XERO LIMITED — Director's Dealing 2014

Feb 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:	Stuart McLean Xero Limited Chief Revenue Officer
в	Number, class, and type of securities:	Securities in public issuer or related body corporate to which this disclosure relates 82,426 ordinary shares after the transaction
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 57,738 ordinary shares; (b) beneficial ownership of 24,688 ordinary shares through the Xero Limited Restricted Share Plan (a) Stuart McLean; (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: Consideration paid for disposal:	13 February 2014; i. ii. 18 February 2014. Average price of NZ\$40.3456 per share for i. 2,435 shares;
	Type of transaction	ii. NZ\$40.00 per share for 3,565 shares.

Describe the arrangement pursuant to which, or the circumstances in which, the acquisition or disposal took place:
On-market disposal of shares

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

$19/2/14$ .

• Date of last disclosure notice (whether in form 1 or form 2) by director or officer: 11 July F 2013
• G Signature

Signature of director or officer:

Date of signature: