XERO LIMITED — Director's Dealing 2015

Mar 3, 2015

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
I Name of listed issuer:	Xero Limited (XRO)
IDate this disclosure made:	14 March 2015
Date of last disclosure:	124 December 2014

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:	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:	63,127 Ordinary Shares (Duncan Ritchie also has beneficial ownership of 89,325 Ordinary Shares)
Number held in class after acquisition or disposal:	13,127 Ordinary Shares (Duncan Ritchie's beneficial ownership of 89,325 Ordinary Shares remains unchanged)
Current registered holder(s):	lDuncan Ritchie
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:
• 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 any):

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:

Not applicable
Not applicable

Not applicable

Duncan Ritchie

Not applicable

Xero Limited (XRO)

Chief Platform Officer

Not applicable
Not applicable
Not applicable
Not applicable

Not applicable

Not applicable Not applicable Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:

Details of transactions requiring disclosure-

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:

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:

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:

Class of quoted financial products:

Nature of relevant interest:

For that relevant interest.-

Number held in class:

Current registered holder(s):

For a derivative relevant interest,-

Type of derivative

Details of derivative,-

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

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'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:

Numerous on-market disposals on 26 February 2015 and 27 February 2015

26 February 2015 and 27 February 2015

On-market disposals of Ordinary Shares

Not known (on-market disposals)

7,052 Ordinary Shares were disposed of at an average price of NZ\$25.1792 per Ordinary Share on 26 February 2015 and 42,948 Ordinary Shares were disposed of at an average price of NZ\$24.6127 per Ordinary Share on 27 February 2015. A majority of the proceeds of the disposals will be used to repay, in full. the executive loan made by Xero Limited in favour of Duncan Ritchie in July 2013.

No Written clearance required. notwithstanding that disposals were not during a closed period 26-Feb-15

Ordinary Shares Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan

89,325 Xero Trustee Limited

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

For that derivative relevant interest,-

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:

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:

Not applicable

4 March 2015