XERO LIMITED — Director's Dealing 2016

Oct 31, 2016

DocuSign Envelope ID: 1 B318AF5-1B39-4E76-B4E4-228EEE595618

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:

Xero Limited (XRO)
� November 2016
5 August 2016

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:

Sankar Narayan
Xero Limited (XRO)
Not applicable
Chief Financial Officer

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

	(a) Ordinary shares in Xero Limited (Ordinary Shares);
Class of affected quoted financial products:	(b) Unlisted conditional contractual right to be issued Ordinary Shares in Xero Limited (Restricted Stock Units or RSUs)
Nature of the affected relevant interest(s ):	(a) Legal ownership of Ordinary Shares; (b) Holder of RSUs, subject to the terms of the Xero Limited Restricted Stock Unit and Option Plan (AU) (AU Plan)
For that relevant interest
Number held in class before acquisition or disposal:	(a) 1,694; (b) 111,869
Number held in class after acquisition or disposal:	(a) 34,694; (b) 78,869
Current registered holder(s):	(a) Sankar Narayan; (b) Sankar Narayan
Registered holder(s) once transfers are registered:	(a) Sankar Narayan; (b) Sankar Narayan
Summary of acquisition or disposal of specified derivatives relevant interest (if applicab	le)
Type of affected derivative:	Not applicable
Class of underlying financial products:	Not applicable
Details of affected derivative

DocuSign Envelope ID: 1B318AF5-1B39-4E76-B4E4-228EEE595618

Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable 1 26 October 2016 Issue of Ordinary Shares upon vesting of RSUs allocated under the AU Plan Not applicable 33,000 Ordinary Shares were issued upon vesting of 33,000 RSUs granted under the AU Plan as part of the remuneration package of Sankar Narayan (in his role as Chief Financial Officer). No cash consideration was required to be paid for the RSUs to vest 1

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:

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-

DocuSign Envelope ID: 1B318AF5-1B39-4E76-B4E4-228EEE595618

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:

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:

Not applicable Not applicable. Issue of Ordinary Shares upon vesting of RSUs in accordance with the rules of the AU Plan Not applicable Options to acquire Ordinary Shares (Options) Holder of Options, each Option entitling the holder to subscribe for one Ordinary Share subject to the terms of the AU Plan 291.000 Sankar Narayan Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable

DocuSigned by:

FBF43015DE0243A.

DocuSign Envelope ID: 1B318AF5-1B39-4E76-B4E4-228EEE595618

Date of signature:

10/31/2016 | 13:32:36 AEDT