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Xero Limited (ASX/NZE:XRO) Notice of Annual Meeting 23 July 2014

June 30, 2014

Wellington, New Zealand, July 1, 2014 - (ABN Newswire) - Chris Liddle Chairman of Xero Limited (ASX:XRO) (NZE:XRO) (OTCMKTS:XROLF) is pleased to invite shareholders to the 2014 Annual Meeting of Xero Limited (Xero), to be held on Wednesday 23 July 2014, at 4.00pm (New Zealand time), at Shed 6, Queens Wharf, Jervois Quay, Wellington, New Zealand (the Meeting). Below is a letter that Chris Liddle wrote to address to the shareholders. Rod Drury, Chief Executive and Co-founder of Xero, and I, Chairman of the Board, will present to the Meeting on Xero's performance for the financial year to 31 March 2014 and the outlook for the 2015 financial year. It's been another strong year for Xero, and we look forward to reporting both on our achievements and future plans, and answering any questions that you may have about Xero or its performance. We also look forward to showcasing some of our new products and features so that you can see some of the recent innovation that has been happening at Xero. Following my address, we'll cover the formal business of the Meeting, which will consist of the items set out below. Further detail on these items is set out in the enclosed Notice of Meeting and Explanatory Notes. Auditor Remuneration Shareholders will be asked to authorise the Board to fix the remuneration of the auditor. Election and Re-election of Directors Shareholders will also be asked to vote on the election of Bill Veghte and myself as directors of Xero, following our appointment by the Board in February 2014, the election of Lee Hatton as a director of Xero following her appointment by the Board in April 2014, and on the re-election of Graham Shaw and Sam Morgan as directors of Xero who retire by rotation at the Meeting. The Board unanimously supports the re-election of Graham and Sam, and the election of Bill, Lee and I as directors of Xero. Details of our respective backgrounds are set out in the Explanatory Notes to the Notice of Meeting enclosed with this letter. We will each address the Meeting prior to the shareholders being asked to vote on our election. Non-Executive Director Remuneration Shareholders will also be asked to vote on an increase in the maximum aggregate annual remuneration that can be paid to the non-executive Directors from NZ$500,000 to NZ$850,000, and to authorise the remuneration of non-executive Directors to be by the issue of Equity Securities (as defined in the NZX Listing Rules to include shares in Xero). These proposed changes are seen as being critical to ensure that Xero can continue to attract and retain directors that best represent shareholders' interests and achieve Xero's objective to establish itself as the global leader in online accounting software. Additional detailed information on this proposal is set out in the Explanatory Notes to the Notice of Meeting enclosed with this letter. Grant of Options and Issue of Shares to Directors Both Bill Veghte and I feel extremely privileged to have joined the Board of Xero this year, and we look forward to working hard for you to drive Xero's continued success. In accepting our roles as directors of Xero, both Bill and I, with the agreement of the Board, agreed to receive our director remuneration by way of options to subscribe for shares in Xero, rather than payment in cash. The options that were granted to Bill and me upon joining the Board in February 2014 were granted subject to shareholder approval, which is being sought at the Meeting. The terms relating to these options, and the detail of the proposed approval for these options and future options to be granted to Bill and myself is set out in the Explanatory Notes to the Notice of Meeting enclosed with this letter. In April 2014, the Board was pleased to appoint Lee Hatton as an additional non-executive Director. Approval will also be sought from the shareholders at the Meeting to issue ordinary shares in Xero to Lee at market value as her director remuneration, in lieu of cash. As mentioned above, following the formal business of the Meeting we'll have some of the Xero team provide a live demonstration of some of the innovative products and features that we've been working on recently. If you cannot attend the Meeting, I encourage you to complete and lodge the enclosed Proxy Form in accordance with the instructions on the back of the Proxy Form so that it reaches our share registrar, Link Market Services Limited, by 4.00pm (New Zealand time) on Monday 21 July 2014. Alternatively you can complete the enclosed Proxy Form online by following the instructions on the Proxy Form. For those shareholders who are attending the Meeting, please bring the enclosed Proxy/Admission Form with you to assist with your registration. You are invited to join the Board and management for drinks at the conclusion of the Meeting. I look forward to seeing you then, and thank you for your ongoing support. To download the Proxy/Admission form, please visit:

http://media.abnnewswire.net/media/en/docs/ASX-XRO-408207.pdf

About Xero Limited: Xero is a global company with offices in the United States, United Kingdom, Australia and New Zealand. Xero is the emerging leader in online accounting software, providing business owners with real-time visibility of their financial position in a way that's simple, smart and secure. For advisors such as accountants and bookkeepers, Xero forges a trusted relationship with clients through online collaboration and gives them the opportunity to extend their services. Xero is a new type of multinational with teams around the world united in our passion to revolutionise small business. Contact:

Xero Limited Tel: +64-4-8194800 Fax: +64-4-8194801 WWW: www.xero.com


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Source: ABN Newswire


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