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:	5 February 2016
Director or senior manager giving disclosure
Full name(s):	Tony Stewart
Name of listed issuer:	Xero Limited (XRO)
Name of related body corporate (if applicable):	Not applicable
Position held in listed issuer:	Chief Data Officer
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):	(a) Legal ownership of Ordinary Shares; (b) Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan
For that relevant interest-
Number held in class before acquisition or disposal:	(a) None; (b) 41,394
Number held in class after acquisition or disposal:	(a) 465; (b) 40,929
Current registered holder(s):	(a) Not applicable; (b) Xero Trustee Limited
Registered holder(s) once transfers are registered:	(a) Tony Stewart; (b) Xero Trustee Limited
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

Expiry date of the derivative(if any):

The price specified in the terms of the derivative (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,-

Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the relevant interin the derivative:

	Not applicable
	Not applicable
est	Not applicable

Limited to Tony Stewart

Not applicable

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:
Details of transactions requiring disclosure-
Date of transaction (s):	31 March 2016
Nature of transaction (s):	Vesting of Ordinary Shares under the Xero Limited Employee Restricted Share Plan
Name of any other party or parties to the transaction (if known):	Transfer of legal ownership of Ordinary Shares from Xero Trustee

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: Not applicable For that relevant interest,-Number held in class: Not applicable Current registered holder(s): Not applicable 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 Not applicable (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'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 Not applicable products 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 Not applicable 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:

465 Ordinary Shares were granted in accordance with the Xero Limited Employee Restricted Share Plan (as part of the remuneration package of Tony Stewart). The legal ownership for such Ordinary Shares has now been transferred to Tony Stewart

Yes Not applicable. Transfer in accordance with the rules of the Xero Limited Employee Restricted Share Plan Not applicable

Not applicable