Annual Meeting Proxy Form Admission Card - Xero printable pdf download

[BARCODE]

[PERSONALISED ADDRESS/SHAREHOLDER NUMBER]

Xero 2013 Annual Meeting Proxy Form/Admission Card

The Annual Meeting of Xero Limited will be held on Thursday 1 August 2013 at 4.00pm (NZ time) at Soundings Theatre, Museum of New Zealand

(Te Papa), 55 Cable Street, Wellington, NZ (the “Annual Meeting”).

If you attend the Annual Meeting, please bring this Proxy Form / Admission Card to the meeting, as the barcode is required for registration.

Proxy Form – for use if you are unable to attend the meeting

If you do not propose to attend the Annual Meeting but wish to be represented by proxy, complete and sign this Proxy Form and Voting Instructions

section by ticking one box for each resolution and deliver to Xero Limited’s share registry, Link Market Services, no later than 4.00pm (NZ time) on

Tuesday 30 July 2013 as set out on the reverse of this form.

Vote Online

You can appoint your proxy and vote on the resolutions below online. To vote online please follow the instructions on the reverse of this proxy form.

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 the Director or other person (as applicable) in the space allocated next to “or failing that person” below.

I/We being a shareholder(s) of Xero Limited

Hereby appoint

The Chairman of the Meeting

Or failing that person

(full name of proxy)

(full address)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Xero Limited to be held at Soundings Theatre, Museum of New Zealand

(Te Papa), 55 Cable Street, Wellington, NZ on Thursday, 1 August 2013 at 4.00pm (NZ time) and at any adjournment thereof.

Voting instructions for proxy – resolutions

Complete this part if you have appointed a proxy above. For each resolution you must tick one box. If no box is ticked in relation to the resolution,

that resolution will be treated as abstained.

To consider and, if thought fit, to pass the following ordinary resolutions:

Tick (√) in box to vote

For

Against

Abstain

Discretion

1. That Craig Elliott, appointed by the Board as an additional Director on 20

September 2012, is elected as a Director of Xero Limited.

2. That Craig Winkler, retiring from office as Director of Xero Limited by rotation,

is re-elected as a Director of Xero Limited.

3. That Sam Knowles, retiring from office as Director of Xero Limited by rotation,

is re-elected as a Director of Xero Limited.

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

If you tick the "discretion" box for a particular resolution, you are directing your proxy to decide how to vote on your behalf on that resolution. The

Chairman and any Director appointed as a proxy intend to vote all discretionary proxies in favour of the relevant resolution. If you tick the "abstain"

box for a particular resolution, you are directing your proxy NOT to vote on that resolution. If a proxy does not vote on your behalf on a resolution,

your votes will not be counted when calculating a majority for that resolution.

Signature/(s) of Shareholder(s):

Signed this _________ day of __________________________________ 2013

Contact name: _______________________________ Daytime contact telephone: ________________________