XERO LIMITED — Director's Dealing 2020

Dec 3, 2020

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	Andrew Craig Winkler (Craig Winkler)
Date of last notice	7 September 2020

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	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Ordinary shares in Xero Limited (Ordinary Shares) held by Givia Pty Limited, the trustee of an Australia charitable trust. Craig Winkler is a director of Givia Pty Limited; he and his family members are not beneficiaries of the trust
Date of change	(i) 30 November 2020 (ii) 2 December 2020
No. of securities held prior to change	8,254,545
Class	Ordinary Shares
Number acquired	Nil
Number disposed	(i) 1,000,000 (ii) 600,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(i) A$132,971,400.00 for 1,000,000 Ordinary Shares (average sale price of A$132.97 per Ordinary Share)

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	(ii) A$79,800,000 for 600,000 Ordinary Shares (average sale price of A$133.00 per Ordinary Share)
No. of securities held after change	6,654,545 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	Off-market trade

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

Part 3 – + Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A

• See chapter 19 for defined terms.

01/01/2011

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Appendix 3Y Change of Director’s Interest Notice

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

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3