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

Xero Limited (XRO)
5 April 2017
5 August 2016

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:	Chief Product and Platform Officer

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

Class of affected quoted financial products:	Ordinary shares in Xe Limited (Ordinary Sha
Nature of the affected relevant interest(s):	(a) Legal ownership of Ordinary Shares; (b) E ownership of Ordinary through the Xero Limit Employee Restricted Plan (the Plan)
For that relevant interest-
Number held in class before acquisition or disposal:	$(a)$ 42,459; (b) 42,752
Number held in class after acquisition or disposal:	$(a) 79.176$ ; (b) 6.035
Current registered holder(s):	(a) Duncan Ritchie; (b Trustee Limited
Registered holder(s) once transfers are registered:	(a) Duncan Ritchie; (b Trustee Limited

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 or disposal

Total number of transactions to which notice relates:

Ordinary shares in Xero
Limited (Ordinary Shares)
(a) Legal ownership of Ordinary Shares; (b) Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan (the Plan)
(a) 42,459; (b) 42,752
(a) 79,176; (b) 6,035
(a) Duncan Ritchie; (b) Xero Trustee Limited
(a) Duncan Ritchie; (b) Xero Trustee Limited

$\overline{1}$

Details of transactions requiring disclosure-

Nature of transaction:

Date 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

31 March 2017

Vesting of Ordinary Shares under the Plan

Transfer of legal ownership of Ordinary Shares from Xero Trustee Limited to Duncan Ritchie

36,717 Ordinary Shares were granted in accordance with the Plan (as part of the remuneration package of Duncan Ritchie). The legal ownership for such Ordinary Shares has now been transferred to Duncan Ritchie

Yes

$\overline{1}$

Not applicable. Transfer in accordance with the rules of the Plan

Not applicable

Options to acquire Ordinary Shares (Options)

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)

135,000 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 Kitchie CFF3865064DA413
04 April 2017 15:13:56 PDT