XERO LIMITED — Director's Dealing 2016

Apr 5, 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)
2 April 2016
15 February 2016

Ross Jenkins
Xero Limited (XRO)
Not applicable
Ceased role as Chief
Operating Officer on 27
October 2015

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

Class of affected quoted financial products:	Ordinary shares in Xero Limited (Ordinary Share
Nature of the affected relevant interest(s):	(a) Legal ownership of Ordinary Shares; (b) Beneficial ownership of Ordinary Shares through Xero Limited Employee Restricted Share Plan
For that relevant interest-
Number held in class before acquisition or disposal:	(a) 154,038; (b) 81,772
Number held in class after acquisition or disposal:	(a) 195,311; (b) None
Current registered holder(s):	(a) Ross Jenkins; (b) Xe Trustee Limited
Registered holder(s) once transfers are registered:	(a) Ross Jenkins; (b) Xe Trustee Limited

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

Type of affected derivative:
Class of underlying financial products:
Details of affected 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 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 interest In the derivative:

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:

Nature of transaction:

hares) of p of ough the yee an

$(a) 154,038$ ; (b) 81,772
(a) 195,311; (b) None
(a) Ross Jenkins; (b) Xero Trustee Limited
(a) Ross Jenkins; (b) Xero Trustee Limited

Not applicable
Not applicable

Not applicable
Not applicable
Not applicable
Not applicable

Not applicable
Not applicable

2

31 March 2016

(a) Vesting of 41,273 Ordinary Shares under the
Xero Limited Employee
Restricted Share Plan; (b) Transfer of beneficial ownership of 40,499 Ordinary Shares to Xero Trustee Limited as trustee of the Xero Limited Employee Restricted Share Plan, in connection with Ross Jenkins' cessation of employment with the Xero Limited Group

Name of any other party or parties to the transaction (if known):

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:	Not applicable
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 (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.

Signature of director or officer:

Date of signature:

(a) Transfer of legal ownership of Ordinary Shares from Xero Trustee Limited to Ross Jenkins; (b) Transfer of beneficial ownership of Ordinary Shares from Ross Jenkins to Xero Trustee Limited (a) 41,273 Ordinary Shares were granted in accordance with the Xero Limited Employee Restricted Share Plan (as part of the remuneration package of Ross Jenkins). The legal ownership for such Ordinary Shares has now been transferred to Ross Jenkins; (b) Transfer of beneficial ownership of 40,499 Ordinary Shares to Xero Trustee Limited as trustee of the Xero Limited Employee Restricted Share Plan, in connection with Ross Jenkins' cessation of employment with the Xero Limited Group

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

Not applicable
Not applicable

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