XERO LIMITED — Director's Dealing 2017

Dec 11, 2017

DocuSign Envelope ID: 8CB0ADC2-1441-411C-BCB7-A1F6D4527479

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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:

Xero Limited (XRO) 12 December 2017 2 August 2017

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:

Tony Stewart Xero Limited (XRO) Not applicable Chief Product, Platform and Data Officer Ordinary Shares in Xero Limited ( Ordinary Shares ) Legal ownership of Ordinary Shares 15,963 75,963 Tony Stewart Tony Stewart

Director or senior manager giving disclosure	Director or senior manager giving 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:		Ordinary Shares in Xero Limited (Ordinary Shares)
Nature of the affected relevant interest(s):		Legal ownershipof OrdinaryShares
For that relevant interest-
Number held in class before acquisition or disposal:		15,963
Number held in class after acquisition or disposal:		75,963
Current registered holder(s):		Tony Stewart
Registered holder(s) once transfers are registered:		Tony Stewart

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

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:		Not applicable
Class of underlyingfinancial products:		Not applicable
Details of affected 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 physicallysettled:		Not applicable
Maturitydate of the derivative(if any):		Not applicable
Expirydate of the derivative(if any):		Not applicable
Theprice 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 the 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 interest 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- Date of transaction (s): Nature of transaction (s): Name of any other party or parties to the transaction (if known):

Numerous on-market transactions

Transactions took place on (i) 6 December 2017 with settlement occurring on 8 December 2017; and (ii) 7 December 2017 with settlement occurring on 11 December 2017 On-market purchase of 60,000 Ordinary Shares Not known (on-market purchase)

DocuSign Envelope ID: 8CB0ADC2-1441-411C-BCB7-A1F6D4527479

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:

(a) 5 Ordinary Shares were purchased at AU$27.200000 per share; (b) 20,000 Ordinary Shares were purchased at an average price of AU$27.321553 per share (ranging from AU$27.29 to AU$27.40 per share); (c) 20,000 Ordinary Shares were purchased at AU$27.700000 per share; and (d) 19,995 Ordinary Shares were purchased at an average price of AU$27.399300 per share (ranging from AU$27.30 to AU$27.40 per share) 1

ocuSign Envelope ID: 8CB0ADC2-1441-411C-BCB7-A1F6D4527479	ocuSign Envelope ID: 8CB0ADC2-1441-411C-BCB7-A1F6D4527479
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:		(a) 5 Ordinary Shares were purchased at AU$27.200000 per share; (b) 20,000 Ordinary Shares were purchased at an average price of AU$27.321553 per share (ranging from AU$27.29 to AU$27.40 per share); (c) 20,000 Ordinary Shares were purchased at AU$27.700000 per share; and (d) 19,995 Ordinary Shares were purchased at an average price of AU$27.399300 per share (ranging from AU$27.30 to AU$27.40 per share)
Number of financial products to which the transaction related:		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—		No Not applicable Not applicable (a) Ordinary Shares; (b) Options to acquire Ordinary Shares (Options) (a) Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan; (b) Holder of Options, each Option entitling the holder to subscribe for one Ordinary Share subject to the terms of the Xero Limited Restricted StockUnit and Option Plan(NZ) (a)35,888;(b)70,000 (a) Xero Trustee Limited; (b) Tony Stewart Not applicable
Whether relevant interests were acquired or disposed of during a closed period:		No
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
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 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 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:		11 December 2017	17:34:39 PST
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:		11 December 2017	17: