XERO LIMITED — Director's Dealing 2015

Nov 1, 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:		2 November 2015
Date of last disclosure:		25 September 2015
Director or senior managergiving disclosure
Full name(s):		Graham Shaw
Name of listed issuer:		Xero Limited
Name of related body corporate (if applicable):		N/A
Position held in listed issuer:		Ceased position as Director on 22 July 2015
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:		Ordinary Shares in Xero Limited (Ordinary Shares)
Nature of the affected relevant interest(s):		Legal ownership of Ordinary Shares
For that relevant interest-
Number held in class before acquisition or disposal:		1,260,000
Number held in class after acquisition or disposal:		1,200,000
Current registered holder(s):		Graham Shaw
Registered holder(s) once transfers are registered:		Not known (on-market disposal)
		Not applicable
		Not applicable
The notional value of the derivative (if any) or the notional amount of underlying financial prod (if any):		Not applicable
A statement as to whether the derivative is cash settled or physicallysettled:		Not applicable
Maturitydate of the derivative(if any):	h	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 t 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 intere in the derivative:
Parties to the derivative:		Not applicable
If the director or senior manager is not a party to the derivative, the nature of the relevant inter in the derivative:		Not applicable

Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:		2
		Transactions took place on 27 October 2015 and 30 October 2015

Nature of transaction(s):

Name of any other party or parties to the transaction(s) (if known):

The consideration, expressed in New Zealand dollars, paid or received for the acquisition(s) or disposal(s). If the consideration was not in cash and cannot be readily by converted into a cash value, describe the consideration:

Number of financial products to which the transaction related: 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: Whether prior written clearance was provided to allow the acquisition or disposal to proceed during the closed period: Date of the prior written clearance (if any):

On-­market disposals of shares Not known (on-market disposals) 2,500 shares were disposed of at a price of NZ$15.98 per share on 27 October 2015 and 57,500 shares were disposed of at a price of NZ$15.85 per share on 30 October 2015 1

Not applicable Not applicable Not applicable

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products: Nature of relevant interest: For that relevant interest,-­ Number held in class: Current registered holder(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 produ (if any): A statement as to whether the derivative is cash settled or physically settled: Maturity date of the derivative (if any): Expiry date of the derivative (if any): The price's specified terms (if any): Any other details needed to understand how the amount of the consideration payable under th derivative or the value of the derivative is affected by the value of the underlying financial products: For that derivative relevant interest,-­ Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the relevant intere in the derivative:

Not applicable Not applicable Not applicable Not applicable Not applicable

Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable

Certification

I certify that, to the best of my knowledge and belief, the information contained in this disclosur 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:

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2 November 2015