XERO LIMITED — Director's Dealing 2016

Feb 4, 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:

Date this disclosure made:

Date of last disclosure:

Director or senior manager giving disclosure

Full name(s):

Name of listed issuer: Name of related body corporate (if applicable):

Position held in listed issuer:

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

Class of affected quoted financial products:

Nature of the affected relevant interest(s):

For that relevant interest-

Number held in class before acquisition or disposal:

Number held in class after acquisition or disposal:

Current registered holder(s):

Registered holder(s) once transfers are registered:

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 produ $(ii$ 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(s):

Nature of transaction(s):

Xero Limited (XRO)
$5$ February 2016
Not applicable

Tony Stewart
Xero Limited (XRO)
Not applicable
l Chief Data Officer

Ordinary Shares in Xero Limited (Ordinary Shares)
Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan
None
41,394
Not applicable
Xero Trustee Limited

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1 February 2016

Allocation of Ordinary Shares under the Xero Limited Employee Restricte Share Plan

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:

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:

Ordinary Shares allocated, as part of the remuneration package of Tony Stewart (in his role as Chief Data Officer of Xero Limited) at a value of NZ\$17.14 per share (being the 20 day volume weighted average marke price of Ordinary Shares of Xero Limited on the NZX Main Board through to 29 January 2016)

Not applicable
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DocuSigned by: Tony Stewart --- 1A3727E40BFE42B
2/4/2016 15:02:16 PT

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