XERO LIMITED — Director's Dealing 2014

Jun 16, 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: Stuart McLean Name of public issuer: Xero Limited Name of related body corporate (if applicable): Position held in public issuer: Chief Revenue Officer

B Securities in public issuer or related body corporate to which this disclosure relates Number, class, and type of securities: 79,850 ordinary shares after the transactions described below

C Nature of relevant interest and name of registered holder

Nature of relevant interest in securities: (a) legal ownership of 58,910 ordinary shares; (b) beneficial ownership of 20,940 ordinary shares through the Xero Limited Employee Restricted Share Plan. Name of registered holder of securities: (a) Stuart McLean; (b) Xero Trustee Limited Details of acquisitions and disposals If the relevant interest was acquired— Date of acquisition: A. 13 June 2014 Consideration paid for acquisition: A. NZ$77,252.88 (NZ$31.87 per share) If the relevant interest was disposed of— Date of disposal: B. 11 June 2014 Consideration paid for disposal: B. Gift (value considered to be equal to the market value of the shares at close of trade on 11 June 2014)

D Details of acquisitions and disposals

Type of transaction

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

A. Allocation of 2,424 ordinary shares under the Xero Limited Employee Restricted Share Plan (registered holder: Xero Trustee Limited)

B. Off market transfer of 5,000 shares to the the McLean Family Education Trust

E Total number of transactions this notice relates to : 2

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

G Signature

Signature of director or officer:

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February 2014

Date of signature: 17 June 2014

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