XERO LIMITED — Director's Dealing 2016

Nov 28, 2016

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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: Date this disclosure made: Date of last disclosure: 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: Nature of the affected relevant interest(s): For that relevant interest-­ Number held in class before acquisition or disposal: Number held in class after acquisition or disposal: Current registered holder(s): Registered holder(s) once transfers are registered:

Xero Limited (XRO) 29 November 2016 5 August 2016 Andrew (Andy) Lark Xero Limited (XRO) Not applicable Chief Marketing and Revenue Officer Ordinary shares in Xero Limited ( Ordinary Shares ) Legal ownership of Ordinary Shares 34,800 Ordinary Shares (Andy Lark also has beneficial ownership of 8,479 Ordinary Shares) 30,000 Ordinary Shares (Andy Lark's beneficial ownership of 8,479 Ordinary Shares remains unchanged) Andy Lark Not known (on-­market disposal of shares from Andy Lark)

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:		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
Total number of transactions to which notice relates:		1
		22 November 2016
		On-market disposal of shares
		Not known (on-market disposal)

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: 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:

4,800 shares were disposed of at an average price of AU$17.6029 per share on 22 November 2016 1 No Not applicable Not applicable (a) Ordinary Shares;; (b) Unlisted conditional contractual right to be issued Ordinary Shares ( RSUs );; (c) Options to acquire Ordinary Shares ( Options ) (a) Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan;; (b) Holder of RSUs, subject to the terms of the Xero Limited Restricted Stock Unit and Option Plan (AU) ( AU Plan );; (c) Holder of Options, each Option entitling the holder to subscribe for one Ordinary Share, subject to the terms of the AU Plan (a) 8,479;; (b) 36,750;; (c) 160,000 (a) Xero Trustee Limited;; (b) Andy Lark;; (c) Andy Lark Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable 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: 29/11/2016