RELINT: XRO: Ongoing Disclosure Notice (A Grigg)

8 Dec 2009 8:30 am

XRO 08/12/2009 RELINT

REL: 0830 HRS Xero Limited

RELINT: XRO: Ongoing Disclosure Notice (A Grigg)

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: 1,697,233 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 64,167 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: 16 November 2009 Consideration paid for acquisition: $60,500.55 for 36,667 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 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: 27/05/09

G Signature Signature of director or officer: Date of signature: End CA:00188867 For:XRO Type:RELINT Time:2009-12-08:08:30:27

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