XERO LIMITED — Director's Dealing 2017

Nov 26, 2017

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:

Xero Limited (XRO) 27 November 2017 20 November 2017

Craig Elliott
Xero Limited (XRO)
Not applicable
Ceased role as Director on 12
July 2017

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):	Indirect interest in Ordinary Shares (Private Nominees) Limited holds Ordinary Shares as custodian for the benefit of Craig Wesley Elliott)
For that relevant interest-
Number held in class before acquisition or disposal:	60.000
Number held in class after acquisition or disposal:	25,000
Current registered holder(s):	Private Nominees Limited
Registered holder(s) once transfers are registered:	Not known (on-market

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-

Not applicable Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Not applicable

disposal)

Not applicable Not applicable

Numerous on-market transactions

Date of transaction:	Transactions took place on (i) 17 November 2017 with settlement occurring on 21 November 2017; (ii) 20 November 2017 with settlement occurring on 22 November 2017; (iii) 21 November 2017 with settlement occurring on 23 November 2017; and (iv) 22 November 2017 with settlement occurring on 24 November 2017
Nature of transaction:	On market disposal of 35,000 Ordinary Shares
Name of any other party or parties to the transaction (if known):	Not known (on-market disposal)
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) 5,000 Ordinary Shares were disposed of at NZ\$32.0000 per share; (b) 10,000 Ordinary Shares were disposed of at an average price of NZ\$33.815352 per share (ranging from NZ\$33.85 to NZ\$33.80 per share); (c) 10,000 Ordinary Shares were disposed of at an average price of NZ\$33.4200 per share; and (d) 10,000 Ordinary Shares were disposed of at an average price of NZ\$33.132724 per share (ranging from NZ\$33.35 to NZ\$33.00 per share)
Number of financial products to which the transaction related:	$\mathbf{1}$
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

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 applic
Nature of relevant interest:	Not applic
For that relevant interest,-
Number held in class:	Not applic
Current registered holder(s):	Not applic
For a derivative relevant interest.-
Type of derivative:	Not applic
Details of derivative.-
The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):	Not applic
A statement as to whether the derivative is cash settled or physically settled:	Not applic
Maturity date of the derivative (if any):	Not applic
Expiry date of the derivative (if any).	Not applio
The price's specified terms (if any):	Not applio

No
Not applicable
Not applicable

Not applicable
Not applicable

r

Not applicable

ot applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

DocuSign Envelope ID: 8EA1466E-D10D-4B07-8A1D-CE52AF572A38

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 relevant interest,-

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:

Not applicable

Not applicable

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.

$\ddot{\phantom{a}}$

Signature of director or officer:

Date of signature:

J.

DocuSigned by: $C_{\text{rad}}$ Elliott BA5797AB451944E 24 November 2017 | 19:10:17 NZDT