XREF LIMITED — Director's Dealing 2017

Mar 13, 2017

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Xref Limited (ASX Code: XF1) ARBN 122 404 666

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Lee-Martin John Seymour
Date of last notice	20 January 2016

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	West Riding Investments Pty Ltd Lee-Martin John Seymour is the sole shareholder of the trustee, West Riding Investments Pty Ltd, and he is the beneficiary of the Seymour Family Trust.
Date of change	10 March 2017
No. of securities held prior to change	24,038,462 fully paid ordinary shares escrowed until 8 February 2018 8,333,334 Class A Performance Rights escrowed until 8 February 2018 8,333,333 Class B Performance Rights escrowed until 8 February 2018 8,333,333 Class C Performance Rights escrowed until 8 February 2018
Class	Fully paid ordinary shares issued upon conversion of Performance Rights (escrowed until 8 February 2018)
Number acquired	8,333,333 fully paid ordinary shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number disposed	8,333,333 Performance Rights
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Part of the purchase consideration of Xref Pty Ltd, as approved at the Company’s EGM held on 26 November 2015.
No. of securities held after change	32,371,795 fully paid ordinary shares escrowed until 8 February 2018 8,333,334 Class A Performance Rights escrowed until 8 February 2018 8,333,333 Class C Performance Rights escrowed until 8 February2018
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	B Class Performance Rights converted into fully paid ordinary shares after the achievement of the performance milestones set out in the conversion events, as approved by shareholders at the 26 November 2015 EGM, and as detailed in the terms and conditions of the Company’s B Class Performance Rights released to ASX on5February2016.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	None
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a[+] closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Xref Limited (ASX Code: XF1) ARBN 122 404 666

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Timothy David Griffiths
Date of last notice	20 January 2016

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Squirrel Holdings Australia Pty Ltd Timothy David Griffiths is the sole shareholder of the trustee, Squirrel Holdings Australia Pty Ltd, and he is the beneficiary of the Griffiths Family Trust.
Date of change	10 March 2017
No. of securities held prior to change	24,038,462 fully paid ordinary shares escrowed until 8 February 2018 8,333,333 Class A Performance Rights escrowed until 8 February 2018 8,333,334 Class B Performance Rights escrowed until 8 February 2018 8,333,333 Class C Performance Rights escrowed until 8 February 2018
Class	Fully paid ordinary shares issued upon conversion of Performance Rights (escrowed until 8 February 2018)
Number acquired	8,333,334 fully paid ordinary shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number disposed	8,333,334 Performance Rights
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Part of the purchase consideration of Xref Pty Ltd, as approved at the Company’s EGM held on 26 November 2015.
No. of securities held after change	32,371,796 fully paid ordinary shares escrowed until 8 February 2018 8,333,333 Class A Performance Rights escrowed until 8 February 2018 8,333,333 Class C Performance Rights escrowed until 8 February2018
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	B Class Performance Rights converted into fully paid ordinary shares after the achievement of the performance milestones set out in the conversion events, as approved by shareholders at the 26 November 2015 EGM, and as detailed in the terms and conditions of the Company’s B Class Performance Rights released to ASX on5February2016.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	None
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a[+] closed No period where prior written clearance was required?

If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011