XERO LIMITED — Proxy Solicitation & Information Statement 2015

Jun 16, 2015

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LODGE YOUR PROXY

Online: vote.linkmarketservices. Deliver: Link Market Services, com/XRO Level 7, Zurich House, 21 Queen Street, Scan & email: meetings@ Auckland 1010, New Zealand linkmarketservices.co.nz Mail: Use the enclosed reply paid Fax: +64 9 375 5990 envelope or address to: Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand

Scan this QR code with your smartphone and vote online

General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR XERO LIMITED’S 2015 ANNUAL MEETING

The Annual Meeting of Xero Limited (Xero) will be held on Wednesday 22 July 2015, at 4pm (New Zealand time), at Visa Platinum Gallery, Te Papa, 55 Cable Street, Wellington, New Zealand. If you attend the Meeting, please bring this form to assist with your registration. If you do not propose to attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgment instructions above) to Xero’s share registry, Link Market Services, by no later than 4pm (New Zealand time), Monday 20 July 2015. You can appoint your proxy and vote on the resolutions on the reverse of this form online by going to vote.linkmarketservices.com/ XRO, or by scanning the QR code above with your smartphone.

Appointment of proxy

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 that Director or the full name and address of such other person (as applicable) in the space allocated next to “or failing that person” on the reverse of this form. If you do not appoint a proxy your Proxy Form will be invalid. Your proxy need not also be a shareholder.

Voting of your holding

Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business (resolutions 1 to 8). If you do not make an election in respect of a resolution, your instruction for that resolution will be to abstain and your vote will not be counted. If you make more than one election in respect of a resolution your vote will be invalid on that resolution.

Appointing the Chairman of the meeting or a director as your proxy If you expressly appoint the Chairman of the Meeting or any other Director as your proxy and elect to give them discretion on how to vote on a resolution, you acknowledge that they will exercise your vote in favour of resolutions 1 to 8, except that:

• (a) The Chairman of the Meeting, Chris Liddell, or Bill Veghte, or any associate (as defined in the ASX Listing Rules) or associated person (as defined in the NZX Main Board Listing Rules) of Chris or Bill, will not be able to vote any discretionary proxies either for or against resolution 5; and

• (b) Lee Hatton, as Director, or any associate (as defined in the ASX Listing Rules) or associated person (as defined in the NZX Main Board Listing Rules) of Lee, will not be able to vote any discretionary proxies either for or against resolution 6.

Attending the meeting

If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy. That person need not also be a shareholder.

Signing instructions for proxy forms

Individual

Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint holding

Where the holding is in more than one name, all of the joint shareholders must sign the Proxy Form.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder

In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder (if it has one).

GO ONLINE TO VOTE.LINKMARKETSERVICES.COM/XRO TO APPOINT AND GIVE DIRECTIONS TO YOUR PROXY OR TURN OVER TO COMPLETE THE FORM.

Xero Limited (XRO) NZ Company no. 1830488 ARBN 160 661 183

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder/s of Xero Limited hereby appoint:

The Chairman of the Meeting (tick)

or failing him/her

(name) of

(address)

as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, the proxy may vote as he/she sees fit, to the extent permitted by law and by the NZX Main Board Listing Rules and the ASX Listing Rules) at the Annual Meeting of Xero Limited to be held on Wednesday 22 July 2015, at 4pm (New Zealand time), at Visa Platinum Gallery, Te Papa, 55 Cable Street, Wellington, New Zealand and at any adjournment of that Meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.

Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority for that item. If no box is ticked for an item, your instruction will be to abstain and your vote will not be counted when calculating a majority for that item.

ORDINARY BUSINESS

To consider and, if thought fit, pass the following ordinary resolutions: For Against Abstain Discretion

1. That the Board is authorised to fix the remuneration of the auditor.

2. That Graham Smith, appointed by the Board as an additional Director on 25 February 2015, be elected as a Director of Xero Limited.

3. That Craig Elliott, retiring from office as a Director of Xero Limited by rotation, be re-elected as a Director of Xero Limited.

4. That Craig Winkler, retiring from office as a Director of Xero Limited by rotation, be re-elected as a Director of Xero Limited.

5. That the grant of options to subscribe for ordinary shares in Xero Limited to Chris Liddell and Bill Veghte, as remuneration for their roles as Directors of Xero Limited (equating to an annual value of NZ$220,000 and NZ$176,000 respectively), in or around February 2016, on the terms set out in the Explanatory Notes to the Notice of Meeting (i.e., on substantively the same terms as the grant of options to Chris and Bill in February 2015, which was approved at Xero’s 2014 Annual Meeting), be approved, and that the issue of ordinary shares in Xero Limited to Chris and Bill upon any exercise of those options, be approved.*

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1. That the issue of ordinary shares in Xero Limited to Lee Hatton in lieu of cash, as remuneration for her role as a Director of Xero Limited to a value of NZ$70,000 per annum on the terms set out in the Explanatory Notes to the Notice of Meeting, be approved.*

2. That the Xero Limited (USA) Equity Incentive Scheme be amended to allow for a total of 4.4m equity securities (whether options to subscribe for ordinary shares or restricted stock units or a combination of both) to be allocated pursuant to the U.S. Scheme (the U.S. Equity Scheme Cap), subject to the following resolution and any adjustments made in accordance with the U.S. Scheme’s provisions for certain changes in Xero Limited’s capitalisation.

3. That, in calculating the number of equity securities allocated for the purpose of the US Equity Scheme Cap (as defined in resolution 7), any equity securities that: (a) are allocated pursuant to the U.S. Scheme after the date of this resolution, and (b) up to 1,505,440 equity securities that were allocated pursuant to the U.S. Scheme prior to the date of this resolution; but that have, in each case, prior to exercise or vesting, as applicable, been forfeited or cancelled (including if forfeited or cancelled in connection with any tax withholding upon vesting of restricted stock units), are not to be counted in such calculation.

*Xero will disregard any votes cast by (a) Chris Liddell or Bill Veghte or any associate (as defined in the ASX Listing Rules) or associated person (as defined in the NZX Main Board Listing Rules) of Chris and Bill on resolution 5; and (b) any votes cast by Lee Hatton or any associate (as defined in the ASX Listing Rules) or associated person (as defined in the NZX Main Board Listing Rules) of Lee on resolution 6. However, Xero need not disregard a vote in accordance with the previous sentence if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the express directions (i.e., instructions to vote for or against the resolution) on the Proxy Form.

SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.

Security holder 1 Security holder 2 or duly authorised officer or attorney or duly authorised officer or attorney Contact Name Contact Daytime Telephone	Security holder 3 or duly authorised officer Date	Security holder 3 or duly authorised officer Date
			or attorney

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email address below.

Xero Limited (XRO) NZ Company no. 1830488 ARBN 160 661 183