XERO LIMITED — Director's Dealing 2016

Feb 11, 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:	$12$ February 2016
Date of last disclosure:	14 August 2015

Director or senior manager giving disclosure

Full name(s):	Lee
Name of listed issuer:	Xer
Name of related body corporate (if applicable):	Not
Position held in listed issuer:	Dire

Xero Limited (XRO)
2 February 2016
14 August 2015

Lee Hatton
Xero Limited (XRO)
Not applicable
Director

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):	Legal ownership of Ordinary Shares
For that relevant interest-
Number held in class before acquisition or disposal:	4.157
Number held in class after acquisition or disposal:	6.266
Current registered holder(s):	Lee Hatton
Registered holder(s) once transfers are registered:	Lee Hatton

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 prog
(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 t 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 inter 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:

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

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10 February 2016
Issue of Ordinary Shares
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:

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:

For that relevant interest,-

Number held in class:

Current registered holder(s):

For a derivative relevant interest,-Type of derivative:

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying financial prodi (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's specified terms (if any):

Any other details needed to understand how the amount of the consideration payable under t derivative or the value of the derivative is affected by the value of the underlying financial products:

For that derivative relevant interest.-

Parties to the derivative:

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

Certification

I certify that, to the best of my knowledge and belief, the information contained in this disclosu 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:

NZ\$16.59 per Ordinary Share, being the 20 day volume weighted average price of Xero Limited's Ordinary Shares on the NZX Main Board through to 9 February 2016. The Ordinan Shares were issued to Lee Hatton, in lieu of cash, as remuneration for her role as director of Xero Limited for the preceding six-month period, to a value of NZ\$35,000 (Lee Hatton's current total annual remuneration for her role as director of Xero Limited is NZ\$70,000). The issue of Ordinary Shares to Lee Hatton was approved by shareholders at Xero Limited's Annual Meeting held in July 2015

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Ordinary Shares Ordinary Shares held by spouse

200 Christopher Hatton

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