XERO LIMITED — Director's Dealing 2016

Apr 19, 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 Limited (XRO)
Date this disclosure made:	$20$ April 2016
Date of last disclosure:	6 April 2016

Director or senior manager giving disclosure
Full name(s):	Angus Norton
Name of listed issuer:	Xero Limited (XRO)
Name of related body corporate (if applicable):	Not applicable
Position held in listed issuer:	Ceased role as Chie مقادية معانيات وموصا

hief Product Officer on 15 April 2016 $\mathbf{I}$

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) Unlisted conditional contractual right to be issued Ordinary Shares (Restricted Stock Units or RSUs)
Nature of the affected relevant interest(s):	(a) Legal ownership of Ordinary Shares; (b) Holder of RSUs, subject to the terms of the Xero Limited Restricted Stock Unit Plan (NZ) (NZ Plan)
For that relevant interest-
Number held in class before acquisition or disposal:	(a) 37,772; (b) 27,543
Number held in class after acquisition or disposal:	(a) 50,772; (b) None
Current registered holder(s):	(a) Angus Norton; (b) Angus Norton
Registered holder(s) once transfers are registered:	(a) Angus Norton; (b) Not l annlicable

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

	petallo or transactions grinig noc to acquisition or disposal
	Total number of transactions to which notice relates:
Details of transactions requiring disclosure-
Date of transaction:

15 April 2016

Nature of transaction:	(a) Issue of Ordinary Shares upon vesting of RSUs allocated under the NZ Plan; (b) Forfeiture of remaining RSUs held by Angus Norton in connection with Angus Norton's cessation of employment with the Xero Limited Group
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:	(a) 13,000 Ordinary Shares were issued upon vesting of 13,000 RSUs granted under the NZ Plan. No cash consideration was required to be paid for the RSUs to vest; (b) 14,543 RSUs held by Angus Norton were forfeited in connection with Angus Norton's cessation of employment with the Xero Limited Group
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:	Yes
Whether prior written clearance was provided to allow the acquisition or disposal to proceed during the closed period:	Not applicable. Issue of Ordinary Shares upon vesting of RSUs and forfeiture of RSUs in connection with Angus Norton's cessation of employment with the Xero Limited Group, in accordance with the NZ Plan
Date of the prior written clearance (if any):	Not applicable
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:	Not applicable
Nature of relevant interest:	Not applicable
For that relevant interest,-
Number held in class:	Not applicable
Current registered holder(s): For a derivative relevant interest.-	Not applicable
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: