XERO LIMITED — Director's Dealing 2014

Feb 23, 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 70,059 ordinary shares after the transaction Number, class, and type of securities:
C	Nature of relevant interest and name of registered holder Nature of relevant interest in securities: Name of registered holder of securities:	(a) Legal ownership of 53,395 ordinary shares; (b) beneficial ownership of 16,664 ordinary shares through the Xero Limited Restricted Share Plan. (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: If the relevant interest was disposed of- Date of disposal:		20 February 2014
	NZ\$40.00 per share Consideration paid for disposal: Type of transaction Describe the arrangement pursuant to which, or the circumstances in which, the acquisition or disposal took place: On-market disposal of 3800 shares

• Total number of transactions this notice relates to: 1 on-market sell order (shares sold in a $E$ number of parcels on-market)
• Date of last disclosure notice (whether in form 1 or form 2) by director or officer: 11 July F 2013
• $\mathsf{G}$ Signature

Signature of director or officer:

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Date of signature: 24 February 2014