XERO LIMITED — AGM Information 2016

Jun 23, 2016

Beautiful accounting software

24 June 2016

Dear Shareholder

I’m pleased to invite you to attend the 2016 Annual Meeting of Xero Limited (Xero), to be held on Wednesday 20 July 2016, at 9.00am AEST (11.00am New Zealand time), at Establishment Rooms I, II and III, Level 3, Establishment, 252 George Street, Sydney, Australia (the Meeting).

For the first time in Xero’s history you will, in addition to being welcome to attend the Meeting in person in Sydney, be able to attend the Meeting virtually through an online platform provided by our share registrar, Link Market Services (at www.virtualmeeting.co.nz/ xero2016). If you attend the Meeting virtually, you will be able to watch the Meeting live, and vote and ask questions, online. Further details on how to do so are set out in the Notice of Meeting and the Virtual Annual Meeting Online Portal Guide enclosed with this letter.

This will also be the first time in Xero’s history that our annual meeting will be held outside of New Zealand. By holding the Meeting in Australia, we aim to provide an opportunity for our Australian based shareholders to meet Xero’s Directors and management in person. We also recognise that our biggest customer base is in Australia, and that Australia remains an incredibly important market for us in terms of our long-term growth strategy.

By holding the Meeting virtually, it will be much easier for our increasingly global shareholder base to attend and participate in the Meeting. Our New Zealand domiciled shareholders will also be able to attend and participate in the Meeting virtually. If you cannot attend the Meeting in person, we would encourage you to make use of this technology so that we can report to you on our achievements, and answer any questions you may have about Xero or its performance.

I will open the Meeting in my capacity as Chair of the board of directors of Xero (the Board), and will then cover the formal business of the Meeting, which will consist of the items set out below. Further detail on these items is contained in the Explanatory Notes to the Notice of Meeting enclosed with this letter.

Following the formal business of the Meeting, Rod Drury, Xero’s Chief Executive, and members of Xero’s senior management team, will deliver a presentation on Xero’s progress over the last year and the direction of the company. We will end the Meeting by opening the floor for shareholder questions.

Formal Business of the Meeting

Auditor Appointment

Shareholders will be asked to confirm the appointment of Ernst & Young as the external auditor of Xero and its subsidiaries. Ernst & Young was appointed as the external auditor by the Board following the resignation of PricewaterhouseCoopers (PwC) as the external auditor of Xero and its subsidiaries, from 2 October 2015. The resignation of PwC as the external auditor of Xero and its subsidiaries enabled PwC to recommend Xero’s offerings to private businesses.

Auditor Remuneration

Shareholders will be asked to authorise the Board to fix the remuneration of the auditor.

Election and Re-election of Directors

Bill Veghte and I will be retiring by rotation as directors of Xero. Shareholders will be asked to vote on our re-election.

I am pleased to advise that the Board unanimously supports the re-election of Bill Veghte and me as directors of Xero. Our respective backgrounds are set out in more detail in the Explanatory Notes to the Notice of Meeting enclosed with this letter. Bill and I will address the Meeting prior to shareholders being asked to vote on our re-election.

Sadly, a long-standing member of the Board, Chair of the People and Remuneration Committee, and member of the Nominations Committee, Sam Morgan, will be retiring by rotation at the Meeting and not standing for re-election. Sam joined the Board in 2007 and has made an immense contribution to Xero since that time. On behalf of the Board, we are extremely grateful for Sam’s contribution and wish him all the best in his future endeavours.

Beautiful accounting software

Grant of Options and Issue of Shares to Directors

In accepting our roles as directors of Xero, both Bill and I, with the agreement of the Board, agreed to receive our director remuneration by way of options to subscribe for ordinary shares in Xero, rather than payment in cash. The options that are proposed to be granted to Bill and me in February 2017 as payment of our fees as directors of Xero are subject to shareholder approval, which is being sought at the Meeting. The terms relating to these options, and the details of the proposed approval for the grant of these options, are set out in the Explanatory Notes to the Notice of Meeting enclosed with this letter. The approval being sought in relation to the proposed grant of options is substantively the same as the approval sought, and granted, at Xero’s 2014 Annual Meeting in respect of the options granted to Bill and me in February 2015, as well as the approval sought, and granted, at Xero’s 2015 Annual Meeting in respect of the options granted to Bill and me in February 2016.

Approval will also be sought at the Meeting to issue ordinary shares in Xero to Lee Hatton at market value as her director remuneration, in lieu of cash. The approval being sought in relation to the proposed issue of shares to Lee is substantively the same as the approval sought, and granted, at Xero’s 2015 Annual Meeting in respect of shares issued to Lee in August 2015 and February 2016.

Attending at and Participating in the Meeting

If you cannot attend the Meeting (whether in person or via the online platform), I encourage you to complete and lodge the enclosed Proxy Form so that it reaches our share registrar, Link Market Services, by 9.00am AEST (11.00am New Zealand time) on Monday 18 July 2016. Alternatively, you can complete the enclosed Proxy Form online by following the instructions on the Proxy Form.

To securely appoint a proxy online, NZX registered holders will need their Holder number and FIN, and ASX registered holders will need their Holder number and postcode or country of residence, in order to complete the online validation process. Please contact Link Market Services if you need to obtain these details. The contact details for Link Market Services can be found on the enclosed Proxy Form.

Shareholders physically present at the Meeting or attending virtually via the online platform will have the opportunity to submit questions to the Board, Xero’s senior management, and Xero’s auditors during the Meeting. If you would like to ask a question prior to the Meeting, to be addressed at the Meeting, please email investors@xero.com or fill in the “Email us” box on our website (www. xero.com/about/investors/contact) by 9.00am AEST (11.00am New Zealand time) on Monday 18 July 2016. The Board will endeavour to address all appropriate questions at the Meeting.

For more information in relation to attending the Meeting virtually, please see the enclosed Virtual Annual Meeting Online Portal Guide, which provides a detailed overview on how to vote and ask questions virtually during the Meeting. The Virtual Annual Meeting Online Portal Guide will be filed on the market announcement platforms of the NZX and ASX and will also be able to be viewed on our website (www.xero.com/about/investors/announcements).

For those shareholders who are attending the Meeting in person, please bring the enclosed Proxy Form/Admission Card with you to assist with your registration. You can also download the LinkVote App from the Apple App Store or Google Play Store if you would like to vote during the Meeting using your mobile phone. The LinkVote App will be available for download prior to the Meeting.

At the conclusion of the Meeting, you will be invited to join the Board and members of the management team for refreshments. I look forward to seeing you then, and thank you for your ongoing support.

Sincerely,

Chris Liddell Chair

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of Xero Limited (Xero) will be held at the Establishment Rooms I, II and III, Level 3, Establishment, 252 George Street, Sydney, Australia on Wednesday 20 July 2016, at 9.00am AEST (11.00am New Zealand time) (the Meeting).

Any capitalised terms not defined below have the meaning given to them in the Explanatory Notes to the Notice of Meeting.

Items of Business

• A. The Chair’s introduction;

• B. Formal business and resolutions;

• C. Presentation from Xero’s Chief Executive and members of Xero’s senior management team; and

• D. Shareholder questions.

Shareholders will be asked to consider, and if thought fit, pass the following ordinary resolutions:

1. That Ernst & Young be appointed as auditor of Xero Limited and its subsidiaries.

2. That the Board is authorised to fix the remuneration of the auditor.

3. That Chris Liddell, retiring from office as a Director of Xero Limited by rotation, be re-elected as a Director of Xero Limited.

4. That Bill Veghte, retiring from office as a Director of Xero Limited by rotation, be re-elected as a Director of Xero Limited.

5. That the grant of options to subscribe for ordinary shares in Xero Limited to Chris Liddell and Bill Veghte, as remuneration for their roles as Directors of Xero Limited (equating to an annual value of NZ$220,000 and NZ$176,000 respectively), in or around February 2017, on the terms set out in the Explanatory Notes to the Notice of Meeting (i.e., on substantively the same terms as the grant of options to Chris and Bill in February 2015, which was approved at Xero’s 2014 Annual Meeting, and the grant of options to Chris and Bill in February 2016, which was approved at Xero’s 2015 Annual Meeting), be approved, and that the issue of ordinary shares in Xero Limited to Chris and Bill upon any exercise of those options, be approved.

6. That the issue of ordinary shares in Xero Limited to Lee Hatton in lieu of cash, as remuneration for her role as a Director of Xero Limited to a value of NZ$70,000 per annum on the terms set out in the Explanatory Notes to the Notice of Meeting, be approved.

By order of the Board.

Chris Liddell Chair

PAGE 1

WWW.XERO.COM

XERO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

EXPLANATORY NOTES

In these Explanatory Notes:

“2017 Options” means the Options, which, subject to Xero shareholder approval, are to be granted in or around February 2017 to Chris Liddell and Bill Veghte, as their annual remuneration for acting as Directors (with a value when granted of NZ$220,000 and NZ$176,000 respectively) and which are the subject of resolution 5;

“ASX” means ASX Limited or the financial market known as the Australian Securities Exchange;

“Board” means the board of directors of Xero;

“Director” means a director of Xero;

“Non-Executive Director” means a Director who is not also an employee or executive of Xero;

“Notice of Meeting” means this notice of annual meeting of shareholders;

“NZX” means NZX Limited;

“NZX Listing Rules” means the NZX Main Board Listing Rules;

“Option” means an option to subscribe for a Share;

“Ordinary Resolution” means a resolution passed by a simple majority of the votes of shareholders of Xero entitled to vote and voting on the resolution;

“Share” means an ordinary share in Xero;

“U.S.” means the United States of America; and “Xero” means Xero Limited.

Resolution 1 – Appointment of the Auditor

Ordinary Resolution: “That Ernst & Young be appointed as auditor of Xero Limited and its subsidiaries.”

PricewaterhouseCoopers (PwC) resigned as external auditor of Xero and its subsidiaries, effective 2 October 2015, to enable PwC to recommend Xero’s offerings to private businesses. At that time, the Board appointed Ernst & Young (EY) as the external auditor of Xero and its subsidiaries to fill the casual vacancy left by PwC’s resignation.

The proposed resolution, if passed by shareholders, would confirm the appointment of EY as auditor of Xero and its subsidiaries.

Resolution 2 – Fixing the Remuneration of the Auditor

Ordinary Resolution: “That the Board is authorised to fix the remuneration of the auditor.” The proposed resolution, if passed by shareholders, would authorise the Board to fix the remuneration of Xero’s auditor.

Resolution 3 – Re-election of Chris Liddell as a Director

Ordinary Resolution: “That Chris Liddell, retiring from office as a Director of Xero Limited by rotation, be re-elected as a Director of Xero Limited.”

Under NZX Listing Rule 3.3.11, Chris is required to retire by rotation at the Meeting as a Director. Chris will offer himself for re-election as a Director at the Meeting, and the Board unanimously supports Chris’ re-election.

CHRIS LIDDELL

==> picture [47 x 57] intentionally omitted <==

Independent, Non-Executive Chairman

Term of Office: Appointed by the Board as an additional Director on 12 February 2014, elected as a Director by Xero’s shareholders on 23 July 2014

Board Committees: Audit and Risk Management Committee, People and Remuneration Committee, Nominations Committee (Chair)

Chris has more than 30 years of finance and operations experience, having been Vice Chairman and CFO of General Motors and CFO of Microsoft and International Paper.

PAGE 2

WWW.XERO.COM

XERO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Resolution 4 – Re-election of Bill Veghte as a Director

Ordinary Resolution: “That Bill Veghte, retiring from office as a Director of Xero Limited by rotation, be re-elected as a Director of Xero Limited.”

Under NZX Listing Rule 3.3.11, Bill is required to retire by rotation at the Meeting as a Director. Bill will offer himself for re-election as a Director at the Meeting, and the Board unanimously supports Bill’s re-election.

BILL VEGHTE

==> picture [47 x 57] intentionally omitted <==

Independent, Non-Executive Director

Term of Office: Appointed by the Board as an additional Director on 12 February 2014, elected as a Director by Xero’s shareholders on 23 July 2014

Board Committees: People and Remuneration Committee

Bill currently sits on the Board of SurveyMonkey, having previously been the CEO. Prior to that, Bill held the Executive Vice President and General Manager roles of HP’s $27 billion Enterprise Group.

Bill has also been HP’s Chief Operating Officer and spent 20 years at Microsoft in business and engineering leadership roles.

Resolution 5 – Approval of the 2017 Options to be granted to Chris Liddell and Bill Veghte

Ordinary Resolution: “That the grant of options to subscribe for ordinary shares in Xero Limited to Chris Liddell and Bill Veghte, as remuneration for their roles as Directors of Xero Limited (equating to an annual value of NZ$220,000 and NZ$176,000 respectively), in or around February 2017, on the terms set out in the Explanatory Notes to the Notice of Meeting (i.e., on substantively the same terms as the grant of options to Chris and Bill in February 2015, which was approved at Xero’s 2014 Annual Meeting, and the grant of options to Chris and Bill in February 2016, which was approved at Xero’s 2015 Annual Meeting), be approved, and that the issue of ordinary shares in Xero Limited to Chris and Bill upon any exercise of those options, be approved.” *

• Please refer to the voting exclusions on page 7 in relation to this resolution.

Background

On 12 February 2014, the Board appointed Chris Liddell and Bill Veghte as additional Non-Executive Directors, with these appointments being confirmed by Xero’s shareholders at Xero’s 2014 Annual Meeting.

It was agreed that, as consideration for acting as Non-Executive Directors (and in Chris Liddell’s case, as Chair of the Board), the annual remuneration payable to Chris and Bill would be NZ$220,000 and NZ$176,000 per annum, respectively, with such remuneration to be satisfied by the issue of Options. In compliance with the NZX Listing Rules and ASX Listing Rules, and with shareholder ratification and approval (granted at Xero’s 2014 Annual Meeting) Chris and Bill were granted Options on 12 February 2014, and with shareholder approval (granted at Xero’s 2014 Annual Meeting and Xero’s 2015 Annual Meeting, respectively) were granted Options on 12 February 2015 and 12 February 2016; in each case as remuneration for their roles as Directors for the corresponding periods.

The approval requested under this resolution is required for the grant of the 2017 Options in or around February 2017 to Chris and Bill, with such 2017 Options representing Chris’ and Bill’s annual remuneration as Directors for the 12 month period to 11 February 2018. The precise number of 2017 Options to be issued is to be determined by using the Black-Scholes valuation methodology (as described below). The proposed terms of the 2017 Options are detailed below.

NZX Listing Rules and ASX Foreign Exempt Listing

In July 2014, Xero received a waiver from the NZX of certain NZX Listing Rules to enable the Board to make grants of Options as remuneration for Non-Executive Directors. A copy of the waiver was released through the market announcement platforms on the NZX and ASX. The waiver is subject to the condition that shareholder approval is obtained to the terms of the Options under NZX Listing Rule 7.3.1(a), as if the Options were “Equity Securities” (as defined by the NZX Listing Rules to include Shares but not Options). This approval is being sought pursuant to proposed resolution 5.

ASX approved a change in Xero’s ASX admission category from an ASX Listing to an ASX Foreign Exempt Listing, effective from the commencement of trading on 21 March 2016. Xero continues to have a full listing on the Main Board of the NZX, and Xero’s Shares are still listed on the ASX. Xero is primarily regulated by the NZX, complies with the NZX Listing Rules, and, pursuant to the ASX Foreign Exempt Listing, is now exempt from complying with most of the ASX Listing Rules (based on the principle of substituted compliance). Accordingly, and in contrast to the grant of Options to Chris and Bill in 2015 and 2016, Xero is not required to rely on a waiver from the ASX in relation to the grant of the 2017 Options, provided it complies with applicable NZX Listing Rules.

PAGE 3

WWW.XERO.COM

XERO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Incentivising through the issue of the 2017 Options

The Board considers it to be in Xero’s interests to grant the 2017 Options as described above to Chris Liddell and Bill Veghte.

The Board believes that the grant of Options as director remuneration is an effective method of incentivising Non-Executive Directors to maximise the long-term value of Xero for shareholders as it more effectively aligns the interests of the Directors with those of shareholders, by giving the Directors an opportunity to share in the success of Xero. Director remuneration in this form can motivate and reward long-term decision making with the aim of creating and maximising shareholder value over the longer term.

Further, in Xero’s offshore markets, remunerating directors by way of Options is common; particularly in the U.S. where both Chris and Bill are based. As part of Xero’s global growth strategy, it is important that the Board be able to attract and retain high quality directors that are experienced in, and knowledgeable about, Xero’s offshore markets. Being able to compensate these directors in line with the relevant market expectations is seen as fundamental to this objective.

The Board considers that Options are particularly effective as a remuneration tool as they are valuable only to the extent that the price of the underlying Shares is greater than the exercise price of the Options (the exercise price of the Options is set by reference to the market value of the underlying Shares at the time of grant of the Options as set out below).

Proposed Terms of the 2017 Options

The terms of the 2017 Options will be the same as the terms of the Options generally granted to Xero’s U.S. based employees under the Xero Limited (USA) Equity Incentive Scheme, an equity incentive scheme for Xero’s employees, directors, and service providers based in the U.S. (other than the requirement for shareholder approval at this Meeting), with the key terms being as follows:

Options: Exercisable into Shares on a 1:1 basis.

Exercise Price: Market value of the underlying Shares on the date of issue to be in or around February 2017, based on the volume weighted average price of the underlying Shares for the 20 trading days prior to the grant of the 2017 Options.

Vesting Schedule: The 2017 Options vest, and become able to be exercised, in three equal instalments, on the first, second and third anniversaries of the date of the grant of the 2017 Options, subject to the continued service of the relevant Director on each instalment date. If either Chris Liddell or Bill Veghte ceases to hold office as a Director, any unvested 2017 Options granted to Chris Liddell or Bill Veghte, as applicable, will be cancelled.

Final Exercise Date: The date that is the fourth anniversary of the date of grant (i.e., in or around February 2021).

Value of 2017 Options: Calculated in accordance with the Black-Scholes valuation methodology, which gives an Option a “value” based on inputs that include the market price of the underlying Shares at grant date, the exercise price of the Option, the expected annualised volatility of the underlying Shares, the period from grant until final exercise date, and an annual risk-free interest rate.

Number of Options to be Granted: The number of 2017 Options to be granted to Chris Liddell and Bill Veghte will be calculated by dividing the annual remuneration of the relevant Director (i.e., NZ$220,000 for Chris and NZ$176,000 for Bill) by the value of a 2017 Option as at the date of grant, up to a maximum number of 50,000 2017 Options each (i.e., 100,000 Options in total). Once the maximum number of 2017 Options is reached, any remaining director remuneration will be paid in cash and not through the grant of further Options.

If this resolution is approved by shareholders, the Board intends to grant the 2017 Options in or around February 2017 to Chris Liddell and Bill Veghte as the whole of their annual director remuneration (and to issue Shares to Chris Liddell and Bill Veghte upon any exercise of vested 2017 Options), on the terms set out above, provided that such granting of Options occurs no later than the date that is 12 months following the date of the passing of this resolution, and is, in all cases, subject to the Non-Executive Director remuneration cap.

If this resolution is not approved, both Chris Liddell and Bill Veghte will be paid their respective director remuneration in cash.

PAGE 4

WWW.XERO.COM

XERO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Resolution 6 – Approval of the issue of Ordinary Shares to Lee Hatton

Ordinary Resolution: “That the issue of ordinary shares in Xero Limited to Lee Hatton in lieu of cash, as remuneration for her role as a Director of Xero Limited to a value of NZ$70,000 per annum on the terms set out in the Explanatory Notes to the Notice of Meeting, be approved.” *

• Please refer to the voting exclusions on page 7 in relation to this resolution.

Background

On 10 April 2014, the Board appointed Lee Hatton as an additional Non-Executive Director, with that appointment being confirmed by Xero’s shareholders at Xero’s 2014 Annual Meeting. Following Lee’s appointment, it was agreed that Lee’s director remuneration of NZ$70,000 would be paid by the issue of Shares, in lieu of cash. On 10 August 2015 and 10 February 2016, in compliance with the NZX Listing Rules and ASX Listing Rules, and with shareholder approval (granted at Xero’s 2015 Annual Meeting), Lee was issued 1,984 and 2,109 Shares respectively, in lieu of cash, as remuneration for her role as a Director for the preceding six month period, to a value of NZ$35,000 for each six month period. Shareholder approval is now sought for the issue of Shares to Lee over the course of the next 12 month period.

NZX Listing Rules

Under the NZX Listing Rules, and pursuant to shareholder approval obtained at Xero’s 2014 Annual Meeting, the Board is able to issue Shares to Directors as director remuneration in the manner proposed in accordance with NZX Listing Rule 7.3.8. That NZX Listing Rule requires, with respect of Shares, that any such Shares must be issued after the end of the period (or half period) to which that remuneration relates, and that the issue of such Shares must be equal to the volume weighted average market price of the Shares over the 20 business days prior to issue.

It is proposed that Shares be issued to Lee Hatton at the end of each six month period to which the remuneration relates (expected to be on or around 10 August 2016 and 10 February 2017). The maximum number of Shares that may be issued to Lee at the end of each such six month period will be calculated by dividing NZ$35,000 (being half of NZ$70,000, which is Lee’s total annual remuneration for her role as a Director) by the volume weighted average market price of the Shares over the 20 business days prior to the date of issue (which will therefore be the issue price of the Shares).

Shareholder approval is sought for the issue of Shares to Lee as described above. If this resolution is not approved, Lee Hatton will be paid her director remuneration in cash for the relevant period.

PAGE 5

WWW.XERO.COM

XERO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

IMPORTANT INFORMATION

VIRTUAL ANNUAL MEETING

Shareholders will be able to attend the Meeting in person, or, alternatively, will be able to attend and participate at the Meeting virtually via an online platform provided by Xero’s share registrar, Link Market Services at www.virtualmeeting.co.nz/xero2016. Shareholders attending and participating in the Meeting virtually via the online platform will be able to vote and ask questions during the Meeting. More information regarding virtual attendance at the Meeting (including how to vote and ask questions virtually during the Meeting) is available in the Virtual Annual Meeting Online Portal Guide enclosed with this Notice of Meeting. The Virtual Annual Meeting Online Portal Guide will also be available on our website (www.xero.com/about/investors/announcements).

LINKVOTE APP

Shareholders attending the Meeting in person can download the LinkVote App from the Apple App Store or Google Play Store if they would like to vote during the Meeting using their mobile phone. The LinkVote App will be available for download prior to the Meeting.

PROXIES

Any shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote instead of him or her by filling out, and following the instructions on, the enclosed Proxy Form. The person appointed as proxy is not required to be a Xero shareholder. If you are entitled to cast two or more votes at the Meeting, you may appoint two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If you appoint a proxy, you may either direct your proxy how to vote for you or you may give your proxy discretion to vote as he/she sees fit. If you wish to give your proxy discretion, then you must mark the appropriate boxes on the form to grant your proxy that discretion. The Chair of the Meeting and any Director appointed as proxy intend to vote all discretionary proxies in favour of the relevant resolution (except that Chris Liddell and Bill Veghte cannot vote such discretionary proxies on resolution 5, and Lee Hatton cannot vote such discretionary proxies on resolution 6). If you do not tick any box for a particular resolution, then your instruction for your proxy will be to abstain from voting. If you do not appoint a proxy on your Proxy Form, your Proxy Form will be invalid.

The completed Proxy Form must be received by our Share Registrar, Link Market Services, by no later than 9.00am AEST (11.00am New Zealand time) on Monday 18 July 2016. Any Proxy Form received after that time will not be valid for the Meeting.

Please refer to the instructions on the enclosed Proxy Form as to the ways in which the Proxy Form can be sent to Link Market Services, including instructions on how to appoint your proxy and vote online.

ORDINARY RESOLUTION

The formal business of the Meeting is to pass the Ordinary Resolutions set out in the preceding pages. An Ordinary Resolution is a resolution passed by a simple majority of the votes of shareholders of Xero entitled to vote and voting on the resolution.

VOTING

Voting entitlements for the Meeting will be determined as at 3.00pm AEST (5.00pm New Zealand time) on Monday 18 July 2016. Registered shareholders at that time will be the only persons entitled to vote at the Meeting and only the Shares registered in those shareholders’ names at that time may be voted at the Meeting.

PAGE 6

WWW.XERO.COM

XERO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

VOTING EXCLUSIONS

In relation to resolution 5:

• Xero will disregard any votes cast on that resolution by Chris Liddell and Bill Veghte and any associated person (as defined in the NZX Listing Rules) of Chris or Bill.

• Xero need not disregard a vote if it is cast by Chris or Bill as proxy for a person who is entitled to vote, in accordance with the express directions (i.e., instructions to vote for or against the resolution) on the Proxy Form. Under NZX Listing Rule 9.3.3, if Chris or Bill are appointed proxy for a person who is entitled to vote, they are not entitled to vote if the direction on the Proxy Form allows them discretion as to how to vote on resolution 5 (i.e., discretion to exercise that vote as they see fit).

In relation to resolution 6:

• Xero will disregard any votes cast on that resolution by Lee Hatton and any associated person (as defined in the NZX Listing Rules) of Lee.

• Xero need not disregard a vote if it is cast by Lee as proxy for a person who is entitled to vote, in accordance with the express directions (i.e., instructions to vote for or against the resolution) on the Proxy Form. Under NZX Listing Rule 9.3.3, if Lee is appointed proxy for a person who is entitled to vote, she is not entitled to vote if the direction on the Proxy Form allows her discretion as to how to vote on resolution 6 (i.e., discretion to exercise that vote as she sees fit).

MORE INFORMATION

If you have any questions or require further information in relation to this Notice of Meeting, please contact Xero’s Company Secretary, Matt Vaughan, at companysecretary@xero.com.

PAGE 7

WWW.XERO.COM