XERO LIMITED — Director's Dealing 2015

Feb 10, 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): (a) legal ownership of Ordinary Shares; (b) beneficial ownership of Ordinary Shares through the Xero Limited Employee RestrictedShare Plan For that relevant interest- Number held in class before acquisition or disposal: (a)15,500;(b)18,000 Number held in class after acquisition or disposal: (a)33,500;(b)None Current registered holder(s): (a) Stuart McLean; (b) Xero Trustee Limited Registered holder(s) once transfers are registered: (a) Stuart McLean; (b) Not applicable 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	Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:				1
Details of transactions requiring disclosure-
Date of transaction:				9 February 2015
				Vesting of 18,000 Ordinary
				Shares under the Xero
				Limited Employee Restricted
Nature of transaction:				Share Plan
				Transfer of legal ownership of
				Ordinary Shares from Xero
				Trustee Limited to Stuart
Name of any other party or parties to the transaction (if known):				McLean
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:				The relevant Ordinary Shares were granted in accordance with the Xero Limited Employee Restricted Share Plan (as part of the remuneration package of Stuart McLean). The legal ownership for such Ordinary Shares has now been transferred to Stuart McLean
				1
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:				Not applicable
Whether prior written clearance was provided to allow the acquisition or disposal to proceed during the closed period:				Transfer in accordance with the rules of the Xero Limited Employee Restricted Share Plan
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 (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,-

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

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:

10 February 2015