Xero : Appendix 3Y - Susan Peterson

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	Susan Ruth Peterson
Date of last notice	7 August 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	14 September 2020
No. of securities held prior to change	2,630 fully paid ordinary shares in Xero
	Limited (Ordinary Shares)
Class	Ordinary Shares
Number acquired	710 Ordinary Shares
Number disposed	Nil
Value/Consideration	A$63,786.40 for 710 Ordinary Shares
Note: If consideration is non-cash, provide details and estimated	(average purchase price of A$89.84 per
valuation
	Ordinary Share)
No. of securities held after change	3,340 Ordinary Shares

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director's Interest Notice

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

Part 3 - +Closed period

Were the interests in the securities or contracts detailed No above traded during a +closed period where prior written clearance was required?

If so, was prior written clearance provided to allow the trade N/A to proceed during this period?

If prior written clearance was provided, on what date was this N/A provided?

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011