XERO LIMITED — Director's Dealing 2017

Feb 2, 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:
Date this disclosure made:
Date of last disclosure:

Full name(s): Name of listed issuer: Name of related body corporate (if applicable): Position held in listed issuer:

Xero Limited (XRO)
3 February 2017
9 January 2017

Andrew (Andy) Lark
Xero Limited (XRO)
Not applicable
Ceased role as Chief Marketing and Revenue Officer on 31 December 2016

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

Class of affected quoted financial products:	Options to acquire ordinary shares in Xero Limited (Options)
Nature of the affected relevant interest(s):	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 (AU) (AU Plan)
For that relevant interest-
Number held in class before acquisition or disposal:	41.667
Number held in class after acquisition or disposal:	None
Current registered holder(s):	Andy Lark
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:	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:
Details of transactions requiring disclosure-

Date of transaction:

Nature of transaction:

Name of any other party or parties to the transaction (if known):

30 January 2017
Forfeiture of 41,667 Options held
by Andy Lark in connection with
Andy Lark's cessation of
employment with the Xero Limited
Group

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 uired or disposed of during a closed period:

l internet Televant interests were acquired or disposed of during a closed benou.
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):

$\overline{A}$
Xero Limited Group
cessation of employment with the
in connection with Andy Lark's
41,667 Options held by Andy Lark

Not applicable. Forfeiture of

Not applicable
Not applicable

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products:	Ordinary shares in Xero Limited (Ordinary Shares)
Nature of relevant interest:	Legal ownership of Ordinary Shares
For that relevant interest.-
Number held in class:	66,076
Current registered holder(s):	Andy Lark
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: