XERO LIMITED — Director's Dealing 2017

Feb 28, 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:	March 2017
Date of last disclosure:	23 February 2017

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:

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:	21,491
Number held in class after acquisition or disposal:	None
Current registered holder(s):	Christopher Pell Liddell
Registered holder(s) once transfers are registered:	Not applicable

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-

Christopher Pell Liddell
Xero Limited (XRO)
Not applicable
Ceased role as Director on 20 January 2017

Legal ownership of Ordinary Shares
21,491
None
Christopher Pell Liddell
Not applicable

Not applicable
Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Not applicable

$\overline{1}$

Not applicable Not applicable

,
Nature of transaction:	On-market disposal of 21,491 Ordinary Shares
Name of any other party or parties to the transaction (if known):	Not known (on-market disposal)
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:	21,491 Ordinary Shares were disposed of at an average price of AU\$17.5543 per share (ranging from AU\$17.34 to AU\$17.73 per share)
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:	Not applicable
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:

Nature of relevant interest:

For that relevant interest,-

Number held in class:

Date of transaction

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:

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: Chris liddell 1528A50DF14B5.
	28 February 2017 09:06:48 PST

ot applicable
ot applicable
ot applicable

Numerous on-market transactions on 23 February 2017 with settlement occurring on 27 February

2017

Not applicable
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