XERO LIMITED — Director's Dealing 2016

Aug 4, 2016

DocuSign Envelope ID: E100E661-F92A-46CA-A89F-6F196BB84DA6

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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:

Xero Limited (XRO) 5 August 2016 15 June 2016

Andrew (Andy) Lark Xero Limited (XRO) Not applicable Chief Marketing and Revenue Officer

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

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
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:		None
Number held in class after acquisition or disposal:		8,479
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)

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

Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:		1
Details of transactions requiring disclosure-
Date of transaction:		29 July 2016
Nature of transaction:		Allocation of Ordinary Shares under the Plan
Name of any other party or parties to the transaction (if known):		Not applicable

DocuSign Envelope ID: E100E661-F92A-46CA-A89F-6F196BB84DA6

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 Andrew Lark, 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:

		(a) Ordinary Shares; (b) Unlisted conditional contractual right to be issued Ordinary Shares (Restricted Stock UnitsorRSUs); (c) Options to acquire Ordinary Shares (Options)
		(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); (c) Holder of Options, each Option entitling the holder to subscribe for one Ordinary Share, subject to the terms of the AU Plan
		(a) 34,800; (b) 36,750; (c) 160,000
		(a) Andrew Lark; (b) Andy Lark; (c) Andy Lark
		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,-
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:

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8/4/2016 | 16:23:20 PDT
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