XERO LIMITED — Director's Dealing 2015

Mar 3, 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

To NZX Limited; and
Name of listed issuer:				Xero Limited(XRO)
Date this disclosure made:				4 March 2015
Date of last disclosure:				24 December 2014
Director or senior managergiving disclosure
Full name(s):				Ross Jenkins
Name of listed issuer:				Xero Limited(XRO)
Name of related body corporate (if applicable):				Not applicable
Position held in listed issuer:				Chief Operating Officer
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-
				306,298 Ordinary Shares
Number held in class before acquisition or disposal:				(Ross Jenkins also has beneficial ownership of
				103,597 OrdinaryShares)
				266,298 (Ross Jenkins'
Number held in class after acquisition or disposal:				beneficial ownership of 103,597 Ordinary Shares
				remains unchanged)
Current registered holder(s):				Ross Jenkins
Registered holder(s) once transfers are registered:				Not known (on-market transfers)
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				Not applicable
products:
_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

				Numerous on-market
Total number of transactions to which notice relates:				disposals on 27 February
				2015
Details of transactions requiring disclosure-
Date of transaction:				27 February 2015
Nature of transaction:				On-market disposals of Ordinary Shares
Name of any other party or parties to the transaction (if known):				Not known (on-market disposals)
				40,000 Ordinary Shares were
				disposed of at an average
				price of NZ$24.9237 per
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:				Ordinary Share. A majority of the proceeds of the disposal will be used to repay, in full, the executive loan made by
				Xero Limited in favour of
				Ross Jenkins in December
				2011.
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:				No
				Written clearance required,
Whether prior written clearance was provided to allow the acquisition or disposal to proceed				notwithstanding that disposal
during the closed period:				was not during a closed
				period
Date of the prior written clearance (if any):				26-Feb-15
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:				Ordinary Shares
				Beneficial ownership of
Nature of relevant interest:				Ordinary Shares through the Xero Limited Employee
				Restricted Share Plan
For that relevant interest,-
Number held in class:				103,597
Current registered holder(s):				Xero Trustee Limited
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.

Signature of director or officer: Date of signature:

3 March 2015 (PDT)