XERO LIMITED — Director's Dealing 2014

Jul 7, 2014

Section 19T(2), Securities Markets Act 1988

Ongoing Disclosure Notice

A Details of director or officer

Name of director or officer of public issuer: Ross Jenkins Name of public issuer: Xero Limited Name of related body corporate (if applicable): Position held in public issuer: Chief Financial Officer

B Securities in public issuer or related body corporate to which this disclosure relates

Number, class, and type of securities: 299,895 ordinary shares after the transaction

C Nature of relevant interest and name of registered holder

Nature of relevant interest in securities: (a) legal ownership of 286,298 ordinary shares; (b) beneficial ownership of 13,597 ordinary shares through the Xero Limited Employee Restricted Share Plan. Name of registered holder of securities: (a) Ross Jenkins; (b) Xero Trustee Limited

D Details of acquisitions and disposals

If the relevant interest was acquired— Date of acquisition: Consideration paid for acquisition:

If the relevant interest was disposed of—

Date of disposal: 7 July 2014 Consideration paid for disposal: Gift (value considered to be equal to the market value of the shares at close of trade on 7 July 2014)

Type of transaction

Describe the arrangement pursuant to which, or the circumstances in which, the acquisition or disposal took place:

Gift of 14,000 shares to family member

E Total number of transactions this notice relates to : 1

F Date of last disclosure notice (whether in form 1 or form 2) by director or officer : 19 June

2014

G Signature

Signature of director or officer:

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Date of signature: 8 July 2014

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