XERO LIMITED — Director's Dealing 2015

Feb 12, 2015

NZX

Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests

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

Occilons zon (z) and zoo(z), i mancial mancis conduct Act zo is
To NZX Limited; and
Name of listed issuer:	Xero Limited (XRO)
Date this disclosure made:	13 February 2015
Date of last disclosure:	Not applicable
Director or senior manager giving disclosure
Full name(s):	Doug Jeffries
Name of listed issuer:	Xero Limited (XRO)
Name of related body corporate (if applicable):	Not applicable
Position held in listed issuer:	Chief Financial Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:	(a) Ordinary Shares in Xero Limited (Ordinar Shares); (b) Unlisted conditional contractua be issued Ordinary Shares in Xero Limited (Restricted Stock Units or RSUs); (c) Unlis options to acquire Ordinary Shares in Xero I (Options)
Nature of the affected relevant interest(s):	(a) Legal ownership of Ordinary Shares; (b) Conditional right pursuant to an Agreement Limited to be issued Ordinary Shares in Xer subject to the terms of the Agreement and t of the Xero Limited (USA) Equity Incentive S The material terms relating to this right are s more fully in the Notification of Allotment of Securities released by Xero Limited to NZX, Appendix 3B released to ASX, each dated 1 February 2015 (such Notification of Allotmer Appendix 3B, the "Notices"); (c) Holder of 0 subscribe for Ordinary Shares in Xero Limite Option entitling the holder to subscribe for a Ordinary Share in Xero Limited subject to th of the Xero Limited (USA) Equity Incentive S The material terms of the Options are set ou fully in the Notices.
For that relevant interest-
Number held in class before acquisition or disposal:	(a) None; (b) None; (c) None
Number held in class after acquisition or disposal:	(a) 5,000 (upon vesting of 5,000 RSUs as de more fully in the Notices); (b) 83,475 (taking account vesting of 5,000 RSUs as describe fully in the Notices); (c) 200,000
Current registered holder(s):	Not applicable
Registered holder(s) once transfers are registered:	Doug Jeffries

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

Type of affected derivative:	Not applicable
Class of underlying financial 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 physically settled:	Not applicable
Maturity date of the derivative (if any):	Not applicable
Expiry date of the derivative(if any):	Not applicable
The price 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 Iin the derivative:	Not applicable

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:

Kero Limited (XRO)
13 February 2015
Not applicable

Doug Jeffries
Xero Limited (XRO)
Not applicable
Chief Financial Officer

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Scheme. set out and 1 nt and Options to ed (each one e terms .c.......
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escribed into d more Doug Jeffries

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Details of transactions requiring disclosure-

Date of transaction(s):	10 February 2015
Nature of transaction(s):	(a) Issue of shares upon vesting of RSUs allocated under the Xero Limited (USA) Equity Incentive Scheme: (b) allocation of RSUs under the Xero Limited (USA) Equity Incentive Scheme; (c) grant of Options under the Xero Limited (USA) Equity Incentive Scheme, in each case as more fully described in the Notices.
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:	(a) 5,000 Ordinary Shares were issued upon vesting of 5,000 RSUs oranted pursuant to the Xero Limited (USA) Equity Incentive Scheme as remuneration and incentive for Doug Jeffries (in his role as CFO); (b) RSUs were granted pursuant to the Xero Limited (USA) Equity Incentive Scheme as remuneration and incentive for Doug Jeffries (in his role as CFO). No cash consideration is required to be paid for the RSUs to vest; (c) Options were granted pursuant to the Xero Limited (USA) Equity Incentive Scheme as remuneration and incentive for Doug Jeffries (in his role as CFO). The exercise price is NZ\$16.05 per Option (being the volume weighted average price of an Ordinary Share in Xero Limited on the NZX Main Board for the 20 trading days prior to the date of the lgrant).
Number of financial products to which the transaction related:	3
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
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 $(x + 1)$

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:

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

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