XERO LIMITED — Director's Dealing 2013

May 30, 2013

Appendix
3Y Change
of
Director’s
Interest
Notice

Rule
3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information
or
documents
not
available
now
must
be
given
to
ASX
as
soon
as
available.
Information
and documents
given
to
ASX
become
ASX’s
property
and
may
be
made
public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Xero Limited ARBN 160 661 183

We
(the
entity)
give
ASX
the
following
information
under
listing
rule
3.19A.2
and
as
agent
for the
director
for
the
purposes
of
section
205G
of
the
Corporations
Act.

We (the entity) give ASX the following the director for the purposes of section	information under listing rule 3.19A.2 and as agent for 205G of the Corporations Act.
Name of Director	Sam Knowles
Date of last notice	First notice on ASX (Refer NZX for earlier notices; last NZX disclosure - 7 February 2012)

Part 1 - Change of director’s relevant interests in securities

In
the
case
of
a
trust,
this
includes
interests
in
the
trust
made
available
by
the
responsible
entity
of
the
trust

Note:
In
the
case
of
a
company,
interests
which
come
within
paragraph
(i)
of
the
definition
of
“notifiable
interest
of
a
director”
should be
disclosed
in
this
part.

Direct or indirect interest	i) Indirect ii) Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	i) Sole director of, owner of minority legal interest in, and joint trustee and beneficiary of a trust as the majority shareholder of, Com Investments Limited (as registered holder of 263,636 ordinary shares after the change); ii) Joint registered owner of 205,555 ordinary shares (as joint trustee of Ruby Trust)and beneficiaryof RubyTrust.
Date of change	29 May 2013
No. of securities held prior to change	i) 363,636 ii) 205,555
Class	Ordinary
Number acquired	-
Number disposed	i) 100,000 ii) None
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	NZ$1,303,720 at NZ$13.0372 per share

• See
  chapter
  19
  for
  defined
  terms.

01/01/2011
Appendix
3Y
Page
1

Appendix
3Y Change
of
Director’s
Interest
Notice

No. of securities held after change i) 263,636 ii) 205,555 Nature of change Off-market sale of ordinary shares Example:
on-­‐market
trade,
off-­‐market
trade,
exercise
of
options, issue
of
securities
under
dividend
reinvestment
plan,
participation
in buy-­‐back

Part 2 – Change of director’s interests in contracts

Note:
In
the
case
of
a
company,
interests
which
come
within
paragraph
(ii)
of
the
definition
of
“notifiable
interest
of
a
director”
should be
disclosed
in
this
part.

Detail of contract
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Written clearance is required in all cases irrespective of closed period or not. The trade waspre-approved.
If prior written clearance was provided, on what date was this provided?	28 May 2013

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3Y
Page
2

01/01/2011