XERO LIMITED — Director's Dealing 2017

Jun 7, 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:	8 June 2017
Date of last disclosure:	5 April 2017

Director or senior manager giving disclosure

Full name(s):	Duncan Ritchie
Name of listed issuer:	Xero Limited (XRO)
Name of related body corporate (if applicable):	Not applicable
Position held in listed issuer:	Ceased role as Chief Product and Platform Officer on 28 May 12017

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 ownership of Ordinary Shares
For that relevant interest-
Number held in class before acquisition or disposal:	79.176
Number held in class after acquisition or disposal:	63.176
Current registered holder(s):	Duncan Ritchie
Registered holder(s) once transfers are registered:	Not-known (on-market disposal)

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

Numerous on-market transactions

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):

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):

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's specified terms (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 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

Transactions took place on: (i) 1 June 2017 with settlement occurring on 6 June 2017; (ii) 2 June 2017 with settlement occurring on 7 June 2017 On-market disposal of 16,000 Ordinary Shares

Non-known (on-market

disposal) (i)15,606 Ordinary Shares were disposed of at an average price of NZ\$25.1118 per share (ranging from NZ\$25.05 to NZ\$25.16); (ii) 394 Ordinary Shares were disposed of at NZ\$25.1500 per share

Not applicable

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 I imited Restricted Stock Unit and Option Plan (NZ)

(a) 6,035; (b) 135,000 (a) Xero Trustee Limited; (b) Duncan Ritchie

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
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.

Signature of director or officer:

Date of signature:

-DocuSigned by: Duncan Ritchie CFF3865064DA413. 06 June 2017 | 22:32:44 PDT