XERO LIMITED — Director's Dealing 2015

Jan 29, 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:				30 January2015
Date of last disclosure:				9 January2015
Director or senior managergiving disclosure
Full name(s):				Stuart McLean
Name of listed issuer:				Xero Limited
Name of related body corporate (if applicable):				Not applicable
Position held in listed issuer:				Chief Revenue 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)
				(a) Legal ownership of
				Ordinary Shares; (b)
Nature of the affected relevant interest(s):				beneficial ownership of Ordinary Shares through the
				Xero Limited Employee
				Restricted Share Plan
For that relevant interest-
Number held in class before acquisition or disposal:				(a)59,850;(b)18,000
Number held in class after acquisition or disposal:				(a)29,760;(b)18,000
Current registered holder(s):				(a) Stuart McLean; (b) Xero Trustee Limited
Registered holder(s) once transfers are registered:				(a) Stuart McLean; (b) Xero Trustee Limited
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 products:				Not applicable
_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

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: 4 - Details of transactions requiring disclosure Transactions took place between 23 January 2015 and 28 January 2015 with settlement occurring between 28 January 2015 and 2 Date of transaction: February 2015 Nature of transaction: On-market disposal of shares Not known (on-market Name of any other party or parties to the transaction (if known): disposal) 25,500 shares were disposed of at NZ$16.20 per share; 1,863 shares were disposed of at NZ$16.33 per share; 1,893 shares were disposed of at NZ$15.90 per share; 834 shares were disposed of at $16.30 per share. Proceeds of disposals to be applied towards the repayment of an executive loan made by Xero Limited in favour of Stuart McLean in July 2013, with such loan to be repaid upon cessation of The consideration, expressed in New Zealand dollars, paid or received for the acquisition or Stuart McLean's employment disposal. If the consideration was not in cash and cannot be readily by converted into a cash with Xero Limited. value, describe the consideration: 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: 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,- 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

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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:

30 January 2015