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:		Duncan Ritchie
	Name of public issuer:		Xero Limited
	Name of related body corporate (if applicable):
	Position held in public issuer:		Chief Platform Officer
в	Securities in public issuer or related body corporate to which this disclosure relates
	Number, class, and type of securities:		1 73,859 ordinary shares after the transaction
C	Nature of relevant interest and name of registered holder
	Nature of relevant interest in securities:	$2$ (a) Beneficial ownership of 16,664 ordinary shares through the Xero Limited Restricted Share Plan; (b) legal owner of 57,195 ordinary shares.
	Name of registered holder of securities:		3 (a) Xero Trustee Limited; (b) Duncan Ritchie
D	Details of acquisitions and disposals
	If the relevant interest was acquired-
	Date of acquisition:		$49$ July 2013
	Consideration paid for acquisition:		$5$ (i) NZ\$62,512 (NZ\$16.00 per share)
			(ii) NZ\$775,008 (NZ\$16.00 per share)
	If the relevant interest was disposed of-
	Date of disposal:	6
	Consideration paid for disposal:	7
	Type of transaction $\sim$ - The second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the sec

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

⁸(i) Allocation of 3907 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)

E Total number of transactions this notice relates to: $9^9$ 2

F $10$ 3 July Date of last disclosure notice (whether in form 1 or form 2) by director or officer:

2013

$\mathbf G$ Signature

Signature of director or officer:

Date of signature: $11/7/13$

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