XERO LIMITED — Director's Dealing 2015

Nov 25, 2015

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Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

To NZX Limited; and
Name of listed issuer:		Xero Limited (XRO)
Date this disclosure made:		26-Nov-15
Date of last disclosure:		20-Dec-12
Director or senior managergiving disclosure
Full name(s):		Gareth Samuel Morgan
Name of listed issuer:		Xero Limited (XRO)
Name of related body corporate (if applicable):		Not applicable
Position held in listed issuer:		Director

To NZX Limited; and
Name of listed issuer:		Xero Limited (XRO)
Date this disclosure made:		26-Nov-15
Date of last disclosure:		20-Dec-12
Director or senior managergiving disclosure
Full name(s):		Gareth Samuel Morgan
Name of listed issuer:		Xero Limited (XRO)
Name of related body corporate (if applicable):		Not applicable
Position held in listed issuer:		Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives) Class of affected quoted financial products:
Class of affected quoted financial products:		Ordinary shares in Xero Limited (Ordinary Shares)
Nature of the affected relevant interest(s):		Indirect ownership of Ordinary Shares
For that relevant interest-
Number held in class before acquisition or disposal:		5,122,609
Number held in class after acquisition or disposal:		4,622,609
Current registered holder(s):		Jasmine Investment Holdings Limited
Registered holder(s) once transfers are registered:		Not known (on-market disposal)
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable) Type of affected derivative: Class of underlyingfinancial products: Details of affected derivative- The notional value of the derivative (if any) or the notional amount of underlying financial products (if any): A statement as to whether the derivative is cash settled or physicallysettled:
		Notapplicable
		Notapplicable
The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):		Not applicable
A statement as to whether the derivative is cash settled or physicallysettled:		Notapplicable
Maturitydate of the derivative(if any):		Not applicable
Expirydate of the derivative(if any):		Not applicable
Theprice specified in the terms of the derivative(if any):		Not applicable
Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financial products:		Not applicable
For that derivative,- Parties to the derivative: If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:		Notapplicable
Parties to the derivative:		Notapplicable
If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:		Notapplicable
Details of transactions giving rise to acquisition or disposal
Total numberoftransactions towhich noticerelates:		Multiple on-market transactions
		26-Nov-15
		On-market disposalofshares
		Not known (on-market disposal)
		500,000 shares were disposed of on 26 November 2015 at an average price of NZ$20.01pershare.

Numberof financialproducts towhichthe transaction related:		1
If the issuer has a financial products trading policy that prohibits directors or senior managers
from trading during any period without written clearance (a closed period) include the following
details—
Whether relevant interests were acquired or disposed of during a closed period:		Not applicable
Whether prior written clearance was provided to allow the acquisition or disposal to proceed
duringthe closedperiod:		Notapplicable
Date of the prior written clearance(if any):		Not applicable

Numberof financialproducts towhichthe transaction related:		1	1
If the issuer has a financial products trading policy that prohibits directors or senior managers from trading during any period without written clearance (a closed period) include the following details—
Whether relevant interests were acquired or disposed of during a closed period:		Not applicable
Whether prior written clearance was provided to allow the acquisition or disposal to proceed duringthe closedperiod:		Notapplicable
Date of the prior written clearance(if any):		Not applicable
Summary of other relevant interests after acquisition or disposal: Class ofquotedfinancialproducts: Nature of relevantinterest: For that relevant interest,- Number held in class: Currentregisteredholder(s): For a derivative relevant interest,- Type of derivative: Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):		Not applicable
A statement as to whether the derivative is cash settled or physically settled:		Not applicable
Maturity date of the derivative (if any):		Not applicable
Expiry date of the derivative (if any):		Not applicable
The price's specified terms (if any):		Not applicable
Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financial products:		Not applicable
For that derivative relevant interest,-		Not applicable
Parties to the derivative:		Not applicable
If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:		Not applicable
Certification I certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. Signature of director or officer: Date of signature:		26-Nov-15
I certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.
Signature of director or officer:
Date of signature:		26-Nov-15

Signature of director or officer: Date of signature: or Signature of person authorised to sign on behalf of director or officer: Date of signature: Name and title of authorised person:

Notes

Use this form to disclose all the acquisitions and disposals by a director or senior manager of a listed issuer, or of a related body corporate, or in specified derivatives. The disclosure must be made within—

(a) 20 working days after the first acquisition or disposal disclosed in this notice if the acquisitions or disposals are of a kind referred to in section 297(2)(a) of the Financial Markets Conduct Act 2013; or

(b) in any other case, 5 trading days after the first acquisition or disposal disclosed in this notice.