XERO LIMITED — Director's Dealing 2015

Dec 7, 2015

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix(3Y(

Change(of(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 30/09/01 Amended 01/01/11

Name(of(entity(( Xero%Limited

ABN( 160%661%183

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

NameofDirector	CraigElliott
Dateoflastnotice	27April2015

Part(1(?(Change(of(director’s(relevant(interests(in(securities

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.

Directorindirectinterest	(a)Indirect interest in ordinary shares in XeroLimited(OrdinaryShares) (b)Direct (unlisted options to subscribe for Ordinary Shares) (Options) (each Option entitling the holder to subscribe foroneOrdinaryShare)
Natureofindirectinterest (includingregisteredholder) Note: Provide details of the circumstances giving rise to the relevant interest.	(a)PrivateNomineesLimitedholdsOrdinary Shares as custodian for the benefit of CraigWesleyElliott (b)N/A
Dateofchange	Changestookplaceon(i)1December2015N and(ii)2December2015
No.ofsecuritiesheldpriortochange	(a)66,666OrdinaryShares (b)33,334Options
Class	(a)OrdinaryShares (b)Options
Numberacquired	(a)33,334OrdinaryShares (b)N/A
Numberdisposed	(a)N/A (b)Exerciseof33,334Options

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(i)NZ$165,669.98fortheexerciseof33,334 OptionsatanexercisepriceofNZ$4.97per OptionN and (ii) Not applicable (transfer of Ordinary Shares to custodian as noted above)
No.ofsecuritiesheldafterchange	(a)100,000OrdinaryShares (b)None
Natureofchange Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	(i) On 1 December 2015, 33,334 Ordinary Shares were issued to Craig Wesley Elliott upon exercise of Options by Craig Wesley ElliottgrantedundertheXeroLimited(USA) Equity Incentive SchemeN and (ii) On 2 December 2015, 33,334 Ordinary Shares weretransferredfromCraigWesleyElliottto Private Nominees Limited, to be held by Private Nominees Limited as custodian for thebenefitofCraigWesleyElliott

Part(2(–(Change(of(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.

Detailofcontract	N/A
Natureofinterest	N/A
Nameofregisteredholder (ifissuedsecurities)	N/A
Dateofchange	N/A
No.andclassofsecuritiesto which interest related prior tochange Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interestacquired	N/A
Interestdisposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interestafterchange	N/A

Part(3(–([+] Closed(period(

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Weretheinterestsinthesecuritiesorcontracts detailed above traded during a +closed period wherepriorwrittenclearancewasrequired?	No (Ordinary Shares not traded), but prior written clearanceisrequiredatalltimes fordirectorstotrade
If so, was prior written clearance provided to allowthetradetoproceedduringthisperiod?	N/A (Ordinary Shares not traded)
If prior written clearance was provided, on whatdatewasthisprovided?	N/A (Ordinary Shares not traded)

• See chapter 19 for defined terms.

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