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):	Alastair Grigg Xero Limited
	Position held in public issuer:	Chief Operating Officer
в	Number, class, and type of securities:	Securities in public issuer or related body corporate to which this disclosure relates $1,199,115$ ordinary shares after the transaction
C	Nature of relevant interest and name of registered holder Nature of relevant interest in securities: Name of registered holder of securities:	$2$ (a) Beneficial ownership of 1,151,776 ordinary shares through family trust (b) legal ownership of 15,683 ordinary shares (c) beneficial ownership of 31,656 ordinary shares through the Xero Restricted Share Plan. $3$ (a) Anna Grigg, Alastair Grigg and Claymore Trustees Limited (b) Alastair Grigg (c) Xero Trustee Limited
D	Details of acquisitions and disposals If the relevant interest was acquired- Date of acquisition: Consideration paid for acquisition: If the relevant interest was disposed of-	4 9 July 2013 5 NZ\$75,008 (NZ\$16.00 per share)
	Date of disposal:
	Consideration paid for disposal:

Type of transaction

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

⁸ Allocation of 4,688 ordinary shares under the Xero Limited Restricted Share Plan

Total number of transactions this notice relates to: $91$ $\mathsf E$

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

2013

$\mathbf G$ Signature

Signature of director or officer:

H reg

Date of signature: 11 July 2013