XERO LIMITED — Director's Dealing 2016

Aug 4, 2016

DocuSign Envelope ID: C788B150-A921-454B-A1F0-60B03E37CB03

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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:		5 August 2016
Date of last disclosure:		14 June 2016

Director or senior managergiving disclosure
Full name(s):		Duncan Ritchie
Name of listed issuer:		Xero Limited(XRO)
Name of related body corporate (if applicable):		Not applicable
Position held in listed issuer:		Chief Platform Officer

Director or senior managergiving disclosure	Director or senior managergiving disclosure
Full name(s):		Duncan Ritchie
Name of listed issuer:		Xero Limited(XRO)
Name of related body corporate (if applicable):		Not applicable
Position held in listed issuer:		Chief Platform Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives) Class of affected quoted financial products:
Class of affected quoted financial products:		Ordinary shares in Xero Limited(Ordinary Shares)
Nature of the affected relevant interest(s):		Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan (Plan)
For that relevant interest-
Number held in class before acquisition or disposal:		36,408
Number held in class after acquisition or disposal:		42,752
Current registered holder(s):		Xero Trustee Limited
Registered holder(s)once transfers are registered:		Xero Trustee Limited

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)

		Not applicable
		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: If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the 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
		29 July 2016
		Allocation of Ordinary Shares under the Xero Limited Employee Restricted Share Plan(Plan)
		Not applicable

DocuSign Envelope ID: C788B150-A921-454B-A1F0-60B03E37CB03

Ordinary Shares allocated, as part of the remuneration package of Duncan Ritchie at a The consideration, expressed in New Zealand dollars, paid or received for the acquisition or value of NZ$18.72 per share disposal. If the consideration was not in cash and cannot be readily by converted into a cash (being the 20 day volume value, describe the consideration: 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 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:

		(a) Ordinary Shares; (b) Options to acquire Ordinary Shares (Options)
		(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)
		(a) 42,459; (b) 135,000
		(a) Duncan Ritchie; (b) Duncan Ritchie
		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 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,-		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
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:
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:		8/4/2016

8/4/2016 | 15:50:19 PDT