RELINT: XRO: Ongoing Disclosure Notice (P Williams)

7 Dec 2009 8:30 am

XRO 07/12/2009 RELINT

REL: 0830 HRS Xero Limited

RELINT: XRO: Ongoing Disclosure Notice (P Williams)

Details of director or officer Name of director or officer of public issuer: Paul Williams Name of public issuer: Xero Limited Name of related body corporate (if applicable): Position held in public issuer: General Manager Finance

B Securities in public issuer or related body corporate to which this disclosure relates Number, class, and type of securities: 292,222 ordinary shares after the transaction

C Nature of relevant interest and name of registered holder Nature of relevant interest in securities: (a) Legal ownership of 172,222 ordinary shares jointly with Raewyn Williams, (b) legal ownership of 70,000 shares (c) beneficial ownership of 96,000 ordinary shares in Xero Restricted Share Plan. Name of registered holder of securities: (a) Paul and Raewyn Williams (b) Paul Williams (c) Xero Trustee Limited

D Details of acquisitions and disposals If the relevant interest was acquired-- Date of acquisition: 16 November 2009 Consideration paid for acquisition: $75,900 for 46,000 shares at $1.65 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: Allocation of a beneficial interest in ordinary shares to Paul Williams 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: 28/05/09

G Signature Signature of director or officer: Date of signature: End CA:00188790 For:XRO Type:RELINT Time:2009-12-07:08:30:26

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