XERO LIMITED — Director's Dealing 2014

Dec 28, 2014

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Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

To NZX Limited; and
Name of listed issuer:				Xero Limited(XRO)
Date this disclosure made:				24-Dec-14
Date of last disclosure:				8 July2014
Director or senior managergiving disclosure
Full name(s):				Ross Jenkins
Name of listed issuer:				Xero Limited(XRO)
Name of related body corporate (if applicable):				Not applicable
Position held in listed issuer:				Chief Financial Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:				Ordinary shares in Xero Limited (Ordinary Shares)
				(a) legal ownership of
				Ordinary Shares; (b)
Nature of the affected relevant interest(s):				beneficial ownership of Ordinary Shares through the
				Xero Limited Employee
				RestrictedShare Plan
For that relevant interest-
Number held in class before acquisition or disposal:				(a)286,298;(b)13,597
Number held in class after acquisition or disposal:				(a)306,298;(b)103,597
Current registered holder(s):				(a) Ross Jenkins; (b) Xero Trustee Limited
Registered holder(s) once transfers are registered:				(a) Ross Jenkins; (b) Xero Trustee Limited
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:				Not applicable
Class of underlyingfinancial products:				Not applicable
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):				Not applicable
A statement as to whether the derivative is cash settled or physicallysettled:				Not applicable
Maturitydate of the derivative(if any):				Not applicable
Expirydate of the derivative(if any):				Not applicable
Theprice specified in the terms of the derivative(if any):				Not applicable
Any other details needed to understand how the amount of the consideration payable under the
derivative or the value of the derivative is affected by the value of the underlying financial				Not applicable
products:
_For that derivative,- _
Parties to the derivative:				Not applicable
If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:				Not applicable

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:				1
Details of transactions requiring disclosure-
Date of transaction:				22 December 2014
				Allocation of Ordinary Shares
				under the Xero Limited
				Employee Restricted Share
				Plan; 20,000 Ordinary Shares
				forming part of the allocation
				vested shortly following
				allocation and are held by
Nature of transaction:				Ross Jenkins as registered holder - the remainder of the
				Ordinary Shares forming part
				of the allocation are held by
				Xero Trustee Limited on trust
				for Ross Jenkins in
				accordance with the rules of
				the Xero Limited Employee
				Restricted Share Plan.
Name of any other party or parties to the transaction (if known):				N/A
				Ordinary Shares allocated, as
				part of the remuneration
				package of Ross Jenkins, at
The consideration, expressed in New Zealand dollars, paid or received for the acquisition or disposal. If the consideration was not in cash and cannot be readily by converted into a cash value, describe the consideration:				a value of NZ$16.81 per share (being the 20 day volume weighted average market price of Ordinary
				Shares on the NZX
				Mainboard through to 19
				December 2014).
Number of financial products to which the transaction related:				1
If the issuer has a financial products trading policy that prohibits directors or senior managers
from trading during any period without written clearance (a closed period) include the following
details—
Whether relevant interests were acquired or disposed of during a closed period:				Not applicable
Whether prior written clearance was provided to allow the acquisition or disposal to proceed duringthe closedperiod:				Not applicable
Date of the prior written clearance (if any):				Not applicable
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:				Not applicable
Nature of relevant interest:				Not applicable
For that relevant interest,-
Number held in class:				Not applicable
Current registered holder(s):				Not applicable
For a derivative relevant interest,-
Type of derivative:				Not applicable
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):				Not applicable
A statement as to whether the derivative is cash settled or physically settled:				Not applicable
Maturity date of the derivative (if any):				Not applicable
Expiry date of the derivative (if any):				Not applicable
The price's specified terms (if any):				Not applicable
Any other details needed to understand how the amount of the consideration payable under the
derivative or the value of the derivative is affected by the value of the underlying financial				Not applicable
products:
For that derivative relevant interest,-
Parties to the derivative:				Not applicable

If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:

Not applicable

Certification

I certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

Signature of director or officer: Date of signature:

24 December 2014