XERO LIMITED — Director's Dealing 2015

Aug 13, 2015

DocuSign Envelope ID: C1F63035-7653-4868-A67A-C939189900B4

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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

		Xero Limited(XRO)
		____August 2015 14
		7 April 2015
Full name(s):		Angus Norton
Name of listed issuer:		Xero Limited(XRO)
Name of related body corporate (if applicable):		Not applicable
Position held in listed issuer:		Chief Product Officer
Summary of acquisition or disposal of relevant interest(excluding specified derivatives) Class of affected quoted financial products:
Class of affected quoted financial products:		Unlisted conditional contractual right to be issued ordinary shares in Xero Limited (Ordinary Shares) (Restricted Stock Unitsor RSUs)
Nature of the affected relevant interest(s):		Holder of RSUs, subject to the terms of the Xero Limited Restricted Stock Plan (NZ), and subject to the satisfaction of certain performance hurdles
For that relevant interest-
Number held in class before acquisition or disposal:		48,000 RSUs (Angus Norton also has legal ownership of 12,000 Ordinary Shares)
Number held in class after acquisition or disposal:		53,315 RSUs (Angus Norton's legal ownership of 12,000 Ordinary Shares remains unchanged)
Current registered holder(s):		Angus Norton
Registered holder(s) once transfers are registered:		Angus Norton

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:		Not applicable
Class of underlyingfinancial products:		Not applicable
Details of affected 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 physicallysettled:		Not applicable
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:		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

Details of transactions giving rise to acquisition or disposal Total number of transactions to which notice relates:

1

DocuSign Envelope ID: C1F63035-7653-4868-A67A-C939189900B4

Details of transactions requiring disclosure- Date of transaction: Nature of transaction: Name of any other party or parties to the transaction (if known):

Date of transaction:				10 August 2015
				RSUs granted under the Xero
Nature of transaction:				Limited Restricted Stock Unit
				Plan (NZ)
Name of any other party or parties to the transaction (if known):				Not applicable
The consideration, expressed in New Zealand dollars, paid or received for the acquisition or disposal. If the consideration was not in cash and cannot be readily by converted into a cash value, describe the consideration:				5,315 RSUs granted under the Xero Limited Restricted Stock Unit Plan (NZ) as part of the remuneration package of Angus Norton (in his role as Chief Product Officer). The RSUs are subject to certain performance hurdles. No cash consideration is required to be paid for the RSUs to vest. The RSUs have been granted at an allocation price of NZ$17.64 per RSU (being the 20 day value weighted average price of Ordinary Shares on the NZX Main Board through to 7 August 2015)
Number of financial products to which the 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 during the closed period:				Not applicable
Date of the prior written clearance (if any):				Not applicable
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:				Ordinary Shares
Nature of relevant interest:				Legal ownership of Ordinary Shares
For that relevant interest,-
Number held in class:				12,000
Current registered holder(s):				Not applicable
For a derivative relevant interest,-
Type of derivative:				Not applicable
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,-
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:				August 2015 14