XERO LIMITED — Director's Dealing 2013

Dec 12, 2013

Ongoing Disclosure Notice

Section 19T(2), 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):	Ross Jenkins Xero Limited
	Position held in public issuer:	Chief Financial Officer
в	Number, class, and type of securities:	Securities in public issuer or related body corporate to which this disclosure relates 1 327,228 ordinary shares after the transaction
C	Nature of relevant interest and name of registered holder Nature of relevant interest in securities:	$2$ (a) Legal ownership of 302,064 ordinary shares; (b) beneficial ownership of 25,164 ordinary shares through the Xero Limited Restricted Share Plan.
	Name of registered holder of securities:	3 (a) Ross Jenkins; (b) Xero Trustee Limited
D	Details of acquisitions and disposals If the relevant interest was acquired- Date of acquisition: Consideration paid for acquisition:	4 5
	If the relevant interest was disposed of- Date of disposal: Consideration paid for disposal:	$6$ 12 December 2013 7 Gift (value considered to be equal to the market value of the shares at close of trade on 11 December 2013)

Type of transaction Describe the arrangement pursuant to which, or the circumstances in which, the acquisition or disposal took place:

⁸ Gift of 35,000 shares to family members.

• E Total number of transactions this notice relates to: $9₁$
• F Date of last disclosure notice (whether in form 1 or form 2) by director or officer: 10 10 July

2013

G Signature

Signature of director or officer:

$\Lambda$

Date of signature: 13 Secon Ser 2013

Notes

Use this form to disclose all the acquisitions and disposals by a director or officer of a public issuer of relevant interests in securities of the public issuer or of a related body corporate. The disclosure must normally be made within 5 trading days of the first acquisition or disposal disclosed in this notice.

Provide the information required under headings C and D for each type of security identified under heading B.

This notice must be signed either by the director or officer making the disclosure, or by a person authorised by the director or officer to sign on his or her behalf.¹¹

References

• $\overline{1}$ Regulation 8.
• $2 \qquad \text{Regularian}$
  
  Regulation 7.
• Regulation 7.
• Regulation 9.
• Regulation 10.
• Regulation 9.
• Regulation 10.
• Regulation 11.
• Regulation 12(2).
• Regulation 13.
• Regulation 14.