XERO LIMITED — Director's Dealing 2017

Oct 3, 2017

DocuSign Envelope ID: 074E65ED-ED2A-4921-9334-E3A7A89329D0

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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: Xero Limited (XRO) Date this disclosure made: 3 October 2017 Date of last disclosure: 28 August 2017 Director or senior manager giving disclosure William Lewis Veghte (Bill Full name(s): Veghte) Name of listed issuer: Xero Limited (XRO) Name of related body corporate (if applicable): Not applicable Position held in listed issuer: Director Summary of acquisition or disposal of relevant interest (excluding specified derivatives) Ordinary shares in Xero Limited ( Ordinary Shares ) in the form of securities Class of affected quoted financial products: purchased in the US through OTC Markets as "XROLF" ( OTC Securities ) (a) Legal ownership of OTC Securities; (b) National Financial Services LLC holds OTC Securities on behalf of the Bean Brook Farm 2013 Nature of the affected relevant interest(s): Annuity Trust (the Trust ). Bill Veghte is the trustee of the Trust and beneficiaries of the Trust are immediate family members For that relevant interest- Number held in class before acquisition or disposal: (a) None; (b) 15,321 Number held in class after acquisition or disposal: (a) 14,204; (b) 1,117 (a) Not applicable; (b) Holder of OTC Securities is National Current registered holder(s): Financial Services LLC, on behalf of the Trust (a) Bill Veghte; (b) Holder of OTC Securities is National Registered holder(s) once transfers are registered: Financial Services LLC, on behalf of the Trust 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 products Not applicable (if any): 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

DocuSign Envelope ID: 074E65ED-ED2A-4921-9334-E3A7A89329D0

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:

Not applicable Not applicable 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: Nature of transaction: 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):

1 26 September 2017 (EDT) Transfer of 14,204 OTC Securities Not applicable Not applicable. The OTC Securities were transferred from National Financial Services LLC, on behalf of the Trust to Bill Veghte 1

Yes Not applicable. The OTC Securities were transferred from National Financial Services LLC, on behalf of the Trust to Bill Veghte 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:

(a) Unlisted options to subscribe for Ordinary Shares ( Options ); (b) Ordinary Shares (a) Holder of Options (each Option entitling the holder to subscribe for one Ordinary Share) subject to the terms of the Xero Limited (USA) Equity Incentive Scheme; (b)(i) National Financial Services LLC holds Ordinary Shares on behalf of the Trust. Bill Veghte is the trustee of the Trust and beneficiaries of the Trust are immediate family members; (b)(ii) Legal ownership of Ordinary Shares

(a) 118,045; (b)(i) 26,000; (b)(ii) 4,491 (a) Bill Veghte; (b)(i) Holder of Ordinary Shares is National Financial Services LLC, on behalf of the Trust; (b)(ii) Bill Veghte Not applicable

DocuSign Envelope ID: 074E65ED-ED2A-4921-9334-E3A7A89329D0

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying financial products Not applicable (if any): 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 Not applicable products: 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 Not applicable in the derivative:

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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:

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04 October 2017 | 05:07:21 NZDT