XERO LIMITED — Director's Dealing 2014

Jul 28, 2014

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.

Name of Director	Bill Veghte
Date of last notice	17 February 2014

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	(a) Indirect (b) Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	(a) Trustee of trust as registered holder of 5,000 Ordinary Shares – beneficiaries of the trust are immediate family members (b) N/A
Date of change	24 July 2014
No. of securities held prior to change	(a) None (b) 62,785 Options to subscribe for Ordinary Shares in Xero Limited (each option entitling the holder to subscribe for one Ordinary Share in Xero Limited). The material terms of these Options are set out in the Appendix 3B released by Xero Limited to ASX on 12 February 2014.
Class	(a) Ordinary Shares (b) Unlisted Options to subscribe for Ordinary Shares
Number acquired	(a) 5,000 Ordinary Shares (b) N/A
Number disposed	N/A

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3Y
Page
1

Appendix
3Y Change
of
Director’s
Interest
Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(a) NZ$121,856.76 for 5,000 Ordinary Shares at NZ$24.371352 per share (b) N/A
No. of securities held after change	(a) 5,000 Ordinary Shares (b) 62,785 Options to subscribe for Ordinary Shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	On-market purchase of shares

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?

Prior trading clearance required for directors at all times.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3Y
Page
2

Appendix
3Y Change
of
Director’s
Interest
Notice

If so, was prior written clearance provided to allow the trade toproceed during thisperiod?
If prior written clearance was provided, on what date was thisprovided?	Prior trading clearance provided on 23 July 2014

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3Y
Page
3