XERO LIMITED — Director's Dealing 2014

Dec 28, 2014

TEAX

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:	IXero Limited (XRO)
Date this disclosure made:	124 December 2014
Date of last disclosure:	119 June 2014

(Xero Limited (XRO)
24 December 2014
19 June 2014

Director or senior manager giving disclosure

Full name(s);
Name of listed issuer:
Name of related body corporate (if applicable):
Position held in listed issuer:

Duncan Ritchie
Xero Limited (XRO)
Not applicable
Chief Platform 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)
Nature of the affected relevant interest(s):	Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan
For that relevant interest-
Number held in class before acquisition or disposal:	9,325 Ordinary Shares (Duncan Ritchie also has legal ownership of 63,127 Ordinary Shares)
Number held in class after acquisition or disposal:	89,325 Ordinary Shares (Duncan Ritchie's legal ownership of 63,127 Ordinary Shares remains unchanged)
Current registered holder(s):	Xero Trustee Limited
Registered holder(s) once transfers are registered:	Xero 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 (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 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 products:	Not applicable
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 linterest in the derivative:	Not applicable

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:	$\vert$ 1
Details of transactions requiring disclosure-
Date of transaction:	22 December 2014
Nature of transaction:	Allocation of Ordinary Shares under the Xero Limited Employee Restricted Share Plan
Name of any other party or parties to the transaction (if known):	Not applicable
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:	Ordinary Snares allocated, as part of the remuneration package of Duncan Ritchie, at 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 during the closed period:	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:	Ordinary Shares
Nature of relevant interest:	Legal ownership of Ordinary Shares
For that relevant interest,-
Number held in class:	63.127

Current registered holder(s):

For a derivative relevant interest,-

Type of derivative:

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):

A statement as to whether the derivative is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price's specified terms (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 products:

For that derivative relevant interest,-

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:

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.

63,127 Duncan Ritchie

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Signature of director or officer:

Date of signature:

$\sim$ $\sim$

24 December 2014

$\bar{\gamma}$