MEETING: XRO: Notice Of Annual Meeting

6 Jul 2009 10:38 am

XRO 06/07/2009 MEETING

REL: 1038 HRS Xero Limited

MEETING: XRO: Notice Of Annual Meeting

24 June 2009

Letter from the Chairman

Dear Shareholder, I am pleased to invite you to the 2009 Annual Meeting of Xero Limited to be held on Thursday 23 July 2009, at 4pm, at the NZ Academy of Fine Arts, 1 Queens Wharf, Wellington.

Rod Drury, Chief Executive and Co-founder of Xero, and I, will comment briefly on Xero's performance during the year to 31 March 2009. We would welcome any questions you may have about the Company or its performance.

In addition, the Xero team will give a presentation of the Xero product showing progress to date and the latest features.

In the formal business, shareholders will be asked to vote on the re-election of Graham Shaw and the re-election of Guy Haddleton who are retiring by rotation. In addition, shareholders will be asked to vote on the election of Craig Winkler who was appointed to the Board in May 2009 to fill a casual vacancy. You can read about their background in the Explanatory Notes to the Notice of Meeting of Shareholders enclosed with this letter.

If you cannot attend the Annual Meeting I encourage you to complete and lodge the Proxy Form (either by post or fax) in accordance with the instructions on the back of the Proxy Form so that it reaches Link Market Services by 4.00pm (New Zealand time) on Tuesday 21 July 2009. Alternatively you can complete the Proxy Form online by going to www.

linkmarketservices.com.

For those shareholders who are attending the Annual Meeting, please bring the enclosed Proxy Form with you to assist with your registration.

You are invited to join members of the Board and management for light refreshments at the conclusion of the Meeting.

I look forward to seeing you then.

Sincerely,

Phil Norman Chairman

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of shareholders of Xero Limited ('Xero') will be held the NZ Academy of Fine Arts, 1 Queens Wharf, Wellington, New Zealand on Thursday 23 July 2009 at 4pm (New Zealand time).

Items of Business: a. The Chairman's introduction; b. Addresses to shareholders; c. Shareholder discussion; d. Resolutions.

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

1. That the Board is authorised to fix the Auditors' remuneration; 2. That Graham Shaw be re-elected as a Director of Xero; 3. That Guy Haddleton be re-elected as a Director of Xero; 4. That Craig Winkler be elected as a Director of Xero.

By order of the board.

Phil Norman Chairman 24 June 2009 End CA:00182042 For:XRO Type:MEETING Time:2009-07-06:10:38:31

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