XERO LIMITED — Director's Dealing 2016

Aug 4, 2016

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 Limiter
Date this disclosure made:	5 August 20
Date of last disclosure:	14 June 201
Director or senior manager giving disclosure
Full name(s):	Tony Stewa
Name of listed issuer:	Xero Limiter
Name of related body corporate (if applicable):	Not applical
Position held in listed issuer:	Chief Data
Summary of acquisition or disposal of relevant interest (excluding specified derivatives) Class of affected quoted financial products:	Ordinary Sh Ordinary S
Nature of the affected relevant interest(s):	Beneficial o Shares thro Employee F (Plan)
For that relevant interest-
Number held in class before acquisition or disposal:	40,929
Number held in class after acquisition or disposal:	46.032
Current registered holder(s):	Xero Truste
Registered holder(s) once transfers are registered:	Xero Truste

Xero Limited (XRO)
5 August 2016
14 June 2016

Tony Stewart
Xero Limited (XRO)
Not applicable
Chief Data Officer

Ordinary Shares in Xero Limited (Ordinary Shares)
Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan (Plan)
40,929
46,032
Xero Trustee Limited
Xero Trustee Limited

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 in the derivative:	Not applicable

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: Details of transactions requiring disclosure-

29 July 2016

Allocation of Ordinary Shares under the Plan

Date of transaction (s):

Nature of transaction (s):

Name of any other party or parties to the transaction (if known):

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:	Ordinary Shares allocated, as part of the remuneration package of Tony Stewart at a value of NZ\$18.72 per share (being the 20 day volume weighted average market price of Ordinary Shares on the NZX Main Board through to 28 July 2016)
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:	No
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:	(a) Ordinary Shares; (b) Options to acquire Ordinary Shares (Options)
Nature of relevant interest:	(a) Legal ownership of Ordinary Shares; (b) Holder of Options, each Option entitling the holder to subscribe for one Ordinary Share subject to the terms of the Xero Limited Restricted Stock Unit and
	Option Plan (NZ)
For that relevant interest, - For that relevant interest, - Number held in class:	(a) 465; (b) 70,000
	(a) Tony Stewart; (b) Tony Stewart
Current registered holder(s):
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 products:	Not applicable
For that derivative relevant interest.-	×,
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

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:

$\circledcirc$ 5 August 2016