XERO LIMITED — Director's Dealing 2014

Feb 16, 2014

Appendix
3X Initial
Director’s
Interest
Notice

Rule
3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information
or
documents
not
available
now
must
be
given
to
ASX
as
soon
as
available.
Information
and documents
given
to
ASX
become
ASX’s
property
and
may
be
made
public.

Introduced 30/9/2001.

Name of entity: Xero Limited

ARBN: 160 661 183

We
(the
entity)
give
ASX
the
following
information
under
listing
rule
3.19A.1
and
as agent
for
the
director
for
the
purposes
of
section
205G
of
the
Corporations
Act.

Name of Director	Bill Veghte
Date of appointment	12 February 2014

Part 1 - Director’s relevant interests in securities of which the director is the registered holder In
the
case
of
a
trust,
this
includes
interests
in
the
trust
made
available
by
the
responsible
entity
of
the
trust Note:
In
the
case
of
a
company,
interests
which
come
within
paragraph
(i)
of
the
definition
of
“notifiable
interest
of
a
director”
should be
disclosed
in
this
part.

Number & class of securities

62,785 Options to subscribe for Ordinary Shares in Xero Limited (each option entitling the holder to subscribe for one Ordinary Share subject to the terms of the Xero Limited (USA) Equity Incentive Scheme). The material terms of the Options are set out in the Appendix 3B released by Xero Limited to ASX on 12 February 2014. 52,000 of the Options held by Bill Veghte were granted in connection with Bill Veghte’s role as US Advisor, and 10,785 of the Options held by Bill Veghte were granted in connection with Bill Veghte’s role as director.

• See
  chapter
  19
  for
  defined
  terms.

11/3/2002

Appendix
3X
Page
1

Appendix
3X Initial
Director’s
Interest
Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In
the
case
of
a
trust,
this
includes
interests
in
the
trust
made
available
by
the
responsible
entity
of
the
trust

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest.	Number & class of Securities

Part 3 – Director’s interests in contracts

Note:
In
the
case
of
a
company,
interests
which
come
within
paragraph
(ii)
of
the
definition
of
“notifiable
interest
of
a
director”
should be
disclosed
in
this
part.

Detail of contract	Nil, other than in connection with the relevant interests described in Part 1.
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3X
Page
2

11/3/2002