XERO LIMITED — Proxy Solicitation & Information Statement 2013

Jun 24, 2013

[PERSONALISED ADDRESS/SHAREHOLDER NUMBER]

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Xero 2013 Annual Meeting Proxy Form/Admission Card

The Annual Meeting of Xero Limited will be held on Thursday 1 August 2013 at 4.00pm (NZ time) at Soundings Theatre, Museum of New Zealand (Te Papa), 55 Cable Street, Wellington, NZ (the “Annual Meeting”).

If you attend the Annual Meeting, please bring this Proxy Form / Admission Card to the meeting, as the barcode is required for registration.

Proxy Form – for use if you are unable to attend the meeting

If you do not propose to attend the Annual Meeting but wish to be represented by proxy, complete and sign this Proxy Form and Voting Instructions section by ticking one box for each resolution and deliver to Xero Limited’s share registry, Link Market Services, no later than 4.00pm (NZ time) on Tuesday 30 July 2013 as set out on the reverse of this form.

Vote Online

You can appoint your proxy and vote on the resolutions below online. To vote online please follow the instructions on the reverse of this proxy form. The Chairman of the Meeting or any Director is willing to act as proxy for any shareholder who wishes to appoint him/her. To appoint the Chairman of the Meeting as your proxy simply tick the box allocated next to “The Chairman of the Meeting”, or to appoint a Director or another person as your proxy write the full name of the Director or other person (as applicable) in the space allocated next to “or failing that person” below.

I/We being a shareholder(s) of Xero Limited Hereby appoint The Chairman of the Meeting Or failing that person (full name of proxy)
	(full address)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Xero Limited to be held at Soundings Theatre, Museum of New Zealand (Te Papa), 55 Cable Street, Wellington, NZ on Thursday, 1 August 2013 at 4.00pm (NZ time) and at any adjournment thereof.

Voting instructions for proxy – resolutions

Complete this part if you have appointed a proxy above. For each resolution you must tick one box. If no box is ticked in relation to the resolution, that resolution will be treated as abstained.

To	consider and, if thought fit, to pass the following ordinary resolutions:		Tick (√) in box to vote	Tick (√) in box to vote
	For		Against	Abstain	Discretion
1.	That Craig Elliott, appointed by the Board as an additional Director on 20
	September 2012, is elected as a Director of Xero Limited.
2.	That Craig Winkler, retiring from office as Director of Xero Limited by rotation,
	is re-elected as a Director of Xero Limited.
3.	That Sam Knowles, retiring from office as Director of Xero Limited by rotation,
	is re-elected as a Director of Xero Limited.
4.	That the Board is authorised to fix the remuneration of the auditor.

If you tick the "discretion" box for a particular resolution, you are directing your proxy to decide how to vote on your behalf on that resolution. The Chairman and any Director appointed as a proxy intend to vote all discretionary proxies in favour of the relevant resolution. If you tick the "abstain" box for a particular resolution, you are directing your proxy NOT to vote on that resolution. If a proxy does not vote on your behalf on a resolution, your votes will not be counted when calculating a majority for that resolution.

Signature/(s) of Shareholder(s):

Signed this ___ day of __________ 2013

Contact name: ____ Daytime contact telephone: ___

Notes

For this Proxy Form to be valid, you must produce it to the Company by voting online, or by delivering by hand, posting, faxing or emailing it intact to be received by Link Market Services Limited no later than 4.00pm (NZ time), Tuesday 30 July 2013, as per the instructions below.

If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney and a signed certificate of non-revocation of the power of attorney must be produced with this Proxy Form.

A shareholder entitled to attend and vote at the Annual Meeting is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be a shareholder.

If you return this Proxy Form without directing the proxy how to vote (whether for, against, or at the proxy’s discretion) on any particular matter, then your instruction will be to abstain. If you return this form without appointing a proxy your Proxy Form will be invalid.

If you wish, you may appoint the Chairman of the Meeting or any Director as your proxy. Please tick the box next to “Chairman of the Meeting” when you appoint your proxy or write the full name of the Director or another person (as applicable) in the space allocated next to “or failing that person” on the form. The Chairman of the Meeting or any Director appointed as proxy will vote according to your instructions. The Chairman and the Directors intend to vote all discretionary proxies in favour of the relevant resolution.

If you intend to attend the Annual Meeting and vote please bring this form intact to the meeting as your admission card. You will receive your voting paper on registration at the Annual Meeting.

If you have any questions regarding your voting please contact Link Market Services by email at meetings@linkmarketservices.co.nz, or call the Investor Helpline on +64 9 375 5998 between 8.30am and 5.00pm, New Zealand Standard Time.

Please return your completed Proxy Form to Link Market Services Limited, in one of the following ways:

Vote Online

To appoint your proxy and vote online please go the Link Market Services website:

Holders on the New Zealand register: https://investorcentre.linkmarketservices.co.nz/voting/XRO.aspx , and follow the prompts. You will be required to enter your CSN/Holder Number and FIN to vote.

Holders on the Australian register: https://investorcentre.linkmarketservices.com.au/voting/XRO.aspx , and follow the prompts. You will be required to enter your SRN or HIN and postcode.

Mail

New Zealand

If mailing Proxy Form from within New Zealand, please use the reply-paid envelope provided.

Outside New Zealand

Place in envelope and affix the postage from the country of mailing and address to: Link Market Services, PO Box 91976, Victoria Street West, Auckland, 1142, New Zealand

Deliver by hand

Link Market Services Limited, Level 16, Brookfields House, 19 Victoria Street, Auckland, New Zealand

Fax

• 64 9 375 5990

Scan & email

meetings@linkmarketservices.co.nz

Please put the words “Xero Proxy Form” in the subject line for easy identification.