XERO LIMITED — Director's Dealing 2017

Jan 8, 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:	January 2017
Date of last disclosure:	29 November 2016
Director or senior manager giving disclosure
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

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 conditional contractual right to be issued Ordinary Shares (RSUs); (c) Options to acquire
Nature of the affected relevant interest(s):	Ordinary Shares (Options) (a)(i) Legal ownership of Ordinary Shares and (ii) Beneficial ownership of Ordinary Shares through the Xero Limited Employee Restricted Share Plan (Share Plan); (b) Holder of RSUs. subject to the terms of the Xero Limited Restricted Stock Unit and Option Plan (AU) (AU Plan); (c) Holder of Options, each Option entitling the holder to subscribe for one Ordinary Share, subject to the terms of the AU Plan
For that relevant interest-
Number held in class before acquisition or disposal:	(a)(i) 30,000 and (ii) 8,479; (b) 36,750; (c)160,000
Number held in class after acquisition or disposal:	(a)(i) 66,076 and (ii) None; (b) None; (c) 41,667
Current registered holder(s):	(a)(i) Andy Lark and (ii) Xero Trustee Limited; (b) Andy Lark (c) Andy Lark
Registered holder(s) once transfers are registered:	(a)(i) Andy Lark and (ii) N/A; (b) N/A; (c) Andy Lark

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:

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
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 of transaction:	6 January 2017
	(a)(i) Issue of 33,250 Ordinary Shares upon vesting of RSUs allocated under the AU Plan and transfer of legal ownership of 2,826 Ordinary Shares from Xero Trustee Limited to Andy Lark which were granted in accordance with the Share Plan as part of the remuneration package of Andy Lark and (ii) Forfeiture of remaining 5,653 Ordinary Shares
Nature of transaction:	held by Xero Trustee Limited on behalf of Andy Lark in connection with Andy Lark's cessation of employment with the Xero Limited Group; (b) Forfeiture of remaining 3,500 RSUs held by Andy Lark in connection with Andy Lark's cessation of employment with the Xero Limited Group; (c) Forfeiture of 118,333 Options held by Andy Lark in connection with Andy Lark's cessation of employment with the Xero Limited Group

DocuSign Envelope ID: 2FB668F6-E958-473C-9EA8-1882697EA520

Name of any other party or parties to the transaction (if known):	(a)(i) Not applicable and (ii) Transfer of legal ownership of Ordinary Shares from Xero Trustee Limited to Andy Lark; (b) Not applicable; (c) Not applicable
	(a)(i) 33,250 Ordinary Shares were issued upon vesting of 33,250 RSUs granted under the AU Plan as part of the remuneration package of Andy Lark. No cash consideration was
	required to be paid for the RSUs to vest. 2,826 Ordinary Shares
	were granted in accordance with the Share Plan as part of the remuneration package of Andy Lark. The legal ownership for such Ordinary Shares has now been
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:	transferred to Andy Lark and (ii) N/A. Forfeiture of 5,653 Ordinary Shares held by Xero Trustee Limited on behalf of Andy Lark in connection with Andy Lark's
	cessation of employment with the Xero Limited Group; (b) N/A. Forfeiture of 3,500 RSUs held by Andy Lark in connection with Andy
	Lark's cessation of employment with the Xero Limited Group; (c) N/A. Forfeiture of 118,333 Options held by Andy Lark in connection with Andy Lark's cessation of employment with the Xero Limited
	Group
Number of financial products to which the transaction related:	3
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:	No
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:	Not applicable
Nature of relevant interest:	Not applicable
For that relevant interest.-
Number held in class:	Not applicable
Current registered holder(s):	Not applicable
For a derivative relevant interest,-	Not applicable
Type of derivative: Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying financial products $(f \text{ any})$ :	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

Signature of director or officer:

Date of signature:

Docusigned by:
andrew lark CCFB14642EE546B.
1/9/2017 | 14:02:13 NZDT