XERO LIMITED — Director's Dealing 2015

Apr 7, 2015

==> picture [85 x 21] intentionally omitted <==

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) 7 April 2015 3 March 2015 AndyLark Xero Limited(XRO) Not applicable Chief Marketing Officer (a) Ordinary shares in Xero Limited (Ordinary Shares); (b) Unlisted conditional contractual right to be issued Ordinary Shares (Restricted Stock UnitsorRSUs) (a) Legal ownership of Ordinary Shares; (b) Holder of RSUs, subject to the terms of the Xero Limited Restricted Stock Unit Plan (AU) (Plan) (a)None;(b)75,250 (a)15,750;(b)70,000 (a) Not applicable prior to issue; (b) Andy Lark (a)AndyLark;(b)AndyLark Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
		Xero Limited(XRO)
		7 April 2015
		3 March 2015
Full name(s):		AndyLark
Name of listed issuer:		Xero Limited(XRO)
Name of related body corporate (if applicable):		Not applicable
Position held in listed issuer:		Chief Marketing Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives) Class of affected quoted financial products:
Class of affected quoted financial products:		(a) Ordinary shares in Xero Limited (Ordinary Shares); (b) Unlisted conditional contractual right to be issued Ordinary Shares (Restricted Stock UnitsorRSUs)
Nature of the affected relevant interest(s):		(a) Legal ownership of Ordinary Shares; (b) Holder of RSUs, subject to the terms of the Xero Limited Restricted Stock Unit Plan (AU) (Plan)
For that relevant interest-
Number held in class before acquisition or disposal:		(a)None;(b)75,250
Number held in class after acquisition or disposal:		(a)15,750;(b)70,000
Current registered holder(s):		(a) Not applicable prior to issue; (b) Andy Lark
Registered holder(s)once transfers are registered:		(a)AndyLark;(b)AndyLark
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:		2

Details of transactions requiring disclosure-

Date of transaction:	(i) 31 March 2015; (ii) 1 April 2015 (i) Issue of Ordinary Shares upon vesting of RSUs granted under the Plan; (ii) Granting of RSUs under the Plan Not applicable (i) 15,750 Ordinary Shares were issued upon vesting of 15,750 RSUs granted under the Plan as part of the remuneration package of Andy Lark in his role as Chief Marketing Officer of Xero Limited. The vested RSUs were subject to the satisfaction of certain performance hurdles. No cash consideration was required to be paid for the RSUs to vest; (ii) 10,500 RSUs have been granted pursuant to the Plan as part of the remuneration package of Andy Lark in his role as Chief Marketing Officer of Xero Limited. The 10,500 RSUs will vest (meaning that an equivalent number of Ordinary Shares will be issued) in three equal parts on each of 31 March 2016, 31 March 2017, and 31 March 2018, subject to the terms of the Plan, including continued employment of the relevant employee with the Xero Limited Group on each vesting date. 1 Not applicable	(i) 31 March 2015; (ii) 1 April 2015
Nature of transaction:		(i) Issue of Ordinary Shares upon vesting of RSUs granted under the Plan; (ii) Granting of RSUs under the 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 disposal. If the consideration was not in cash and cannot be readily by converted into a cash value, describe the consideration:		(i) 15,750 Ordinary Shares were issued upon vesting of 15,750 RSUs granted under the Plan as part of the remuneration package of Andy Lark in his role as Chief Marketing Officer of Xero Limited. The vested RSUs were subject to the satisfaction of certain performance hurdles. No cash consideration was required to be paid for the RSUs to vest; (ii) 10,500 RSUs have been granted pursuant to the Plan as part of the remuneration package of Andy Lark in his role as Chief Marketing Officer of Xero Limited. The 10,500 RSUs will vest (meaning that an equivalent number of Ordinary Shares will be issued) in three equal parts on each of 31 March 2016, 31 March 2017, and 31 March 2018, subject to the terms of the Plan, including continued employment of the relevant employee with the Xero Limited Group on each vesting date.
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 duringthe closedperiod:		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: Not applicable Nature of relevant interest: Not applicable For that relevant interest,- Number held in class: Not applicable Current registered holder(s): Not applicable For a derivative relevant interest,- Type of derivative: Not applicable Details of derivative,-
		Not applicable
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.
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.

==> picture [46 x 191] intentionally omitted <==

Signature of director or officer: Date of signature: 7 April 2015