XERO LIMITED — Director's Dealing 2015

Aug 13, 2015

DocuSign Envelope ID: 6A3DCE64-8FD2-4448-BBF9-91A7AD376B4A

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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:				14		August 2015
Date of last disclosure:				7 April 2015
Director or senior managergiving disclosure
Full name(s):				Duncan Ritchie
Name of listed issuer:				Xero Limited(XRO)
Name of related body corporate (if applicable):				Not		applicable
Position held in listed issuer:				Chief Platform Officer

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

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):		Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan
For that relevant interest-
Number held in class before acquisition or disposal:		67,549 Ordinary Shares (Duncan Ritchie also has legal ownership of 34,903 Ordinary Shares)
Number held in class after acquisition or disposal:		72,964 Ordinary Shares (Duncan Ritchie's legal ownership of 34,903 Ordinary Shares remains unchanged)
Current registered holder(s):		Xero Trustee Limited
Registered holder(s) once transfers are registered:		Xero Trustee Limited

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

The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):	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
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

DocuSign Envelope ID: 6A3DCE64-8FD2-4448-BBF9-91A7AD376B4A

ocuSign Envelope ID: 6A3DCE64-8FD2-4448-BBF9-91A7AD376B4A	ocuSign Envelope ID: 6A3DCE64-8FD2-4448-BBF9-91A7AD376B4A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:				1
Details of transactions requiring disclosure-
Date of transaction:				10 August 2015
				Allocation of Ordinary Shares
Nature of transaction:				under the Xero Limited Employee Restricted Share
				Plan
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				Ordinary Shares allocated, as part of the remuneration package of Duncan Ritchie at a value of NZ$17.64 per
disposal. If the consideration was not in cash and cannot be readily by converted into a cash				share (being the 20 day value
value, describe the consideration:				weighted average market 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:				34,903
Current registered holder(s):				Duncan Ritchie
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				Not applicable
products:
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.

DocuSign Envelope ID: 6A3DCE64-8FD2-4448-BBF9-91A7AD376B4A

Signature of director or officer: Date of signature:

14 August 2015