XERO LIMITED — Director's Dealing 2014

Feb 16, 2014

Initial Disclosure Notice Section 19T(1), Securities Markets Act 1988

A	Details of director or officer Name of director or officer of public issuer: Name of public issuer: Name of related body corporate (if applicable): Position held in public issuer:		Peter Karpas Xero Limited
			CEO, North America (employed by Xero, Inc., a wholly owned US subsidiary of Xero Limited)
в	Securities in public issuer or any related body corporate in which director or officer
	has relevant interest Number, class, and type of securities:	(a) 147,239 Options to acquire Ordinary Shares in Xero Limited
			(b) Conditional contractual entitlement to be issued up to 20.537 Ordinary Shares in Xero Limited
c	Nature of relevant interest and name of registered holder
	Nature of relevant interest in securities:		(a) Holder of 147,239 Options to subscribe for Ordinary Shares in Xero Limited (each Option entitling the holder to subscribe for one Ordinary Share in Xero Limited subject to the terms of the Xero Limited (USA) Equity Incentive Scheme). The material terms of the Options are set out in the Notification of Allotment of Securities released by Xero Limited to NZX on 12 February 2014.
			(b) Conditional contractual entitlement pursuant to an Agreement with Xero Limited to be issued up to 20,537 Ordinary shares in Xero Limited, subject to the terms of the Agreement and the terms of the Xero Limited (USA) Equity

the uity Incentive Scheme. The material terms relating to this conditional contractual entitlement are set out in the Notification of Allotment of Securities released by Xero Limited to NZX on 12 February 2014.

Name of registered holder of securities:

Peter Karpas

D Date on which obligation to make this disclosure arose: 12 February 2014

E Signature

Signature of director or officer:

PeterSarpas

Date of signature: 13 February 2014