XERO LIMITED — Director's Dealing 2014

Dec 28, 2014

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	Xero Limited (XRO)
Name of listed issuer:	24-Dec-14 2000
Date this disclosure made:	17-Jun-14
Date of last disclosure:
Director or senior manager giving disclosure
Full name(s):	Stuart McLean Xero Limited
Name of listed issuer:	N/A
Name of related body corporate (if applicable):
Position held in listed issuer:	Chief Revenue Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
	Ordinary Shares in Xero
Class of affected quoted financial products:	Limited (Ordinary Shares)
	(a) legal ownership of
	Ordinary Shares; (b) beneficial ownership of
Nature of the affected relevant interest(s):	Ordinary Shares through the
	Xero Limited Employee Restricted Share Plan
For that relevant interest-	(a) 58,910; (b) 20,940
Number held in class before acquisition or disposal: Number held in class after acquisition or disposal:	(a) $61,850$ ; (b) 18,000
	(a) Stuart McLearn, (b) Xero Trustee Limited
Current registered holder(s):	(a) Stuart McLearn; (b) Xero
Registered holder(s) once transfers are registered:	Trustee Limited
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:	Not applicable
Class of underlying financial products:	Not applicable
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying financial products	Not applicable
(if any): 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 Not applicable
	Not applicable
The price specified in the terms of the derivative (if any): 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 oroducts:
For that derivative -
	Not applicable
	Not applicable
	1
Parties to the derivative: If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative: Details of transactions giving rise to acquisition or disposal Total number of transactions to which notice relates:
Details of transactions requiring disclosure-	19-Dec-14
Date of transaction:	Vesting of 2,940 Ordinary Shares under the Xero Limited Employee Restricted

Ĩ

	Transfer of legal ownership of Ordinary Shares from Xero Trustee Limited to Stuart
	McLean
Name of any other party or parties to the transaction (if known):	The relevant Ordinary Shares were granted in accordance with the Xero Limited Employee Restricted Share Plan (as part of the remuneration package of Stuart McLean). The legal ownership for such Ordinary Shares has now been
$\mid$ 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:	transferred to Stuart McLean.
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 during the closed period:	Transfer in accordance with the rules of the Xero Limited Employee Restricted Share Plan
Date of the prior written clearance (if any):	Not applicable
Class of quoted financial products: Nature of relevant interest:	Not applicable Not applicable
For that relevant interest,- Number held in class:	Not applicable
Current registered holder(s):	Not applicable
For a derivative relevant interest,-	Not applicable
Type of derivative:
Details of derivative,- The notional value of the derivative (if any) or the notional amount of underlying financial products	Not applicable
(if any): A statement as to whether the derivative is cash settled or physically settled:	Not applicable
	Not applicable
Maturity date of the derivative (if any): 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 products:	Not applicable
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
l certify that, to the best of my knowledge and pelief; 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 of officer:
Date of signature:	24-Dec-14

$\overline{\phantom{0}}$

a company and the