XERO LIMITED — Director's Dealing 2013

Jul 10, 2013

Ongoing Disclosure Notice

Section 19T(2), Securities Markets Act 1988

$\blacktriangle$	Details of director or officer
	Name of director or officer of public issuer:	Ross Jenkins
	Name of public issuer:	Xero Limited
	Name of related body corporate (if applicable):
	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 1 362,228 ordinary shares after the transaction
C	Nature of relevant interest and name of registered holder $2$ (a) Legal ownership of 337,064 ordinary shares; (b) Nature of relevant interest in securities:
		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:	$4$ (i) 9 July 2013
	Consideration paid for acquisition:	$5$ (i) NZ\$82,512 (NZ\$16.00 per share)
	If the relevant interest was disposed of-
	Date of disposal:	$6$ (ii) 4 July 2013
	Consideration paid for disposal:	$\frac{7}{1}$ (ii) NZ\$698,000 (NZ\$17.45 per share)
	Type of transaction

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

⁸(i) Allocation of 5,157 ordinary shares under the Xero Limited Restricted Share Plan (ii) On market sale of 40,000 ordinary shares

• $92$ $\mathbf E$ Total number of transactions this notice relates to:
• $\mathbf{F}$ Date of last disclosure notice (whether in form 1 or form 2) by director or officer: $10$ 3 April

2013

G Signature

Signature of director or officer:

Date of signature:

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