XERO LIMITED — Director's Dealing 2017

Apr 2, 2017

DocuSign Envelope ID: 0E4F5427-D4B0-4656-8744-91E315916B03

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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:		3 April 2017
Date of last disclosure:		3 February2017

Director or senior managergiving disclosure Full name(s): Name of listed issuer: Name of related body corporate (if applicable): Position held in listed issuer:
Full name(s):	Andrew(Andy)Lark
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 Marketing and Revenue Officer on 31 December 2016

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

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:		66,076
Number held in class after acquisition or disposal:		60,476
Current registered holder(s):		AndyLark
Registered holder(s) once transfers are registered:		Not known (on-market disposal)

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)	Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:		Not applicable
Class of underlyingfinancial 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 physicallysettled:		Not applicable
Maturitydate of the derivative(if any):		Not applicable
Expirydate of the derivative(if any):		Not applicable
Theprice 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: Details of transactions requiring disclosure- Date of transaction: Nature of transaction: Name of any other party or parties to the transaction (if known):

2

(i) On-market transaction on 22 March 2017 with settlement occurring on 24 March 2017; (ii) Numerous on-market transactions on 30 March 2017 with settlement occurring on 3 April 2017 (i) On-market disposal of 1,000 Ordinary Shares; (ii) On-market disposal of 4,600 Ordinary Shares Not known (on-market disposal)

DocuSign Envelope ID: 0E4F5427-D4B0-4656-8744-91E315916B03

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:

(i) 1,000 Ordinary Shares were disposed of at a price of AU$17.70; (ii) 4,600 Ordinary Shares were disposed of at an average price of AU$17.456087 per share (ranging from AU$17.42 to AU$17.50 per share) 1

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—

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—
		Yes, however the closed period is
		not applicable as Andy Lark
Whether relevant interests were acquired or disposed of during a closed period:		ceased employment as Chief
		Marketing and Revenue Officer on
		31 December 2016
Whether prior written clearance was provided to allow the acquisition or disposal to proceed during the closed period:		Not applicable (see above)
Date of the prior written clearance(if any):		Not applicable

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:

Not applicable Not applicable Not applicable 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:

3 April 2017