XERO LIMITED — Director's Dealing 2015

Mar 22, 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

Director or senior managergiving disclosure	Director or senior managergiving disclosure	Director or senior managergiving 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: 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: 33,500 Number held in class after acquisition or disposal: 28,150 Current registered holder(s): Stuart McLean Registered holder(s) once transfers are registered: Not known (on market disposal) 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
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
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:		1

Date of transaction: Nature of transaction: Name of any other party or parties to the transaction (if known): 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: Number of financial products to which the transaction related:

19 March 2015 On-market disposal of shares Not known (on-market disposal) 5,350 shares were disposed of at NZ$24.43 per share 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 Not applicable during the closed period: 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,- The notional value of the derivative (if any) or the notional amount of underlying financial products Not applicable (if any): 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,- 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

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): Summary of other relevant interests after acquisition or disposal:

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:

22 March 2015

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