XERO LIMITED — Director's Dealing 2016

Jun 13, 2016

DocuSign Envelope ID: F2941151-B84E-4313-8F44-A00C24225B82

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:	4 June 2016
Date of last disclosure:	6 April 2016

June 2016
6 April 2016

Tony Stewart

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:

Director or senior manager giving disclosure

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)
Not applicable
Chief Data Officer

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 Xero Limited Restricted Stock Unit and Option Plan (NZ) (NZ Plan)

None
70,000
Options granted to Tony Stewart
Options granted to Tony Stewart

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

Not applicable Type of affected derivative: 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 Not applicable products (if any): 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 Not applicable financial products: 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 Not applicable 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-10 June 2016 Date of transaction (s): Grant of Options under the NZ Nature of transaction (s): Plan Name of any other party or parties to the transaction (if known): Not applicable

DocuSign Envelope ID: F2941151-B84E-4313-8F44-A00C24225B82

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 senio 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:

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:

The Options have been granted pursuant to the NZ Plan as part of the remuneration and incentive of Tony Stewart (in his role as Chief Data Officer). The exercise price is NZ\$17.51 per Option, being the volume weighted average price of an Ordinary Share in Xero Limited on the NZX Main Board for the 20 trading days up until and including
9 June 2016. The Options will vest (meaning that they can be exercised) according to the following schedule on each of the first four anniversaries from the grant date (15,000; 15,000; 15,000; and 25,000), subject to the rules of the NZ Plan including that the recipient continue to be employed within the Xero Group on the relevant vesting date. The Options have a final expiry date that is five vears from the grant date

l٥
Not applicable
Not applicable

Ordinary Shares in Xero Limited (Ordinary Shares) (a) Legal ownership of Ordinary Shares; (b) Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan

(a) 465; (b) 40,929 (a) Tony Stewart; (b) Xero Trustee Limited

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

-DocuSigned by: Tony Stewart 1A3727E40BFE42B
	6/13/2016 16:00:09 PDT