XERO LIMITED — Director's Dealing 2017

Apr 4, 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:	5 April 2017
Date of last disclosure:	5 August 2016
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:

2 April 2017
5 August 2016

Tony Stewart
Xero Limited (XRO)
Not applicable
Chief Data Officer

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:	Ordinary Sha (Ordinary Sh
Nature of the affected relevant interest(s):	(a) Legal own Shares; (b) B Ordinary Sha Limited Emple Plan (the Plar
For that relevant interest-
Number held in class before acquisition or disposal:	(a) $465$ ; (b) $46$
Number held in class after acquisition or disposal:	(a) $15,963$ ; (b)
Current registered holder(s):	(a) Tony Stew Limited
Registered holder(s) once transfers are registered:	(a) Tony Stew Limited

res in Xero Limited ares) nership of Ordinary eneficial ownership of res through the Xero oyee Restricted Share n) $,032$ 30,534 wart; (b) Xero Trustee vart; (b) Xero Trustee

Stewart). The legal ownership for

1

such Ordinary Shares has now been transferred to Tony Stewart

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):	Not applicable
The price specified in the terms of the derivative (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,-
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

Details of transactions giving rise to acquisition of disposal
Total number of transactions to which notice relates:
Details of transactions requiring disclosure-
Date of transaction (s):	31 March 2017
Nature of transaction (s):	Vesting of Ordinary Shares under the Plan
Name of any other party or parties to the transaction (if known):	Transfer of legal ownership of Ordinary Shares from Xero Trustee Limited to Tony Stewart
The consideration, expressed in New Zealand dollars, paid or received for the acquisition or Idisposal. If the consideration was not in cash and cannot be readily by converted into a cash	15,498 Ordinary Shares were granted in accordance with the Plan (as part of the remuneration package of Tony

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:

DocuSign Envelope ID: 66994E5F-0A0F-42C5-8F98-AFCC329DE3D3

Whether relevant interests were acquired or disposed of during a closed period:	Yes
Whether prior written clearance was provided to allow the acquisition or disposal to proceed during the closed period:	Not applicable. Transfer in accordance with the rules of the Plan
Date of the prior written clearance (if any):	Not applicable
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:	Options to acquire Ordinary Shares (Options)
Nature of relevant interest:	Holder of Options, each Option entitling the holder to subscribe for one Ordinary Share subject to the terms of the Xero Limited Restricted Stock Unit and Option Plan (NZ)
For that relevant interest.-
Number held in class:	70,000
Current registered holder(s):	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 (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.-
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:

Date of signature: