Xero Limited · ASX:XRO
Xero — Investor Presentation (June 2025)
85 slides from Xero's investor presentation, Jun 25, 2025
Slide 1: Acquisition of Melio & Capital Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES XERO LIMITED ACQUISITION OF MELIO & CAPITAL RAISING 25 June 2025 1
Slide 2: Important notice and disclaimer
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Important notice and disclaimer The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any inform
Slide 3: Important notice and disclaimer
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Important notice and disclaimer Foreign restrictions This Presentation does not constitute or form a part of any offer or solicitation to purchase, subscribe or sell securities in the United States or any other jurisdiction in which such an offer
Slide 4: Important notice and disclaimer
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Important notice and disclaimer Future performance and forward-looking statements This Presentation may contain certain forward-looking statements, forecasts, estimates, projections and comments about future events, including the Company's beliefs
Slide 5: Important notice and disclaimer
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Important notice and disclaimer Third party information Certain market and industry data (including industry forecasts, projections, market sizes, market shares and market positions) included in this Presentation has been obtained from public filin
Slide 6: Contents
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES CONTENTS 01 02 03 04 05 SUMMARY STRATEGIC TRANSACTION EQUITY APPENDIX RATIONALE TERMS AND RAISING FUNDING DETAIL OVERVIEW Acquisition Why Xero and Melio Key terms, funding Offer structure and A. Supplementary strategic rationale are better togethe
Slide 7: Summary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES SUMMARY 7
Slide 8: Strategic rationale
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES STRATEGIC 1 SOLVES CRITICAL ✓ Accounting + Payments = critical for US SMBs RATIONALE CUSTOMER NEED ✓ Large and growing US SMB Payments TAM US$29b1 Our conviction POWERFUL ✓ Owning Payments critical to our 3x3 strategy 2 STRATEGIC FIT ✓ Delivers a
Slide 9: Melio: World-class SMB payments player, 127% growth
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Melio: World-class SMB payments player, 127% growth A LEADING US BILL PAY PLAYER HIGH-GROWTH AT SCALE MELIO REVENUE (US$m) 153 ● Solves A/P workflow & payments need for US SMBs ● Helps users save time and better manage US$ 187m US$ 250 US$ 30b ~700
Slide 10: The Why: Acquiring Melio is fundamental to our global growth aspirations
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES The Why: Acquiring Melio is fundamental to our global growth aspirations… The combined business is expected to significantly accelerate US revenue growth and gives us the opportunity to more than double Xero’s FY25 group revenue in FY28 excluding a
Slide 11: Our 3x3 strategy and our ability to compete in the US
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES …our 3x3 strategy, and our ability to compete in the US DAY 1: North America1 (US$) Figures for Standalone and Combined Business STEP-CHANGE ARPU MARCH 2025 2 REVENUE PRO FORMA FY25 IN US SCALE, & ABILITY TO COMPETE 235m 153m Melio3 Xero NA1 Combi
Slide 12: Transaction overview
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Transaction overview ● Xero has entered into a binding agreement to acquire 100% of Melio Limited and its associated entities (collectively Melio) for upfront consideration of US$2.5b ● The upfront consideration values Melio on a multiple of ~13.4
Slide 13: Strategic rationale
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES STRATEGIC RATIONALE SOLVES CRITICAL 1 CUSTOMER NEED POWERFUL 2 STRATEGIC FIT MELIO: WORLD-CLASS 3 TEAM & PLATFORM TOGETHER: COMPELLING 4 VALUE CREATION 13
Slide 14: Accounting + Payments = critical need for US SMBs
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 1 Accounting + Payments = critical need for US SMBs ACCOUNTING & PAYMENTS ARE TOP JTBD FOR SMBs… …AND THEY WANT THEM INTEGRATED Top-5 jobs to be done (JTBD)1 Perceived importance of integrations between accounting and A/P software (%)2 Record keep
Slide 15: US SMB Payments TAM US$29b, fast-growing & whitespace
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES US SMB Payments TAM 1 US$29b1, fast-growing & whitespace A/P TAM GROWING TO US$19B… …WITH SIGNIFICANT WHITESPACE US SMB TAM1 (<100 employees, US$b) ~ 70 of US SMB payments volume % are made using slow & inefficient methods2 90 6% CAGR ~ % of US SM
Slide 16: Payments is critical to our 3x3 strategy
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 2 Payments is critical to our 3x3 strategy ACCELERATES OUR 3x3 STRATEGY1 STEP-CHANGE IN OUR US VALUE PROPOSITION Strategy: Complete the 3 key JTBD in our 3 large markets FY26: US SMBs can complete the 3x3 seamlessly in Xero AUSTRALIA LARGE UK ✓ Ac
Slide 17: Strong product market fit: Melio has consistently delivered strong growth
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Strong product market fit: 3 Melio has consistently delivered strong growth IMPRESSIVE Revenue (US$m) 127% REVENUE CAGR (FY21-25); MULTIPLE REVENUE SOURCES THAT SCALE WITH CUSTOMERS REVENUE1 (US$m) Continued strong Transactions (variable charges gr
Slide 18: Melio helps customers save time & optimise cashflow
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Melio helps customers save time & optimise cashflow 3 3 when managing bills and accounts payable MULTIPLE WAYS TO APPEALS TO MULTIPLE SMB & AB EASY TO USE A/P WORKFLOWS PAY & GET PAID FASTER SEGMENTS1 Payment approval workflows Ways to pay incl. ins
Slide 19: Melio.com & syndication network provide reach to millions of US SMBs
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Melio.com & syndication network provide 3 3 reach to millions of US SMBs Direct-to-customer Powering ~3,500 financial (65% of revenue1) institutions serving 18m SMBs Syndication network2 (35% of ExampleBank revenue1) MELIO.COM MELIO PLATFORM Scalab
Slide 20: Loved by customers, recognised by industry
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 3 Loved by customers, recognised by industry STRONG CUSTOMER DEEP PRODUCT AN INTUITIVE & FLEXIBLE PLATFORM SATISFACTION ENGAGEMENT 45 71 % Leading alternatives to Melio Melio Peer 1 Peer 2 Net Promoter TPV Simple onboarding ✓ ✓ ✓ Score 1 growth/cu
Slide 21: Founded in 2018, world-class team, 600+ employees
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 3 3 Founded in 2018, world-class team, 600+ employees DEEP PAYMENTS & TECH EXPERTISE BACKED BY WORLD CLASS INVESTORS1 MATAN BAR - CEO & CO-FOUNDER Deep payments expertise & serial entrepreneur ● Sold first payments business to eBay/Paypal in 2011 ●
Slide 22: X+M = powerful combination: Complementary solutions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES X+M = powerful combination: Complementary solutions 3 4 with reach to millions of US SMBs & Accounting ✓ – ✓ Completes all Payments JTBD for JTBD Payments in (A/R) ✓ ✓ ✓ combined customers Payments out (A/P) ✓ ✓ ✓ Self-employed ✓ ✓ ✓ Customer Unlo
Slide 23: X+M: Day-1 US scale of combined business
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 3 4 X+M: Day-1 US scale of combined business Combined North America business, pro forma Subscribers/users1 ARPU2 Revenue 480k $49 $235m (March 2025) (March 2025, US$) (FY25, US$) Value of invoices on Value of bills on TPV - platform3 platform4 inv
Slide 24: X+M: One platform for seamless accounting and payments
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES X+M: One platform for seamless accounting and 3 4 payments1 Xero.com/us Seamless Accounting, Payments and Payroll made for small businesses - all within Xero 24 1. Our joint proposition will be in addition to Melio’s existing businesses
Slide 25: X+M: Future opportunity to syndicate accounting
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 3 4 X+M: Future opportunity to syndicate accounting Illustrative opportunity Haven, a fictional Bring embedded accounting banking to US SMBs via Melio’s partner… syndication capability and network Subject to agreement with syndication partners …emb
Slide 26: X+M: Driving fuller monetisation & LTV/CAC flywheel that scales
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES X+M: Driving fuller monetisation & LTV/CAC flywheel 3 4 that scales ARPU VALUE OF 3X3 JTBD IN US UNLOCKS FLYWHEEL TO SCALE SUSTAINABLY IN THE US US market monthly ARPU1 For average SMB (1-20 employees, US$) 1. US$ rounded down to nearest $10, for S
Slide 27: X+M: Significant expected FY28 synergies, and additional upside
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES X+M: Significant expected FY28 synergies, 4 and additional upside FY28 SYNERGIES: ~US$70M IN REVENUE & ~US$20M IN COSTS ADDITIONAL UPSIDE OPPORTUNITIES Win new customers ✓ (with compelling value prop) GROWTH Accelerate Melio’s growth DRIVERS ✓ (wit
Slide 28: Owning subscription + transaction revenue drives global growth
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES X+M: Owning subscription + transaction revenue helps 4 drive attractive & profitable global growth INCREASING GLOBAL OPPORTUNITY IN 3x3 MARKETS SUBSCRIPTION + PAYMENTS = A VALUABLE BUSINESS MODEL Combined business, pro forma FY25 & illustrative asp
Slide 29: A compelling combination that accelerates Xero's 3x3 strategy
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES A compelling combination that accelerates Xero’s 3x3 strategy and global growth profile SOLVES CRITICAL OUR ASPIRATIONS ✓ CUSTOMER NEED The combined business is expected to significantly POWERFUL accelerate US revenue growth and gives us the ✓ oppor
Slide 30: Transaction terms and funding detail
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES TRANSACTION TERMS AND FUNDING DETAIL 30
Slide 31: Key transaction terms
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Key transaction terms Following a period of negotiation and conventional due diligence, Xero and Melio have executed a Merger Agreement containing the following key terms ENTITY TO BE ACQUIRED ● Melio Limited, an Israeli company, which is the pare
Slide 32: Transaction funding
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Transaction funding TRANSACTION FUNDING STRUCTURE1 SOURCES AND USES OF FUNDS1 ● Fully underwritten commitment to provide a US$0.4b unsecured revolving credit facility, subject SOURCES US$m to satisfying conditions precedent ● The tenor of the faci
Slide 33: Pro forma combined P&L FY25 (NZ$)
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Pro forma combined P&L FY25 (NZ$) Xero Melio1 Combined5 GROSS MARGIN CONSIDERATIONS Subscribers/users Melio gross margin comprises: 4,414k 80k 4,494k B 1. Direct Transaction Margin2: Significantly improved from 7% in FY23 to ARPU $45 $437 $51 20% i
Slide 34: Pro forma combined balance sheet FY25 (NZ$m)
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Pro forma combined balance sheet FY25 (NZ$m)1 As at 31 March 2025 ADJUSTMENT DETAILS NZ$m Xero Xero Melio Melio Adjustments maCombined Adjustments A Reflects the estimated net cash impact of the Acquisition, the Placement and the debt raise less th
Slide 35: Equity raising overview
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES EQUITY RAISING OVERVIEW 35
Slide 36: Equity Raising overview
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Equity Raising overview ● Fully underwritten A$1.85b (US$1.2b2) institutional placement (Placement) and non-underwritten share purchase plan (SPP) under which Xero is targeting to 1 raise ~A$200m OFFER STRUCTURE ● The Placement will result in ~10.
Slide 37: Timetable
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Timetable EVENT DATE1 Record date for SPP (7:00 pm) 24 June 2025 Trading halt, announcement of Acquisition, Placement and SPP 25 June 2025 Placement bookbuild 25 June 2025 Announcement of the completion of the Placement 26 June 2025 Trading halt l
Slide 38: Appendix A: Supplementary pages and glossary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES APPENDIX A SUPPLEMENTARY PAGES AND GLOSSARY 38
Slide 39: FY26 outlook not updated
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES FY26 outlook not updated Xero is not updating its existing FY26 operating expense to revenue guidance (see below) as part of this announcement. That FY26 operating expense to revenue guidance excludes any impacts of the Acquisition, including tran
Slide 40: Making payments is painful & inefficient for US SMBs
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Making payments is painful & inefficient for US SMBs 2025 US A/P volume mix1 Indicative effort to make A/P payment method Typical settlement time3 (% total transaction volume) payment Paper (including cheque, cash) 20% 20% 5 - 10 business days Hig
Slide 41: Melio's Platform: Easy-to-use A/P workflows, multiple ways to pay bills
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Melio’s Platform: Easy-to-use A/P workflows, multiple ways to pay bills MULTIPLE WAYS TO EASY TO USE A/P WORKFLOWS PAY & GET PAID FASTER AI-powered Approval workflows for Accounting software Flexible payment options & faster access bill capture bett
Slide 42: Simple integration plan: Complementary strengths to drive velocity
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Simple integration plan: Complementary strengths to drive velocity Melio CEO responsible for combined Xero and Melio US businesses (reporting to Xero CEO) Plan FY26: 0-12 months Plan FY27-28: 12-24 months Plan FY28+: 24 months+ Drive Melio velocit
Slide 43: Substantiating the economic benefits
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Substantiating the economic benefits FY28 PATHWAY Information drawn from other pages in this Presentation, refer to source pages for footnotes 1. A business with scale (p. 33) 2. Consistent strong growth (p. 17) 3. Supports FY28 aspirations (p. 10)
Slide 44: Rationale for buy vs. partner
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Rationale for buy vs. partner We value owning the payments customer Information drawn from other pages in this Presentation, refer to source pages for footnotes 1. Expand our unit economics, with 2. Grow our segment reach, including 3. Deliver a s
Slide 45: Glossary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Glossary AB ARPU Free cash flow (FCF) Accountant and Bookkeepers Xero’s average revenue per user (ARPU) is calculated as AMRR at 31 Free cash flow (FCF) is defined as cash flows from operating activities March divided by subscribers at that time and d
Slide 46: Glossary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Glossary LTV/CAC flywheel Rule of 40 The LTV/CAC flywheel represents a growth cycle where high LTV relative Rule of 40 is defined as the sum of annual revenue growth percentage in to CAC enables reinvestment into actions which further strengthen LTV
Slide 47: Appendix B: Key risks
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES APPENDIX B KEY RISKS 47
Slide 48: Introduction to Appendix B - Key risks
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Introduction to Appendix B - Key risks This Appendix describes some of the potential risks associated with an investment in the Group. An investment in the Group is subject to risks specific to the Group and its business and is also subject to gene
Slide 49: Risks associated with the Acquisition
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks associated with the Acquisition Acquisition due diligence and reliance on information provided Xero undertook a due diligence process in respect of Melio, which relied in large part on the review of financial and other information (including
Slide 50: Risks associated with the Acquisition
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks associated with the Acquisition Melio also operates in a competitive environment that is, in particular, experiencing increased competitiveness in the payments space through new entrants, and increasing convergence between products. This wil
Slide 51: Risks associated with the Acquisition
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks associated with the Acquisition Xero may not successfully integrate Melio or realise expected synergies The integration of a business of the size and nature of Melio carries risk, including potential delays or costs in implementing necessary
Slide 52: Risks associated with the Acquisition
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks associated with the Acquisition The financial capacity of, and recourse to, the vendors of Melio may be limited and there is counterparty and contractual risk The ability of Xero to achieve its stated objectives will depend on the performance
Slide 53: Risks associated with the Acquisition
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks associated with the Acquisition Acquisition accounting may impact Xero’s financial statements Xero is required to undertake an assessment of the fair value of the tangible and intangible assets acquired as well as the actual and contingent li
Slide 54: Risks associated with the Acquisition
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks associated with the Acquisition Exposure to the foreign exchange markets The Group’s financial statements are presented in New Zealand Dollars. While the Group intends to hedge the AUD proceeds from the Placement to USD to cover its obligatio
Slide 55: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group Strategic risks The success of the Group’s business is dependent on its ability to retain existing customers and attract new customers The Group’s business depends on its ability to retain its existing c
Slide 56: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group Competition and disruptive technologies and business models may negatively impact the Group’s operating results Competition is and will continue to be intense and disruptive in the markets in which the G
Slide 57: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group Disruption to the Group’s business from AI technology Rapid advances in artificial intelligence are transforming, or have the potential to transform, the accounting and small-business management sectors.
Slide 58: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group The Group’s business depends on its strong reputation and the value of its brand The Group’s brand equity is essential to ongoing growth. The Group considers its reputation for trustworthiness and integr
Slide 59: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group The Group may not successfully execute its strategic priorities The ability of the Group to successfully execute its strategic priorities may affect customer, operational, financial and reputational outco
Slide 60: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group The Group may require access to additional funding for future growth The Group may require additional funding in the future in order to maintain and/or expand its business and to retain an ability to all
Slide 61: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group Operational risks The Group needs to maintain, develop and manage business relationships or the Group’s business may be negatively affected The Group’s operations and growth are supported by its ability
Slide 62: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group Any failure by the Group to maintain, renew or replace key contracts and arrangements on commercially acceptable terms, or any failure by a counterparty to perform its obligations under such contracts or
Slide 63: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group Security measures the Group implements may not prevent all instances of unauthorised access to its systems and the Group’s customers’ personal data The Group processes large amounts of personal customer
Slide 64: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group Business interruption or failure of the Group’s technology may impact the availability of the Group’s products and services and may impact access to or result in loss of data of customers which may damag
Slide 65: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group The Group’s ability to attract, develop and retain employees will also be dependent on the current and future organisational culture and there is no assurance that the Group will be successful in evolvin
Slide 66: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group Legal and compliance risks The Group is subject to the risk of investigations, disputes and legal proceedings The risk of litigation and claims is a general risk that applies across the Group’s business.
Slide 67: Risks specific to an investment in the Group
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Risks specific to an investment in the Group The Group is subject to government regulations and legal requirements The Group faces and will continue to face ongoing legal risk arising from its exposure to a wide range of laws and regulatory require
Slide 68: General risks and risks associated with the Offer and investing in securities
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES General risks and risks associated with the Offer and investing in securities The Group is subject to changes in accounting policy The Group must report and prepare financial statements in accordance with prevailing accounting standards and policie
Slide 69: General risks and risks associated with the Offer and investing in securities
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES General risks and risks associated with the Offer and investing in securities The Group is subject to changes in taxation laws Changes to the current taxation regimes which apply to the Group globally in respect of its operations, or to its shareh
Slide 70: General risks and risks associated with the Offer and investing in securities
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES General risks and risks associated with the Offer and investing in securities The Group is subject to fluctuations in the price of its Shares and trading in shares may not be liquid The market price of Shares will fluctuate due to various factors in
Slide 71: Appendix C: Underwriting Agreement summary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES APPENDIX C UNDERWRITING AGREEMENT SUMMARY 71
Slide 72: Underwriting Agreement summary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Underwriting Agreement summary Xero has entered into a placement agreement with the Underwriters pursuant to which the Underwriters have agreed to arrange, manage and underwrite the Placement (Underwriting Agreement). For completeness, the SPP is
Slide 73: Underwriting Agreement summary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Underwriting Agreement summary f. (insolvency events) any material group member or Melio becomes subject to an insolvency event, or there is an act or omission which is likely to result in a material group member or Melio becoming subject to an in
Slide 74: Underwriting Agreement summary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Underwriting Agreement summary o. any of the following events occur: i. (change in board) a change in the board of directors of the Company is announced or occurs; ii. (representations, warranties and obligations) a representation, warranty, under
Slide 75: Underwriting Agreement summary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Underwriting Agreement summary xi. (disruption in financial markets) any of the following occurs: 1. a general moratorium on commercial banking activities in Australia, New Zealand, Hong Kong, Singapore, any member of the European Union, the United
Slide 76: Appendix D: Foreign selling restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES APPENDIX D FOREIGN SELLING RESTRICTIONS 76
Slide 77: Foreign selling restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Foreign selling restrictions This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or so
Slide 78: Foreign selling restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Foreign selling restrictions Canada (Alberta, British Columbia, Ontario and Quebec provinces) ● This document constitutes an offering of New Shares only in the Provinces of Alberta, British Columbia, Ontario and Quebec (the “Provinces”), only to p
Slide 79: Foreign selling restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Foreign selling restrictions Cayman Islands ● This document may be distributed, and the New Shares may be offered and sold, only from outside the Cayman Islands to institutional and professional investors in the Cayman Islands. No offer or invitat
Slide 80: Foreign selling restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Foreign selling restrictions Hong Kong ● WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by
Slide 81: Foreign selling restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Foreign selling restrictions Malaysia ● This document may not be distributed or made available in Malaysia. No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to any offer of New Sha
Slide 82: Foreign selling restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Foreign selling restrictions Norway ● This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document shall not be deemed
Slide 83: Foreign selling restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Foreign selling restrictions Switzerland ● The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this documen
Slide 84: Foreign selling restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Foreign selling restrictions United Kingdom ● Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of sect
Slide 85: Not for distribution or release in the United States
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES