XERO LIMITED — Director's Dealing 2017

Feb 22, 2017

DocuSign Envelope ID: AF60E55C-423E-40FD-B993-38961E749E68

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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:		23 February2017
Date of last disclosure:		17 February2017
Director or senior managergiving disclosure
Full name(s):		Christopher Pell Liddell (Chris Liddell)
Name of listed issuer:		Xero Limited(XRO)
Name of related body corporate (if applicable):		Not applicable
Position held in listed issuer:		Ceased role as Director on 20 January 2017
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:		(a) Ordinary shares in Xero Limited (Ordinary Shares); (b) Unlisted options to subscribe for Ordinary Shares (Options)
Nature of the affected relevant interest(s):		(a) Legal ownership of Ordinary Shares; (b) Holder of Options to subscribe for Ordinary Shares (each Option entitling the holder to subscribe for one Ordinary Share subject to the terms of the Xero Limited (USA) Equity Incentive Scheme) (US Plan)
For that relevant interest-
Number held in class before acquisition or disposal:		(a) None; (b) 147,556
Number held in class after acquisition or disposal:		(a) 21,491; (b) None
Current registered holder(s):		(a) Not applicable; (b) Chris Liddell
Registered holder(s) once transfers are registered:		(a) Chris Liddell; (b) Not 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:		5
Details of transactions requiring disclosure-
Date oftransaction:		Transactions took place on: (i) 17 February 2017; (ii) 17 February 2017; (iii) Numerous on-market transactions on 20 February 2017 with settlement occurring on 22 February 2017; (iv) Numerous on- market transactions on 21 February 2017 with settlement occurring on 23 February 2017; (v) Numerous on-market transactions on 22 February 2017 with settlement occurring on 24 February 2017

DocuSign Envelope ID: AF60E55C-423E-40FD-B993-38961E749E68

Nature oftransaction:		(i) 33,746 Ordinary Shares were issued to Chris Liddell upon exercise of Options by Chris Liddell granted under the US Plan; (ii) Forfeiture of remaining 113,810 Options held by Chris Liddell in connection with Chris Liddell's cessation of his role as Director of Xero Limited; (iii) On-market disposal of 1,134 Ordinary Shares; (iv) On-market disposal of 5,390 Ordinary Shares; (v) On- market disposal of 5,731 OrdinaryShares	(i) 33,746 Ordinary Shares were issued to Chris Liddell upon exercise of Options by Chris Liddell granted under the US Plan; (ii) Forfeiture of remaining 113,810 Options held by Chris Liddell in connection with Chris Liddell's cessation of his role as Director of Xero Limited; (iii) On-market disposal of 1,134 Ordinary Shares; (iv) On-market disposal of 5,390 Ordinary Shares; (v) On- market disposal of 5,731 OrdinaryShares
Name ofany otherparty orparties to the transaction(if known):		(i) Not applicable; (ii) Not applicable; (iii) Not known (on- market disposal); (iv) Not known (on-market disposal); (v) 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:		(i) NZ$542,937.88 for the exercise of 21,442 Options at an exercise price of NZ$16.14 per Option and 12,304 Options at an exercise price of NZ$16.00 per Option; (ii) N/A. Forfeiture of 113,810 Options held by Chris Liddell in connection with Chris Liddell's cessation of his role as Director of Xero Limited; (iii) 1,134 Ordinary Shares were disposed of at an average price of AU$17.8361 per share (ranging from AU$17.75 to AU$17.85 per share); (iv) 5,390 Ordinary Shares were disposed of at an average price of AU$17.5526 per share (ranging from AU$17.50 to AU$17.70 per share); (v) 5,731 Ordinary Shares were disposed of at an average price of AU$17.5243 per share (ranging from AU$17.48 to AU$17.62 per share)
Numberof financialproducts towhichthe transaction related:		2
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 relevantinterestswere acquired ordisposed ofduring a closed period:		Not applicable
Whether prior written clearance was provided to allow the acquisition or disposal to proceed duringthe closedperiod:		Not applicable
Date of the prior written clearance(if any):		Not applicable
Summary of other relevant interests after acquisition or disposal: Class ofquotedfinancialproducts: Nature of relevant interest: For that relevant interest,- Number held in class: Currentregisteredholder(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):		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:		23 February 2017 (NZT)
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:		23 February 2017 (NZT)