Ann: GENERAL: XRO: Notification of Allotment of Securities

• Release Date: 16/02/15 08:31
• Summary: GENERAL: XRO: Notification of Allotment of Securities
• Price Sensitive: No
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					XRO
16/02/2015 08:31
GENERAL
NOT PRICE SENSITIVE
REL: 0831 HRS Xero Limited

GENERAL: XRO: Notification of Allotment of Securities

13 February 2015

XERO LIMITED (XRO)

NOTIFICATION OF ALLOTMENT OF SECURITIES

For the purpose of Listing Rule 7.12.1 of the NZX Listing Rules, Xero Limited
advises the following securities have been issued:

Class of Securities  Options to subscribe for Ordinary Shares in Xero Limited
(Options)

ISIN  NZXROE0001S2
Number of securities issued  57,893 Options to subscribe for ordinary shares
in Xero Limited (Ordinary Shares) (each Option entitling the holder to
subscribe for one Ordinary Share subject to the terms of the Xero Limited
(USA) Equity Incentive Scheme)

Issue price  The Options have been granted pursuant to the Xero Limited (USA)
Equity Incentive Scheme as remuneration and incentive for Chris Liddell and
Bill Veghte in their roles as directors. The exercise price is NZ$16.14 per
Option (being the five day volume weighted average market price of an
Ordinary Share in Xero Limited on the NZX Main Board for the five trading
days prior to the date of the grant)

Payment in cash  N/A. Grant of 57,893 Options pursuant to the Xero Limited
(USA) Equity Incentive Scheme as remuneration and incentive for Chris Liddell
and Bill Veghte in their roles as directors. To exercise the Options the
holder is required to pay the exercise price for the Options

Any amount paid up (if not in full)  N/A

Percentage of total class issued (excluding treasury stock)  If 100% of the
Options were to vest and be exercised on the date of this notification:
0.045% (as a percentage of Ordinary Shares currently on issue to 3 d.p.)

Reasons for the issue  Grant of 57,893 Options under the Xero Limited (USA)
Equity Incentive Scheme as remuneration and incentive for Chris Liddell and
Bill Veghte in their roles as directors; approved by the shareholders of Xero
Limited at Xero Limited's Annual Meeting on 23 July 2014

Specific authority for the issue  Resolution of directors, and resolution of
the shareholders of Xero Limited at Xero Limited's Annual Meeting on 23 July
2014
Terms or details of the issue  Grant of 57,893 Options under the Xero Limited
(USA) Equity Incentive Scheme as remuneration and incentive for Chris Liddell
and Bill Veghte in their roles as directors. The Options vest (and therefore
become available for exercise) in three equal parts on each of the three
anniversaries of the grant date of the Options (with one-third of the Options
vesting on each such anniversary) subject to the terms of the Xero Limited
(USA) Equity Incentive Scheme, including the recipient's continued service as
a director of the Xero Limited. The Options have a final exercise date of
four years from the grant date. The Options were approved by the shareholders
of Xero Limited at Xero Limited's Annual Meeting on 23 July 2014

Total number of securities of the class in existence after the issue
(excluding treasury stock)  915,153 unlisted Options (convertible into
Ordinary Shares on a 1:1 basis)

There are also (a) 128,388,775 Ordinary Shares on issue; and (b) and 228,134
unlisted RSUs (conditional contractual right to be issued up to 228,134
Ordinary Shares) outstanding

Date of issue  12 February 2015 (grant date)

Matt Vaughan
Company Secretary
Email: [email protected]
End CA:00260647 For:XRO    Type:GENERAL    Time:2015-02-16 08:31:28