RELINT: XRO: D&O Disclosure - A.Grigg

2 Jun 2009 8:33 am

XRO 02/06/2009 RELINT

REL: 0833 HRS Xero Limited

RELINT: XRO: D&O Disclosure - A.Grigg

Ongoing Disclosure Notice Section 19T(2), Securities Markets Act 1988

A Details of director or officer Name of director or officer of public issuer: Alastair Grigg Name of public issuer: Xero Limited Name of related body corporate (if applicable): Position held in public issuer: Chief Operating Officer

B Securities in public issuer or related body corporate to which this disclosure relates Number, class, and type of securities: 1,660,566 ordinary shares after the transaction

C Nature of relevant interest and name of registered holder Nature of relevant interest in securities: (a) Beneficial ownership of 1,600,011 ordinary shares through family trust (b) legal ownership of 33,055 ordinary shares (c) beneficial ownership of 27,500 ordinary shares through the Xero Restricted Share Plan. Name of registered holder of securities: (a) Anna Grigg, Alastair Grigg and Claymore Trustees Limited (b) Alastair Grigg (c) Xero Trustee Limited

D Details of acquisitions and disposals If the relevant interest was acquired-- Date of acquisition: 25 May 2009 Consideration paid for acquisition: $5,000 for 5,555 shares at 0.90 cents per share

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

Type of transaction Describe the arrangement pursuant to which, or the circumstances in which, the acquisition or disposal took place: Vesting of ordinary shares under the Xero Restricted Share Plan

E Total number of transactions this notice relates to: 1

F Date of last disclosure notice (whether in form 1 or form 2) by director or officer: 8/04/09

G Signature Signature of director or officer: Date of signature:

or Signature of person authorised to sign on behalf of director or officer:

Date of signature: Name and title of authorised person: End CA:00180554 For:XRO Type:RELINT Time:2009-06-02:08:33:48

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