DIRECTOR: XRO: Director Independence Determination

30 Jul 2009 8:05 am

XRO 30/07/2009 DIRECTOR

REL: 0800 HRS Xero Limited

DIRECTOR: XRO: Director Independence Determination

30 July 2009 Market Information Services Section New Zealand Exchange Limited PO Box 2959 WELLINGTON

DIRECTOR INDEPENDENCE DETERMINATION

As required by NZX Listing Rule 3.3.1B(a), the Xero Board has determined that the following directors are independent, as defined by NZX Listing Rule 1.1.2:

Phil Norman Independent Rod Drury Not Independent Hamish Edwards Not Independent Guy Haddleton Independent Sam Morgan Independent Graham Shaw Independent Craig Winkler Not Independent

Yours sincerely

Linda Cox Company Secretary Xero Limited End CA:00182878 For:XRO Type:DIRECTOR Time:2009-07-30:08:05:05

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