XERO LIMITED — Major Shareholding Notification 2012

Dec 19, 2012

Disclosure of ceasing to have a substantial holding

Sections 25, Securities Markets Act 1988

Relevant event being disclosed: Ceasing to have a substantial holding

Date of relevant event: 20 December 2012 To: NZX Limited [And: Xero Limited] Date this disclosure made: 20 December 2012 Date last disclosure made: 2 February 2012 Substantial security holder(s) giving disclosure

Name(s): Jasmine Investment Holdings Limited Contact details: L12 Forsyth Barr House, 45 Johnston St, Wellington Contact name for queries: Ann Vansverry Telephone number: 021 899 219 Email: ann@redstars.co.nz

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Fully paid ordinary shares in Xero Summary for Jasmine Investment Holdings Limited

For this disclosure,—

(a) total number held in class: 5,122,609 (b) total in class: 117,188,024 (c) total percentage held in class: 4.37% For last disclosure,— (a) total number held in class: 6,108,609 (b) total in class: 99,833,865 (c) total percentage held in class: 6.12%

Details of transactions and events giving rise to relevant event

On 20 December 2012, off market sale of 1,000,000 shares at $7.40 each, for a total consideration of $7,400,000.00

Details of relevant interests in current holding after ceasing to have a substantial holding after relevant event

Nature of relevant interest(s):

For that relevant interest,—

(a) number held in class: 5,122,609 (b) percentage held in class: 4.37%

• (c) current registered holder(s) of securities: Jasmine Investment Holdings Limited

• (d) registered holder(s) of securities once transfers registered: Not Applicable

Additional information

Nature of connection between substantial security holders: Not Applicable

Address(es) of substantial security holder(s): L12 Forsyth Barr House, 45 Johnston St, Wellington

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Securities Markets Act 1988 in relation to the securities to which this disclosure relates: Not Applicable

Declaration

I, Nina Gené, declare 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.

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_______ Nina Gené Investment Manager Jasmine Investment Holdings Limited