RELINT: XRO: D& O Disclosure - G.Shaw

2 Jun 2009 8:33 am

XRO 02/06/2009 RELINT

REL: 0833 HRS Xero Limited

RELINT: XRO: D& O Disclosure - G.Shaw

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: Graham Shaw 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 1,330,555 (after transaction described below)

C Nature of relevant interest and name of registered holder Nature of relevant interest in securities: 2 Legal interest in ordinary shares Name of registered holder of securities 3 Graham John Shaw and Delwyn Joy Shaw

D Details of acquisitions and disposals If the relevant interest was acquired-- Date of acquisition: 4 25/05/2009 Consideration paid for acquisition: 5 $5,000

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 5,555 ordinary shares in Xero share purchase plan

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 13-Apr-09

G Signature Signature of director or office: Date of signature: 28/05/2009 or End CA:00180552 For:XRO Type:RELINT Time:2009-06-02:08:33:32

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