Ann: APPNDX7: XRO: Appendix 7 - Share Purchase Pl

• Release Date: 02/02/12 11:30
• Summary: APPNDX7: XRO: Appendix 7 - Share Purchase Plan
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XRO
02/02/2012 09:30
APPNDX7

REL: 0930 HRS Xero Limited

APPNDX7: XRO: Appendix 7 - Share Purchase Plan

Notice of event affecting securities
   Number of pages including this one
          (Please provide any other
relevant       1
New Zealand Stock Exchange Listing Rule 7.12.2. For rights, Listing Rules
7.10.9 and 7.10.10.       details on
additional pages)
For change to allotment, Listing Rule 7.12.1, a separate advice is required.

Full name      Xero Limited

of Issuer

Name of officer authorised to    Linda Cox
Authority for event,        Directors Resolution 1/02/12
make this notice       e.g. Directors' resolution

Contact phone     027 4475537        Contact fax      04 8194801
       02     02     12
number       number   Date

Nature of event  Bonus     If ticked,
      Rights Issue
Tick as appropriate     Issue state whether:      Taxable   /
Non Taxable     Conversion        Interest       Renouncable

 Rights Issue        Capital     If ticked, state
 Full
 non-renouncable  x  change Call   Dividend
whether:     Interim    Year      Special

EXISTING securities affected by this     If more than one
security is affected by the event, use a separate form.

Description of the   Ordinary shares
ISIN NZXROE0001S2
class of securities

       If unknown, contact NZX

Details of securities issued pursuant to this event
If more than one class of security is to be issued, use a separate form for
each class.

Description of the   Ordinary shares to be issued under Share Purchase
Plan     ISIN NZXROE0001S2
class of securities

       If unknown, contact NZX

Number of Securities to    n/a       Minimum
    Ratio, e.g
be issued following event       Entitlement
  1   for    2   for

Conversion, Maturity, Call       n/a         Treatment of
Fractions
Payable or Exercise Date

      Enter N/A if not applicable

       Tick if x      provide an

       pari passu       OR   explanation

Strike price per security for any issue in lieu or date
  of the
Strike Price available.           ranking

Monies Associated with Event       Dividend payable, Call payable,
Exercise price, Conversion price, Redemption price, Application money.

 In dollars and cents

        Source of
    $2.750     Payment
  Amount per security

    New Zealand dollars     Supplementary
Amount per security     $
  Currency     dividend  in dollars and cents

     details -
    $   Listing Rule 7.12.7      Date Payable

  Total monies

Taxation    Amount per Security in Dollars and
cents to six decimal places

In the case of a taxable bonus     $      Resident       $
       Credits     $
issue state strike price        Withholding Tax
     (Give details)

Timing      (Refer Appendix 8 in the Listing Rules)

Record Date 5pm           Application Date

For calculation of entitlements -     Also, Call
Payable, Dividend /
must be the last business day of      14 February, 2012
   Interest Payable, Exercise Date,  6 March 2012
a week          Conversion Date. In the case

    of applications this must be the

    last business day of the week.

Notice Date       Allotment Date

Entitlement letters, call notices,      For the
issue of new securities.
conversion notices mailed       15 February 2012    Must
be within 5 business days       13 March 2012
    of record date.
End CA:00219109 For:XRO    Type:APPNDX7    Time:2012-02-02 09:30:04