XERO LIMITED — Director's Dealing 2019

May 27, 2019

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: Xero Limited (XRO)

ABN: 160 661 183

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	William (Bill) Lewis Veghte
Date of last notice	12 February 2019

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest		Direct & indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		Fully paid ordinary shares in Xero Limited (Ordinary Shares) held by National Financial Services LLC on behalf of Bean Brook Farm 2013 Annuity Trust. Bill Veghte is the trustee of the trust and beneficiaries of the trust are immediate family members
Date of change		22 May 2019
No. of securities held prior to change		Direct • 38,481 Ordinary Shares • 29,530 Options Indirect • 27,117 OrdinaryShares
Class		Ordinary Shares
Number acquired		2,164 Ordinary Shares

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number disposed		Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		Issue price of AU$56.20 per Ordinary Share, being the 20 day volume weighted average market price of Ordinary Shares on the Australian Securities Exchange through to 21 May 2019.
No. of securities held after change		Direct • 40,645 Ordinary Shares • 29,530 Options Indirect • 27,117 Ordinary Shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		Issue of Ordinary Shares to Bill Veghte, in lieu of cash, as remuneration for his role as a director of Xero Limited for the period from 14 November 2018 to the day before the date of issue

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above No traded during a[+] closed period where prior written clearance was required?

If so, was prior written clearance provided to allow the trade to N/A proceed during this period?

If prior written clearance was provided, on what date was this N/A provided?

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3