SSH: DIL: SSH (B. Henry and K. Borg Living Trust)

14 May 2010 12:58 pm

DIL 14/05/2010 SSH

REL: 1258 HRS Diligent Board Member Services INC (NS)

SSH: DIL: SSH (B. Henry and K. Borg Living Trust)

Disclosure of ceasing to have substantial holding Section 25, Securities Markets Act 1988

To: NZX And: Diligent Board Member Services, Inc (NA)

Date this disclosure made: May 14th 2010 Date last disclosure made: May 7th, 2010

Substantial security holder(s) giving disclosure Name(s): B. Henry and K. Borg Living Trust Contact details: Brian Henry and Kiri Borg Po Box 2035 East Hampton, NY 11937 +1 212 203 5669 or +64 21 999 080 brianphenry@mac.com

Date on which substantial security holder(s) ceased to have substantial holding: May 14th 2010

Summary of previous substantial holding to which disclosure relates

Class of listed voting securities: Ordinary DIL Shares - Diligent Board Member Services, Inc (NA) Ordinary Shares, issued by the NZX.

Summary for: B. Henry and K. Borg Living Trust For last disclosure,-- (a) total number held in class: 4,927,096 (b) total in class: 90,440,000 (c) total percentage held in class: 5.44%

For current holding after ceasing to have substantial holding: (a) total number held in class: 1,070,000 (b) total in class: 90,440,000 (c) total percentage held in class: 1.18%

Details of transactions and events giving rise to person ceasing to have substantial holding

Details of the transactions or other events requiring disclosure under the instructions to this form: to more succinctly and accurately reflect beneficial ownership, as well as for estate planning purposes, The B. Henry and K. Borg Living Trust (Living Trust) has disbursed 3,423,682 of the remaining 4,493,682 Ordinary DIL Shares held by the Living Trust as follows: ??From the balance (now: 4,493,682 Ordinary DIL Shares) now held by the Living Trust, previously reported as 4,927,096 Ordinary DIL Shares held, the Living Trust has disbursed 3,423,682 Ordinary DIL Shares as follows - to Brian Henry: 1,500,000 Ordinary DIL Shares, and to Kiri Borg: 1,923,682 Ordinary DIL Shares. The balance, 1,070,000 Ordinary DIL Shares, remain in the Living Trust. The ownership of DIL shares held outside the Living Trust, making up the balance of those previously reported: 433,414 Ordinary DIL Shares, and remain unchanged - Grand Children's Trust: 366,747 Ordinary DIL Shares, and Clifton Trust: 66,667 Ordinary DIL Shares. As a result of the Living Trust's disbursement of DIL Ordinary Shares, neither Brian Henry nor Kiri Borg will hold 5% in Diligent - including, taking into account, any beneficial ownership in DIL shares remaining in the Living Trust, the Grand Children's Trust and/or the Clifton Trust. The disbursement of DIL Ordinary Shares by the Living Trust prompts this disclosure as individually, The B. Henry and K. Borg Living Trust, Brian Henry and Kiri Borg cease to have a Substantial Holding in Diligent.

Additional information Nature of connection between substantial security holders: Brian Henry and Kiri Borg are married, are both Founders of Diligent, and are past employees of Diligent. They are potential Beneficiaries of the DIL Ordinary Shares remaining in The B. Henry and K. Borg Living Trust.

Address(es) of substantial security holder(s): Brian Henry and Kiri Borg USA: Po Box 2035 East Hampton, New York 11937, USA. New Zealand: 61 Clifton Terrace, Christchurch 8081, New Zealand. Contact E-mail: brianphenry@mac.com Name of any other person believed to have given, or believed to be required to give, a disclosure under the Act in relation to the securities to which this disclosure relates: Brian Henry and Kiri Borg.

Declaration I, Brian Henry, declare 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:00194908 For:DIL Type:SSH Time:2010-05-14:12:58:52

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