XERO LIMITED — Director's Dealing 2016

Feb 4, 2016

DocuSign Envelope ID: FDF874B0-3FB1-4B4E-BD98-E0CD2DB3FA30

Ongoing Disclosure Notice

Full name(s): Name of listed issuer:

Director or senior manager giving disclosure

Name of related body corporate (if applicable):

Position held in listed issuer:

Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

ITo NZX Limited: and	.
Name of listed issuer:	.
Date this disclosure made:
Date of last disclosure:

Xero Limited (XRO)
February 2016
7 April 2015

Andy Lark
Xero Limited (XRO)
Not applicable
Chief Marketing Officer

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

Class of affected quoted financial products:	Options to acquire ordinary shares in Xero Limited (Options)
Nature of the affected relevant interest(s):	Holder of Options to subscribe for Ordinary Shares in Xero (Ordinary Shares) (each Option entitling the holder to subscribe for one Ordinary Share) subject to the terms of the Xero Limited Restricted Stock Unit Plan (AU) AU Plan)
For that relevant interest-
Number held in class before acquisition or disposal:	None
Number held in class after acquisition or disposal:	125,000
Current registered holder(s):	Not applicable
Registered holder(s) once transfers are registered:	Andy Lark

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 prode (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 specified in the terms of the derivative (if any):	Not applicable
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:	Not applicable
For that derivative,-
Parties to the derivative:	Not applicable
If the director or senior manager is not a party to the derivative, the nature of the relevant inter- in the derivative:	Not applicable
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:
Details of transactions requiring disclosure-
$D = 1 - 1$ is $I = 0$ $I = 1 - 1$	$1.7 - 1.7 - 1.00$

1 February 2016
Grant of Options under the Al Plan
Not applicable

Date of transaction:

Nature of transaction:

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

DocuSign Envelope ID: FDF874B0-3FB1-4B4E-BD98-E0CD2DB3FA30

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:	The Options have been granted pursuant to the AU Plan as part of the remuneration of Andy Lark (in his role as Chief Marketing Officer of Xero Limited). The exercise price is NZ\$17.14 per Option (being the 20 day volume weighted average market price of Ordinary Shares of Xero Limited on the NZX Main Board through to 29 January 2016). The Options will vest (meaning that they are able to be exercised, subject to any final expiration date) in equal percentages on 31 March 2017, 2018 and 2019, subject to the terms of the AU Plan, including Andy Lark's continued employment with the Xero Limited Group on each vesting date
Number of financial products to which the transaction related:	$\mathbf{1}$
If the lissuer 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:	Not applicable
Whether prior written clearance was provided to allow the acquisition or disposal to proceed during the closed period:	Not applicable
Date of the prior written clearance (if any):	Not applicable
Class of quoted financial products:	Unlisted conditional contractual right to be issued Ordinary Shares (Restricted Stock Units or RSUs)
Nature of relevant interest:	(a) Legal ownership of Ordinary Shares; (b) Holder of RSUs, subject to the terms of the AU Plan
For that relevant interest.-
Number held in class:	(a) 15 750; (b) 70,000
Current registered holder(s):	(a) Andy Lark; (b) Andy Lark
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 produ (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 t 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 inter in the derivative:	Not applicable
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

-DocuSigned by: Andy Lark $CB433BDBE6D24E0$ $2/4/2016$ | $16:07:27$ PT

Signature of director or officer:

Date of signature: