XERO LIMITED — Director's Dealing 2013

Jul 10, 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):		Stuart McLean Xero Limited
	Position held in public issuer:		Chief Revenue Officer
в	Securities in public issuer or related body corporate to which this disclosure relates $188,426$ ordinary shares after the transaction Number, class, and type of securities:
C	Nature of relevant interest and name of registered holder Nature of relevant interest in securities:		$2$ (a) Beneficial ownership of 24,688 ordinary shares through the Xero Limited Restricted Share Plan; (b) legal owner of 63,738 ordinary shares.
	Name of registered holder of securities:		3 (a) Xero Trustee Limited; (b) Stuart McLean
D	Details of acquisitions and disposals If the relevant interest was acquired- Date of acquisition: Consideration paid for acquisition:		4 9 July 2013 $5$ (i) NZ\$395,008 (NZ\$16.00 per share) (ii) NZ\$775,008 (NZ\$16.00 per share)
	If the relevant interest was disposed of- Date of disposal: Consideration paid for disposal:	6 $\overline{7}$
	Type of transaction متحميناه ومراجع وتغامات بمتحت مسابق واماطرت وتراجعه ومقطع موربوسام المسابق والمائيات وبقرق ويستريبون بلاسيات

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

⁸(i) Allocation of 24,688 of ordinary shares under the Xero Limited Restricted Share Plan (ii) 48,438 ordinary shares issued in connection with executive share loan (further details set out in financial assistance disclosure notice filed with NZX and ASX on 25 June 2013)

$92$ Total number of transactions this notice relates to: E

F Date of last disclosure notice (whether in form 1 or form 2) by director or officer: $10$ 31 May

G Signature

Signature of director or officer:

11

2013

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