XERO LIMITED — Director's Dealing 2016

Apr 5, 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:	6 April 2016
Date of last disclosure:	30 October 2015

Director or senior manager giving disclosure

Full name(s):	Sankar Na
Name of listed issuer:	Xero Limi
Name of related body corporate (if applicable):	Not applic
Position held in listed issuer:	Chief Fina

arayan ted (XRO) cable ancial Officer

(a) Ordinary shares in Xero

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

Class of affected quoted financial products:	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 (AU) (AU Plan)
For that relevant interest-
Number held in class before acquisition or disposal:	(a) None; (b) 105,084
Number held in class after acquisition or disposal:	(a) 1,694 (b) 103,390
Current registered holder(s):	(a) Sankar Narayan; (b) Sankar Narayan
Registered holder(s) once transfers are registered:	(a) Sankar Narayan; (b) Sankar Narayan
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable) Type of affected derivative: Class of underlying financial products:	Not applicable 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:	1
Details of transactions requiring disclosure-
Date of transaction:	31 March 2016
Nature of transaction:	Issue of Ordinary Shares upon vesting of RSUs allocated under the AU Plan

DocuSign Envelope ID: FCDA80AD-74BE-4C22-A59D-992C43099140

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:	1,694 Ordinary Shares were issued upon vesting of 1,694 RSUs granted under the AU Plan as part of the remuneration package of Sankar Narayan (in his role as Chief Financial Officer). No cash consideration was required to be paid for the RSUs to vest
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 in accordance with the AU 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:	Options to acquire Ordinary Shares (Options)
Nature of relevant interest:	Options to subscribe for Ordinary Shares (each Option entitling the holder to subscribe for one Ordinary Share) subject to the terms of the AU Plan
For that relevant interest,-
Number held in class:	176,000
Current registered holder(s):	Sankar Narayan
For a derivative relevant interest,-
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,-	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.

DocuSigned by:

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4/6/2016 | 07:00:13 AEST

Signature of director or officer:

Date of signature: