Appendix 3Y

Change of Director's Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: Xero Limited (XRO)

ABN: 160 661 183

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director

Lee Hatton

Date of last notice

14 November 2019

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant

interest.

Date of change

25 September 2020

No. of securities held prior to change

9,379 fully paid ordinary shares in Xero Limited

(Ordinary Shares)

Class

Ordinary Shares

Number acquired

Nil

Number disposed

4,000 Ordinary Shares

+ See chapter 19 for defined terms.

01/01/2011

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Appendix 3Y

Change of Director's Interest Notice

Value/Consideration

A$391,097.07 for 4,000 Ordinary

Note: If consideration is non-cash, provide details and estimated valuation

Shares (average sale price of A$97.77 per

Ordinary Share)

No. of securities held after change

5,378 Ordinary Shares

Nature of change

On-market trade

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract

Nature of interest

Name of registered holder (if issued securities)

Date of change

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Interest acquired

Interest disposed

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

Interest after change

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y

Change of Director's Interest Notice

Part 3 - +Closed period

Were the interests in the securities or contracts detailed above

No

traded during a +closed period where prior written clearance

was required?

If so, was prior written clearance provided to allow the trade to

N/A

proceed during this period?

If prior written clearance was provided, on what date was this

N/A

provided?

+ See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

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Xero Limited published this content on 28 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 September 2020 10:04:05 UTC