has ceased or
		will cease.
	2.2f.1	Please state the number and type of	Not applicable
		+securities (including their ASX security
		code) previously issued under the
		+employee incentive scheme where the
		restrictions on transfer have ceased or are
		about to cease
		Answer this question if your response to Q2.1 is
		"Securities previously issued under an employee
		incentive scheme where the restrictions on transfer
		have ceased or are about to cease".
	2.2f.2	And the date the restrictions on transfer	Not applicable
		have ceased or will cease:
		Answer this question if your response to Q2.1 is
		"Securities previously issued under an employee
		incentive scheme where the restrictions on transfer
		have ceased or are about to cease".
		Note: If this occurred over a range of dates, enter the
		date the last of the restrictions on transfer has ceased
		or will cease.
	2.2g.1	Please state the number and type of	Not applicable
		+securities (including their ASX security
		code) issued under an +employee incentive
		scheme that are not subject to a restriction
		on transfer or that are to be quoted
		notwithstanding there is a restriction on
		transfer
		Answer this question if your response to Q2.1 is
		"Securities issued under an employee incentive
		scheme that are not subject to a restriction on transfer
		or that are to be quoted notwithstanding there is a
		restriction on transfer".

+ See chapter 19 for defined terms
31 January 2020	Page 4

	This appendix is not available as an online form			Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	2.2g.2	*Please attach a document or provide	Not applicable
		details of a URL link for a document lodged
		with ASX detailing the terms of the
		+employee incentive scheme or a summary
		of the terms.
		Answer this question if your response to Q2.1 is
		"Securities issued under an employee incentive
		scheme that are not subject to a restriction on transfer
		or that are to be quoted notwithstanding there is a
		restriction on transfer".
	2.2g.3	*Are any of these +securities being issued	Not applicable
		to +key management personnel (KMP) or
		an +associate
		Answer this question if your response to Q2.1 is
		"Securities issued under an employee incentive
		scheme that are not subject to a restriction on transfer
		or that are to be quoted notwithstanding there is a
		restriction on transfer".
	2.2g.3.a	*Provide details of the recipients and the number of +securities issued to each of them.
		Answer this question if your response to Q2.1 is "Securities issued under an employee incentive scheme that are
		not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer"
		and your response to Q2.2g.3 is "Yes". Repeat the detail in the table below for each KMP involved in the issue. If
		the securities are being issued to the KMP, repeat the name of the KMP or insert "Same" in "Name of registered
		holder". If the securities are being issued to an associate of a KMP, insert the name of the associate in "Name of
		registered holder".
		Name of KMP	Name of registered holder	Number of +securities

2.2h.1 *The purpose(s) for which the entity is issuing the +securities is:

Answer this question if your response to Q2.1 is "Other".

You may select one or more of the items in the list.

• To raise additional working capital
• To fund the retirement of debt
• To pay for the acquisition of an asset [provide details below]
• To pay for services rendered

[provide details below]

• Other [provide details below] Additional details:

2.2h.2	*Please provide any further information	Not applicable
	needed to understand the circumstances in
	which you are applying to have these
	+securities quoted on ASX, including (if
	applicable) why the issue of the +securities
	has not been previously announced to the
	market in an Appendix 3B
	You must answer this question if your response to
	Q2.1 is "Other". If there is no other information to
	provide, please answer "Not applicable" or "N/A".
2.2i	*Are these +securities being offered under	No
	a +disclosure document or +PDS?
	Answer this question if your response to Q2.1 is any
	option other than "Being issued as part of a transaction
	or transactions previously announced to the market in
	an Appendix 3B".

+ See chapter 19 for defined terms
31 January 2020	Page 5

	This appendix is not available as an online form	Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	2.2i.1	*Date of +disclosure document or +PDS?	Not applicable

Answer this question if your response to Q2.1 is any option other than "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.2i is "Yes".

Under the Corporations Act, the entity must apply for quotation of the securities within 7 days of the date of the disclosure document or PDS.

2.3 *The +securities to be quoted are:

Tick whichever is applicable

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

• New +securities in a class that is not yet quoted on ASX ("new class")

Part 3A - number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.3 is "existing class" or "new class".

Question	Question	Answer
No.
3A.1	*ASX security code & description	Not applicable
3A.2	*Number of +securities to be quoted	Not applicable

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

Answer the questions in this Part if your response to Q2.1 is anything other than "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.3 is "existing class".

Question	Question	Answer
No.
3B.1	*ASX security code & description	XRO fully paid ordinary shares
3B.2	*Number of +securities to be quoted	5,000
3B.3a	*Will the +securities to be quoted rank	Yes
	equally in all respects from their issue date
	with the existing issued +securities in that
	class?
3B.3b	*Is the actual date from which the	Not applicable
	+securities will rank equally (non-ranking
	end date) known?
	Answer this question if your response to Q3B.3a is
	"No".
3B.3c	*Provide the actual non-ranking end date	Not applicable
	Answer this question if your response to Q3B.3a is
	"No" and your response to Q3B.3b is "Yes".
3B.3d	*Provide the estimated non-ranking end	Not applicable
	period
	Answer this question if your response to Q3B.3a is
	"No" and your response to Q3B.3b is "No".

+ See chapter 19 for defined terms
31 January 2020	Page 6

	This appendix is not available as an online form	Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	3B.3e	*Please state the extent to which the	Not applicable
		+securities do not rank equally:
		 in relation to the next dividend,
		distribution or interest payment; or
		 for any other reason
		Answer this question if your response to Q3B.3a is
		"No".
		For example, the securities may not rank at all, or may
		rank proportionately based on the percentage of the
		period in question they have been on issue, for the
		next dividend, distribution or interest payment; or they
		may not be entitled to participate in some other event,
		such as an entitlement issue.

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

Answer the questions in this Part if your response to Q2.1 is anything other than "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.3 is "new class".

Question	Question	Answer
No.
3C.1	*Security description	Not applicable
3C.2	*Security type	☐Ordinary fully or partly paid shares/units
	Select one item from the list that best describes the	☐Options
	securities the subject of this form. This will determine
	more detailed questions to be asked about the security	☐+Convertible debt securities
	later in this section. Select "ordinary fully or partly paid	☐Non-convertible +debt securities
	shares/units" for stapled securities or CDIs. For
	interest rate securities, please select the appropriate	☐Redeemable preference shares/units
	choice from either "Convertible debt securities" or
	"Non-convertible debt securities". Select "Other" for	☐Other
	performance shares/units and performance
	options/rights or if the selections available in the list do
	not appropriately describe the security being issued.
3C.3	ISIN code	Not applicable
	Answer this question if you are an entity incorporated
	outside Australia and you are seeking quotation of a
	new class of securities other than CDIs. See also the
	note at the top of this form.
3C.4	*Number of +securities to be quoted	Not applicable
3C.5a	*Will all the +securities issued in this class	Not applicable
	rank equally in all respects from the issue
	date?
3C.5b	*Is the actual date from which the	Not applicable
	+securities will rank equally (non-ranking
	end date) known?
	Answer this question if your response to Q3C.5a is
	"No".
3C.5c	*Provide the actual non-ranking end date	Not applicable
	Answer this question if your response to Q3C.5a is
	"No" and your response to Q3C.5b is "Yes".
3C.5d	*Provide the estimated non-ranking end	Not applicable
	period
	Answer this question if your response to Q3C.5a is
	"No" and your response to Q3C.5b is "No".

+ See chapter 19 for defined terms
31 January 2020	Page 7

	This appendix is not available as an online form			Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	3C.5e		*Please state the extent to which the	Not applicable
			+securities do not rank equally:
			 in relation to the next dividend,
			distribution or interest payment; or
			 for any other reason
			Answer this question if your response to Q3C.5a is
			"No".
			For example, the securities may not rank at all, or may
			rank proportionately based on the percentage of the
			period in question they have been on issue, for the
			next dividend, distribution or interest payment; or they
			may not be entitled to participate in some other event,
			such as an entitlement issue.
	3C.6		Please attach a document or provide a URL	Not applicable
			link for a document lodged with ASX setting
			out the material terms of the +securities to
			be quoted
			You may cross-reference a disclosure document, PDS,
			information memorandum, investor presentation or
			other announcement with this information provided it
			has been released to the ASX Market Announcements
			Platform.
	3C.7		*Have you received confirmation from ASX	Not applicable
			that the terms of the +securities are
			appropriate and equitable under listing rule
		6.1?
			Answer this question only if you are an ASX Listing.
			(ASX Foreign Exempt Listings and ASX Debt Listings
			do not have to answer this question).
			If your response is "No" and the securities have any
			unusual terms, you should approach ASX as soon as
			possible for confirmation under listing rule 6.1 that the
			terms are appropriate and equitable.
	3C.8		*Provide a distribution schedule for the new +securities according to the categories set out
		in the left hand column - including the number of recipients and the total percentage of the
		new +securities held by the recipients in each category.
			Number of +securities held Number of holders	Total percentage of
							+securities held
			1 - 1,000
			1,001 - 5,000
			5,001 - 10,000
			10,001 - 100,000
			100,001 and over

Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question) and the securities to be quoted have already been issued.

Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new +securities received by each of those recipients, and a distribution schedule for the securities when they are issued.

3C.9a Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

		*+Security currency	Not applicable
		This is the currency in which the face amount of an
		issue is denominated. It will also typically be the
		currency in which distributions are declared.
		*Will there be CDIs issued over the	Not applicable
		+securities?

+ See chapter 19 for defined terms
31 January 2020	Page 8

	This appendix is not available as an online form	Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	*CDI ratio	Not applicable

Answer this question if you answered "Yes" to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).

*Is it a partly paid class of +security?	Not applicable
*Paid up amount: unpaid amount	Not applicable
Answer this question if answered "Yes" to the
previous question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered 'partly paid'
The unpaid amount represents the unpaid or yet to
be called amount on any security considered 'partly
paid'.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then
the paid up and unpaid amount per security in AUD).
*Is it a stapled +security?	Not applicable
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.

3C.9b Option details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

	*+Security currency	Not applicable
	This is the currency in which the exercise price is
	payable.
	*Exercise price	Not applicable
	The price at which each option can be exercised and
	convert into the underlying security.
	The exercise price should be provided per the
	security currency (i.e. if the security currency is AUD,
	the exercise price should be expressed in AUD).
	*Expiry date	Not applicable
	The date on which the options expire or terminate.
	*Details of the number and type of	Not applicable
	+security (including its ASX security code
	if the +security is quoted on ASX) that will
	be issued if an option is exercised
	For example, if the option can be exercised to receive
	one fully paid ordinary share with ASX security code
	ABC, please insert "One fully paid ordinary share
	(ASX:ABC)".

+ See chapter 19 for defined terms
31 January 2020	Page 9

This appendix is not available as an online form	Appendix 2A
Please fill in and submit as a PDF announcement	Application for quotation of +securities

3C.9c Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question 3C.2.

Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX QuotedDebt and Hybrid Securities" for further information on certain terms used in this section

*Type of +security	☐Simple corporate bond
Select one item from the list	☐Non-convertible note or bond
	☐Convertible note or bond
	☐Preference share/unit
	☐Capital note
	☐Hybrid security
	☐Other
*+Security currency	Not applicable
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
Face value	Not applicable
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the
face value per security in AUD).

*Interest rate type

Select one item from the list

Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities

• Fixed rate
• Floating rate
• Indexed rate
• Variable rate
• Zero coupon/no interest
• Other

		Frequency of coupon/interest payments	☐Monthly
		per year	☐Quarterly
		Select one item from the list.
		☐Semi-annual
			☐Annual
			☐No coupon/interest payments
			☐Other
		First interest payment date	Not applicable
		A response is not required if you have selected "No
		coupon/interest payments" in response to the
		question above on the frequency of coupon/interest
		payments
		Interest rate per annum	Not applicable
		Answer this question if the interest rate type is fixed.
		*Is the interest rate per annum estimated	Not applicable
		at this time?
		Answer this question if the interest rate type is fixed.
		If the interest rate per annum is estimated,	Not applicable
		then what is the date for this information to
		be announced to the market (if known)
		Answer this question if the interest rate type is fixed
		and your response to the previous question is "Yes".
		Answer "Unknown" if the date is not known at this
		time.

+ See chapter 19 for defined terms
31 January 2020	Page 10

	This appendix is not available as an online form	Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	*Does the interest rate include a reference	Not applicable
	rate, base rate or market rate (e.g. BBSW
	or CPI)?
	Answer this question if the interest rate type is
	floating or indexed.
	*What is the reference rate, base rate or	Not applicable
	market rate?
	Answer this question if the interest rate type is
	floating or indexed and your response to the previous
	question is "Yes".
	*Does the interest rate include a margin	Not applicable
	above the reference rate, base rate or
	market rate?
	Answer this question if the interest rate type is
	floating or indexed.
	*What is the margin above the reference	Not applicable
	rate, base rate or market rate (expressed
	as a percent per annum)
	Answer this question if the interest rate type is
	floating or indexed and your response to the previous
	question is "Yes".

*S128F of the Income Tax Assessment Act status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security:

• "s128F exempt" means interest payments are not taxable tonon-residents;
• "Not s128F exempt" means interest payments are taxable tonon-residents;
• "s128F exemption status unknown" means the issuer is unable to advise the status;
• "Not applicable" means s128F is not applicable to this security

• s128F exempt
• Not s128F exempt
• s128F exemption status unknown
• Not applicable

	*Is the +security perpetual (i.e. no maturity	Not applicable
	date)?
	*Maturity date	Not applicable
	Answer this question if the security is not perpetual

+ See chapter 19 for defined terms
31 January 2020	Page 11

This appendix is not available as an online form	Appendix 2A
Please fill in and submit as a PDF announcement	Application for quotation of +securities

*Select other features applicable to the +security

Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.

• Simple
• Subordinated
• Secured
• Converting
• Convertible
• Transformable
• Exchangeable
• Cumulative
• Non-Cumulative
• Redeemable
• Extendable
• Reset
• Step-Down
• Step-Up
• Stapled
• None of the above

	*Is there a first trigger date on which a	Not applicable
	right of conversion, redemption, call or put
	can be exercised (whichever is first)?
	*If yes, what is the first trigger date	Not applicable
	Answer this question if your response to the previous
	question is "Yes".
	Details of the number and type of +security	Not applicable
	(including its ASX security code if the
	+security is quoted on ASX) that will be
	issued if the +securities to be quoted are
	converted, transformed or exchanged
	Answer this question if the security features include
	"converting", "convertible", "transformable" or
	"exchangeable".
	For example, if the security can be converted into
	1,000 fully paid ordinary shares with ASX security
	code ABC, please insert "1,000 fully paid ordinary
	shares (ASX:ABC)".

Part 4 - Issue details

Question	Question	Answer
No.
4.1	*Have the +securities to be quoted been	Yes
	issued yet?
4.1a	*What was their date of issue?	26 February 2020
	Answer this question if your response to Q4.1 is
	"Yes".
4.1b	*What is their proposed date of issue?	Not applicable
	Answer this question if your response to Q4.1 is "No".
4.2	*Are the +securities to be quoted being	Yes
	issued for a cash consideration?
	If the securities are being issued for nil cash
	consideration, answer this question "No".

+ See chapter 19 for defined terms
31 January 2020	Page 12

	This appendix is not available as an online form	Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	4.2a	*In what currency is the cash consideration	NZD
		being paid
		For example, if the consideration is being paid in
		Australian Dollars, state AUD.
		Answer this question if your response to Q4.2 is
		"Yes".
	4.2b	*What is the issue price per +security	$25.75
		Answer this question if your response to Q4.2 is "Yes"
		and by reference to the issue currency provided in
		your response to Q4.2a.
		Note: you cannot enter a nil amount here. If the
		securities are being issued for nil cash consideration,
		answer Q4.2 as "No" and complete Q4.2c and Q4.2d.
	4.2c	Please describe the consideration being	Not applicable
		provided for the +securities to be quoted
		Answer this question if your response to Q4.2 is "No".
	4.2d	Please provide an estimate (in AUD) of the	Not applicable
		value of the consideration being provided
		per +security for the +securities to be
		quoted
		Answer this question if your response to Q4.2 is "No".
	4.3	Any other information the entity wishes to	Not applicable
		provide about the issue

Part 5 - Issued capital following quotation

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

Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).

Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

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

	ASX security code and description	Total number of +securities on issue
	XRO ordinary shares	141,760,179

+ See chapter 19 for defined terms
31 January 2020	Page 13

This appendix is not available as an online form	Appendix 2A
Please fill in and submit as a PDF announcement	Application for quotation of +securities

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

	ASX security code and description	Total number of +securities on issue
	XROAK restricted stock units (a conditional	473,552
	contractual right to be issued XRO ordinary
	shares on a 1:1 basis) outstanding, taking into
	account all forfeited restricted stock units to date
	XROAI unlisted options (convertible into XRO	2,860,873
	ordinary shares on a 1:1 basis) outstanding,
	taking into account all forfeited options to date
	and the vesting of unlisted options as set out in
	this Appendix 2A

Part 6 - Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is "Being issued under a dividend/distribution plan" and the response to Q2.2b.2 is "No"; or
• your response to Q2.1 is "Other".

Note that if your response to Q2.1 is "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B", it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

Question	Question	Answer
No.
6.1	*Has the entity obtained, or is it obtaining,	Not applicable
	+security holder approval for the issue
	under listing rule 7.1?
6.1a	*Date of meeting or proposed meeting to	Not applicable
	approve the issue under listing rule 7.1
	Answer this question if the response to Q6.1 is "Yes".
6.1b	*Are any of the +securities being issued	Not applicable
	without +security holder approval using the
	entity's 15% placement capacity under
	listing rule 7.1?
	Answer this question if the response to Q6.1 is "No".
6.1b.1	*How many +securities are being issued	Not applicable
	without +security holder approval using the
	entity's 15% placement capacity under
	listing rule 7.1?
	Answer this question if the response to Q6.1 is "No"
	and the response to Q6.1b is "Yes".
	Please complete and separately send by email to your
	ASX listings adviser a work sheet in the form of
	Annexure B to Guidance Note 21 confirming the entity
	has the available capacity under listing rule 7.1 to
	issue that number of securities.
6.1c	*Are any of the +securities being issued	Not applicable
	without +security holder approval using the
	entity's additional 10% placement capacity
	under listing rule 7.1A (if applicable)?
	Answer this question if the response to Q6.1 is "No".

+ See chapter 19 for defined terms
31 January 2020	Page 14

	This appendix is not available as an online form	Appendix 2A
	Please fill in and submit as a PDF announcement	Application for quotation of +securities
	6.1c.1	*How many +securities are being issued	Not applicable
		without +security holder approval using the
		entity's additional 10% placement capacity
		under listing rule 7.1A?
		Answer this question if the response to Q6.1 is "No"
		and the response to Q6.1c is "Yes".
		Please complete and separately send by email to your
		ASX listings adviser a work sheet in the form of
		Annexure C to Guidance Note 21 confirming the entity
		has the available capacity under listing rule 7.1A to
		issue that number of securities.

Introduced 01/12/19, amended 31/01/20

Authorised by:

Jessica Ie - GM, Company Secretariat

26 February 2020

+ See chapter 19 for defined terms
31 January 2020	Page 15