Notice of Allotment of Securities

10 July 2017 XERO LIMITED (XRO) NOTIFICATION OF ALLOTMENT OF SECURITIES For the purpose of Listing Rule 7.12.1 and 7.12.9 of the NZSX Listing Rules, Xero Limited advises the following securities have been issued: Class of Securities Ordinary shares in Xero Limited (Ordinary Shares) ISIN NZXROE0001S2 Number of securities issued 3,008 Ordinary Shares Issue price Ordinary Shares were issued upon exercise of options; the exercise price for the options was NZ$17.40 Payment in cash Yes (payment of exercise price, as set out above) Any amount paid up (if not in full) Fully paid Percentage of total class issued (excluding treasury stock) 0.002% (as a percentage of Ordinary Shares on issue after this issue, to 3 d.p.) Reasons for the issue Issue of Ordinary Shares upon exercise of vested options granted under the Xero Limited (USA) Equity Incentive Scheme (US Scheme) Specific authority for the issue Resolution of directors upon granting of options Terms or details of the issue Issue of Ordinary Shares upon exercise of vested options granted under the US Scheme Total number of securities of the class in existence after the issue (excluding treasury stock) 137,826,238 Ordinary Shares on issue 2,142,342 unlisted options (convertible into Ordinary Shares on a 1:1 basis, subject to the terms of the relevant option plan) outstanding, taking into account all forfeited options to date and the exercise of 3,008 options as set out in this notification of allotment Note that there are also 293,091 "Restricted Stock Units" or RSUs (being conditional contractual rights to be issued up to 293,091 Ordinary Shares) outstanding, taking into account all forfeited RSUs to date Date of issue 7 July 2017 Number of Securities Converted 3,008 options Number and Class of Securities into which they have been Converted 3,008 Ordinary Shares Details of any interest or dividend conditions attaching to Securities Converted, and allotted upon Conversion None Number of Securities of the same class that remain to be Converted 2,142,342 unlisted options (taking into account and all forfeited options to date, and the exercise of options as set out in this notification of allotment) Chaman Sidhu Company Secretary Email: companysecretary@xero.com End CA:00303824 For:XRO Type:SECISSUE Time:2017-07-10 14:11:25