XERO LIMITED — Director's Dealing 2014

Feb 18, 2014

Ongoing Disclosure Notice

Section 19T(2), Securities Markets Act 1988

Α	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:		Alastair Grigg Xero Limited General Manager - Platform Ventures (previously held position of Chief Operating Officer; disclosure required pursuant to section 19W of the Securities
			Markets Act 1988)
В	Securities in public issuer or related body corporate to which this disclosure relates 1,186,115 ordinary shares after the transaction Number, class, and type of securities:
$\mathbf C$	Nature of relevant interest and name of registered holder Nature of relevant interest in securities:	(a) beneficial ownership of 1,151,776 ordinary shares through family trust; (b) legal ownership of 2,683 ordinary shares; (c) beneficial ownership of 31,656 ordinary shares through the Xero Limited Restricted Share Plan.
	Name of registered holder of securities:		(a) Anna Grigg, Alastair Grigg and Claymore Trustees Limited; (b) Alastair Grigg; (c) 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: Consideration paid for disposal:		18 February 2014 Gift (value considered to be equal to the market value of the shares at close of trade on 18 February 2014)
	Type of transaction Describe the arrangement pursuant to which, or the circumstances in which, the acquisition or disposal took place: Gift of 13,000 shares to family members (off-market transfers)

Total number of transactions this notice relates to: $\overline{2}$ E

Date of last disclosure notice (whether in form 1 or form 2) by director or officer: 11 July F

2013

Signature $\mathbf G$

Signature of director or officer: $\sqrt{ }$

Date of signature: