RELINT: XRO: XRO - Director disclosure notice - Sam Morgan

16 Apr 2009 2:47 pm

XRO 16/04/2009 RELINT

REL: 1447 HRS Xero Limited

RELINT: XRO: XRO - Director disclosure notice - Sam Morgan

Ongoing Disclosure Notice Disclosure of Directors and Officers Relevant Interests Section 19T(2), Securities Markets Act 1988

A Details of director or officer Name of director or officer of public issuer: Sam Morgan Name of public issuer: Xero Limited Name of related body corporate (if applicable): Position held in public issuer: Director

B Securities in public issuer or any related body corporate in which director or officer has relevant interest Number, class, and type of securities: 1 2,911,117 (after the transaction described below)

C Nature of relevant interest and name of registered holder Nature of relevant interest in securities: 2 beneficial ownership of ordinary shares Name of registered holder of securities 3 Jasmine Investment Holdings Limited

D Details of acquisitions and disposals If the relevant interest was acquired-- Date of acquisition: 4 6-Apr-09 Consideration paid for acquisition: 5 1,000,000

If the relevant interest was disposed of-- Date of disposal: 6 Consideration paid for disposal: 7

Type of transaction Describe the arrangement pursuant to which, or the circumstances in which, the acquisition or disposal took place: 8 purchase of 1,111,111 ordinary shares in private placement by Xero Limited

E Total number of transactions this notice relates to: 9 1

F Date of last disclosure notice (whether in form 1 or form 2) by the director or officer: 10 Jun-07

G Signature Signature of director or office: Date of signature: or Signature of person authorised to sign on behalf of director or office:

Date of signature: Name and title of authorised person: End CA:00178716 For:XRO Type:RELINT Time:2009-04-16:14:47:41

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