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:	Хe
Date this disclosure made:
Date of last disclosure:	14

Director or senior manager giving disclosure

Full name(s):
Name of listed issuer:	Xe
Name of related body corporate (if applicable):	N c
Position held in listed issuer:	Cł

Xero Limited (XRO)
2016 April 2016
14 August 2015

Angus Norton
Xero Limited (XRO)
Not applicable
Chief Product Officer

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

Class of affected quoted financial products:

Nature of the affected relevant interest(s):

Number held in class before acquisition or disposal:

Number held in class after acquisition or disposal:

Current registered holder(s):

For that relevant interest-

Registered holder(s) once transfers are registered:

	(b) Unlisted conditional Stock Units or RSUs)	(a) Ordinary shares in Xero Limited (Ordinary Shares); contractual right to be issued Ordinary Shares (Restricted
Plan)	(a) Legal ownership of Stock Unit Plan (NZ) (NZ	Ordinary Shares; (b) Holder of RSUs, subject to the terms of the Xero Limited Restricted
	(a) 12,000; (b) 53,315
	(a) 37,772; (b) 27,543
Norton		(a) Angus Norton; (b) Angus
Norton		(a) Angus Norton; (b) Angus

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

Type of affected derivative:	Not applicab
Class of underlying financial products:	Not applicab
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):	Not applicab
A statement as to whether the derivative is cash settled or physically settled:	Not applicab
Maturity date of the derivative (if any):	Not applicab
Expiry date of the derivative (if any):	Not applicab
The price specified in the terms of the derivative (if any):	Not applicab
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 applicab
For that derivative.-
Parties to the derivative:	Not applicab
If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:	Not applicab

Details of transactions giving rise to acquisition or disposal
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Total number of transactions to which notice relates:
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 NZ Plan

Not applicable
Not applicable
Not applicable
Not applicable

Not applicable
Not applicable
Not applicable

le

Not applicable
Not applicable

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:	25,772 Ordinary Shares were issued upon vesting of 25,772 RSUs granted under the NZ Plan as part of the remuneration package of Angus Norton (in his role as Chief Product Officer). No cash consideration was required to be paid for the RSUs to vest
Number of financial products to which the transaction related:	$\mathbf{1}$
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 NZ Plan
Date of the prior written clearance (if any):	Not applicable
Class of quoted financial products: Nature of relevant interest:	Not applicable 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 (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

l certify that, to the best of my knowledge and belief, the information contained in this disclosure is l correct and that I am duly authorised to make this disclosure by all persons for whom it is made.
Signature of director or officer:

---Docusigned by:
Angus Norton
---254C12BBFA4B4A2...

$4/4/2016$ | 22:48:17

PT

Date of signature: