XERO LIMITED — Director's Dealing 2016

Jun 13, 2016

Ongoing Disclosure Notice

Director or senior manager giving disclosure

Name of related body corporate (if applicable):

Position held in listed issuer:

Full name(s): Name of listed issuer:

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)
14 June 2016
6 April 2016

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

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

Class of affected quoted financial products:	(a) Ordinary shares in Xero Limited (Ordinary Shares); (b) Options to acquire Ordinary Shares (Options)
Nature of the affected relevant interest(s):	(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 (AU) (AU Plan)
For that relevant interest-
Number held in class before acquisition or disposal:	(a) 49,000; (b) None
Number held in class after acquisition or disposal:	(a) 34,800; (b) 35,000
Current registered holder(s):	(a) On-market disposal of shares from Andy Lark; (b) Options granted to Andy Lark
Registered holder(s) once transfers are registered:	(a) On-market disposal of shares from Andy Lark; (b) Options granted to Andy Lark

al of specified derivatives relevant interest (if applicable) Sul

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:	3
Details of transactions requiring disclosure-
Date of transaction:	(a) 7 June 2016 and 8 June 2016; (b) 10 June 2016
Nature of transaction:	(a) On-market disposals of shares; (b) Grant of Options under the AU Plan
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:

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

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:

(a) 3,481 shares were disposed of at an average price of AU\$17.80 per share on 7 June 2016 and 10,719 shares were disposed of at an average price of AU\$18.04 per share (to the nearest cent) on 8 June 2016; (b) The Options have been granted pursuant to the AU Plan as part of the remuneration and incentive of Andy Lark (in his role as Chief Marketing and Business 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) four years from the grant date, subject to the rules of the AU Plan including that the recipient be employed within the Xero Group on the vesting date. The Options have a final expiry date that is five years from the grant date 2

No
Not applicable
Not applicable

Unlisted conditional contractual right to be issued Ordinary Shares (Restricted Stock Units or RSUs) Holder of RSUs, subject to the terms of the AU Plan

36,750 Andy Lark

Not applicable

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

DocuSigned by:
Andran Lark
C9433BDBE6D24F0
6/13/2016 06:22:09 PDT