XERO LIMITED — Director's Dealing 2017

Jul 31, 2017

Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

Name of listed issuer:	Xero Limited (XRO)
Date this disclosure made:	August 2017
Date of last disclosure:	5 April 2017

Full name(s):	Sankar Narayan
Name of listed issuer:	Xero Limited (XRO)
Name of related body corporate (if applicable):	Not applicable
Position held in listed issuer:	Chief Operating and Financial Officer

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

Class of affected quoted financial products:	Unlisted conditional contractual right to be issued Ordinary Shares in Xero Limited (Restricted Stock Units or RSUs)
Nature of the affected relevant interest(s): For that relevant interest-	Holder of RSUs, subject to the terms of the Xero Limited Restricted Stock Unit and Option Plan (AU) (AU Plan)
Number held in class before acquisition or disposal:	74,019
Number held in class after acquisition or disposal:	80,232
Current registered holder(s):	Sankar Narayan
Registered holder(s) once transfers are registered:	Sankar Narayan
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 (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): The price specified in the terms of the derivative (if any):	Not applicable 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: If the director or senior manager is not a party to the derivative, the nature of the relevant interest	Not applicable
in the derivative:	Not applicable
Details of transactions giving rise to acquisition or disposal	$\mathbf{1}$
Total number of transactions to which notice relates:
Details of transactions requiring disclosure-
Date of transaction: Nature of transaction:	28 July 2017 Allocation of 6,213 RSUs
	under the AU Plan
Name of any other party or parties to the transaction (if known):	Not applicable
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 RSUs have been allocated pursuant to the AU Plan as part of the remuneration package of Sankar Narayan. No cash consideration is required to be paid for the RSUs to vest. The RSUs have been granted at an allocation price of NZ\$25.75 per RSU (being the 20 day volume weighted average market price of Ordinary Shares on the NZX Main Board through to 27 July 2017)
Number of financial products to which the transaction related: If the issuer has a financial products trading policy that prohibits directors or senior managers	1
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:	No

DocuSign Envelope ID: 4BC413AF-B35E-4350-8B89-8D238076FF10

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:	(a) Ordinary shares in Xero Limited (Ordinary Shares); (b) Options to acquire Ordinary Shares (Options)
Nature of relevant interest:	(a) Legal ownership of Ordinary Shares; (b) Holder of Options, each Option entitling the holder to subscribe for one Ordinary Share subject to the terms of the AU Plan
For that relevant interest.-
Number held in class:	(a) 39,544; (b) 291,000
Current registered holder(s):	(a) Sankar Narayan; (b) Sankar Narayan
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 (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,-	Not applicable
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:	DocuSigned by:
Date of signature:	01 August 2017

07:14:32 AEST