XERO LIMITED — Director's Dealing 2014

Jun 18, 2014

Ongoing Disclosure Notice

Section 19T(2), Securities Markets Act 1988

A	Details of director or officer Name of director or officer of public issuer: Name of public issuer: Name of related body corporate (if applicable): Position held in public issuer:		Duncan Ritchie Xero Limited Chief Platform Officer
в	Securities in public issuer or related body corporate to which this disclosure relates Number, class, and type of securities: 72,452 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 63,127 ordinary shares; (b) beneficial ownership of 9,325 ordinary shares through the Xero Limited Employee Restricted Share Plan.
	Name of registered holder of securities:		(a) Duncan Ritchie; (b) Xero Trustee Limited
D	Details of acquisitions and disposals If the relevant interest was acquired- Date of acquisition: Consideration paid for acquisition:		13 June 2014 NZ\$76,264.91 (NZ\$31.87 per share)
	If the relevant interest was disposed of- Date of disposal: Consideration paid for disposal:
	Type of transaction Describe the arrangement pursuant to which, or the circumstances in which, the acquisition or disposal took place:

Allocation of 2,393 ordinary shares under the Xero Limited Employee Restricted Share Plan (registered holder: Xero Trustee Limited)

• Total number of transactions this notice relates to: 1 E
• $\mathsf F$ Date of last disclosure notice (whether in form 1 or form 2) by director or officer: 24

February 2014

$\mathbf G$ Signature

Signature of director or officer: $\mathcal{V}$

Date of signature: 19 June 2014