XERO LIMITED — Director's Dealing 2017

Aug 1, 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:	Xero Limited (XRO)
Date this disclosure made:	2. August 2017
Date of last disclosure:	5 April 2017

$run$ 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
Officer	Chief Product, Platform and Data

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

Class of affected quoted financial products:	- - (Ord
Nature of the affected relevant interest(s):	Ben Sha Emr Plar
For that relevant interest-
Number held in class before acquisition or disposal:	30.5
Number held in class after acquisition or disposal:	35.8
Current registered holder(s):	Xero
Registered holder(s) once transfers are registered:	Xero

	Ordinary Shares in Xero Limited (Ordinary Shares)
Plan)	Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan (the
30,534
35,888
	Xero Trustee Limited
	Xero Trustee Limited

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:

Not applicable
Not applicable
Not applicable

Not applicable Not applicable

Not applicable Not applicable 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 (s):

Nature of transaction (s):

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

28 July 2017

Allocation of 5,354 Ordinary Shares under the Plan

Not applicable

Ordinary Shares allocated, as part of the remuneration package of Tony Stewart at a value of NZ\$25.75 per share (being the 20 day volume) weighted average market price of Ordinary Shares on the NZX Main Board through to 27 July 2017)

DocuSign Envelope ID: EF6978D0-4891-400C-A854-2CBBA156645E

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:

No
Not applicable
Not applicable

(a) Ordinary Shares; (b) Options to Class of quoted financial products: acquire Ordinary Shares (Options) (a) Legal ownership of Ordinary Shares; (b) Holder of Options, each Option entitling the holder to Nature of relevant interest: subscribe for one Ordinary Share subject to the terms of the Xero Limited Restricted Stock Unit and Option Plan (NZ) For that relevant interest,-(a) 15,963; (b) 70,000 Number-held-in-class: Current registered holder(s): (a) Tony Stewart; (b) Tony Stewart 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 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 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

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:

DocuSigned by:
Tony Stewart
1A3727E40BFE42B.
01 August 2017 14:07:16 PDT

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

in the derivative:

Certification