SPH Notice – Trustees of the Rodanna Ventures Trust

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both Sections 277 and 278, Financial Markets Conduct Act 2013 To NZX Limited and To Xero Limited Relevant event being disclosed: Change in nature of relevant interest and movement of 1% or more in substantial holding Date of relevant event: 17 November 2017 Date this disclosure made: 17 November 2017 Date last disclosure made: 26 November 2015 Substantial product holder(s) giving disclosure Full name(s): Anna Margaret Clare Drury, Rodney Kenneth Drury and Scott Moran as trustees of the Rodanna Ventures Trust Summary of substantial holding Class of quoted voting products: Fully paid ordinary shares in Xero Limited (Xero) Summary for Anna Margaret Clare Drury, Rodney Kenneth Drury and Scott Moran as trustees of the Rodanna Ventures Trust For this disclosure,-- (a) total number held in class: 17,719,779 (b) total in class: 138,415,220 (c) total percentage held in class: 12.802% For last disclosure,-- (a) total number held in class: 20,719,779 (b) total in class: 136,626,860 (c) total percentage held in class: 15.165% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: 1. On 17 November 2017 Anna Margaret Clare Drury, Rodney Kenneth Drury and Scott Moran as trustees of the Rodanna Ventures Trust entered into a transfer of 3,000,000 ordinary shares in Xero shares to HSBC Nominees (New Zealand) as custodian of those shares, being a change in relevant interest but not beneficial ownership; 2. On 17 November 2017 HSBC Nominees (New Zealand) Limited as custodian for Anna Margaret Clare Drury, Rodney Kenneth Drury and Scott Moran as trustees of the Rodanna Ventures Trust sold 3,000,000 shares for the price of $31.50 per share for a total consideration of $94,500,000 with settlement occurring on 17 November 2017 by way of a book build executed on market. Details after relevant event Details for Rodney Kenneth Drury, Anna Margaret Clare Drury and Scott Moran as trustees of the Rodanna Ventures Trust Nature of relevant interest(s): registered holder of financial products For that relevant interest,-- (a) total number held in class: 17,719,779 (c) total percentage held in class: 12.802% (d) registered holder(s) once transfers are registered: Anna Margaret Clare Drury, Rodney Kenneth Drury and Scott Moran For a derivative relevant interest, also-- (a) type of derivative: N/A (b) details of derivative: N/A (c) parties to the derivative: N/A (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: N/A Additional information Address(es) of substantial product holder(s): Level 1, 50-64 Customhouse Quay, Wellington, 6011, New Zealand Contact details: Scott Moran (04) 499 3280, scott.moran@duncancotterill.com Nature of connection between substantial product holders: Trustees of Rodanna Ventures Trust Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: None Disclosure has effect for purposes of directors' and senior managers' disclosure Rodney Kenneth Drury is also a director of Xero. This disclosure also constitutes disclosure for the purposes of the directors' and senior managers' disclosure obligations. Certification I, Scott Moran, certify 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. End CA:00310592 For:XRO Type:SHINTR Time:2017-11-20 08:30:47