XERO LIMITED — Director's Dealing 2015

Apr 7, 2015

Ongoing Disclosure Notice

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Disclosure of Directors and Senior Managers Relevant Interests

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

To NZX Limited; and	Xero Limited (XRO)
Name of listed issuer:	7 April 2015
Date this disclosure made:	3 March 2015
Date of last disclosure:

Director or senior manager giving disclosure

Full name(s):

Name of listed issuer: Name of related body corporate (if applicable):

Position held in listed issuer:

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

Class of affected quoted financial products:

Nature of the affected relevant interest(s):

For that relevant interest-

Number held in class before acquisition or disposal: Number held in class after acquisition or disposal:

Current registered holder(s):

Registered holder(s) once transfers are registered:

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

Type of affected derivative:

Class of underlying financial products:

Details of affected derivative-

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

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 specified in the terms of the derivative (if any):

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:

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:

3 March 2015
Angue Norton

Angus Norton
Xero Limited (XRO)
Not applicable
Chief Product Officer

(a) Ordinary shares in Xero Limited (Ordinary Shares); (b) Unlisted conditional contractual right to be issued Ordinary Shares (Restricted Stock Units or RSUs)
(a) Legal ownership of Ordinary Shares; (b) Holder of RSUs, subject to the terms of the Xero Limited Restricted Stock Unit Plan (NZ), and subject to the satisfaction of certain performance hurdles
(a) None; (b) 60,000
(a) 12,000; (b) 48,000
(a) Not applicable prior to issue; (b) Angus Norton
(a) Annue Norton: (b) Annue

	(a) Angus Norton; (b) Angus
Norton

Not applicable

or gisposal

Delaiis Oi d'ansacuons giving nec to ac
Total number of transactions to which notice relates:	1
Details of transactions requiring disclosure-		31 March 2015
Date of transaction: Nature of transaction:	Plan (NZ)	Issue of Ordinary Shares upon vesting of RSUs granted under the Xero Limited Restricted Stock Unit
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:		12,000 Ordinary Shares were issued upon vesting of 12,000 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 the satisfaction of certain performance hurdles. No cash consideration was required to be paid for the RSUs to vest
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 Not applicable
Date of the prior written clearance (if any):
Summary of other relevant interests after acquisition or disposal: Class of quoted financial products:		Not applicable Not applicable
Nature of relevant interest:
For that relevant interest,-		Not applicable
Number held in class:		Not applicable
Current registered holder(s):
For a derivative relevant interest,-		Not applicable
Type of derivative:
Details of derivative,- The notional value of the derivative (if any) or the notional amount of underlying financial products		Not applicable
(if any):		Not applicable
A statement as to whether the derivative is cash settled or physically settled:		Not applicable
		Not applicable
Maturity date of the derivative (if any):		Not applicable
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 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
If the director or senior manager is not a party to the derivative, the nature of the relevant interest		Not applicable
in the derivative:

	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:

7 April 2015

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