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XREF LIMITED — Director's Dealing 2026
Mar 17, 2026
66097_rns_2026-03-17_ad8fe697-e914-43d1-85a5-2b14b6839e89.pdf
Director's Dealing
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ASX Announcement 18 March 2026
Late Lodgement Notice – Appendix 3Ys
Xref Limited (ASX: XF1) (“Xref” or the “Company”) attaches the Appendix 3Ys – Change of Director’s Interest Notices relating to the issue of unlisted options under the Company’s Employee Incentive Plan to certain Directors of the Company.
In accordance with the ASX announcement released on 18 March 2026, the Company acknowledges that, due to an administrative oversight, the Appendix 3Ys relating to the issue of options to Directors in March 2025 and December 2025 were not lodged within the required timeframe, resulting in a breach of ASX Listing Rule 3.19A.2.
In relation to the late lodgement of the attached Appendix 3Ys, the Company advises as follows:
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Reason for late lodgement The Appendix 3Ys are being lodged late due to an administrative oversight. As soon as the oversight was identified, the relevant notices were prepared and promptly lodged with ASX.
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Director awareness of obligations
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The Company and its Directors are aware of their obligations under ASX Listing Rules 3.19A and 3.19B, which require directors to notify the Company of changes to their interests in securities and the Company to notify ASX of those changes.
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Compliance procedures
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The Company has reviewed its internal procedures relating to the monitoring of directors’ interests and ASX lodgement requirements. The Company considers this to be an isolated incident and has reinforced its internal processes to ensure compliance with the ASX Listing Rules, including the timely lodgement of Appendix 3Y notices.
This announcement has been approved by the Board of Xref Limited.
Ends
Xref Limited (ASX:XF1) ACN 122 404 666 Lv 20, 135 King Street, Sydney, NSW 2000 1 Phone: +61 2 8244 3099 Website: xref.com Email: [email protected]
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Xref Limited (ASX:XF1): The Global Employer Intelligence Platform
Xref is a business-critical SaaS employer intelligence platform and a permanent, transformational piece of an organisation's technology stack. We operate as a survey and data science business that replaces
the entire "hire-to-retire" lifecycle. By capturing structured and unstructured point-in-time sentiment, Xref provides organisations with actionable clarity through advanced analytics and AI toolsets. Xref drives organisational value through a "Data Engine" focused on four strategic pillars:
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Validation: Establishing a "Truth Baseline" for every hire using automated referencing and a Trust Marketplace of global background-checking vendors.
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Retention: Measuring engagement via Pulse and Engagement surveys and predictive analytics to prevent future turnover.
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Reutilisation: Transforming referees and departed employees via Exit surveys into active talent pools to reduce recruitment costs.
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Network E ect: Every request advertises Xref to the talent market, building an interconnected network of career histories that ensures our Data Lake remains current and comprehensive.
scraping or competitors. This data harvesting engine has secured over 9 million career histories, 11 million employee opinions, and 7 million reference reports. Built on 16 years of pre-employment data and 26 years of engagement history, this moat provides a foundational library of professional truth. The infrastructure is accessible through our native platform or via a scalable API, allowing organisations to power the wider HR tech ecosystem with verified talent data.
Xref is founder-led by Lee-Martin Seymour (CEO), the visionary designer of the original platform and driving force behind its evolution into a comprehensive "employer intelligence" suite. Lee’s passion for client satisfaction drives solutions, including pulse, engagement, and exit surveys, that meet the evolving needs of the employment sector. We provide a predictable revenue base fueled by high-margin SaaS contracts and AI-powered operational e ffi ciencies, scaling as the industry’s essential trust layer.
Xref.com
investors.xref.com
Xref Limited (ASX:XF1) ACN 122 404 666 Lv 20, 135 King Street, Sydney, NSW 2000 1 Phone: +61 2 8244 3099 Website: xref.com Email: [email protected]
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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 becomes ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Xref Limited |
|---|---|
| ABN | 34 122 404 666 |
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 | Jake Phillpot |
|---|---|
| Date of last notice | 26 March 2025 |
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 | (1) Indirect (2) Indirect (3) Direct (4) Direct |
|---|---|
| Nature of indirect interest (including registered holder) |
(1) Globex Nuclear Pty Ltd (Shareholder) (2) EPI Capital Pty Ltd (Shareholder) |
| Date of change | 18 March 2026 |
| No. of securities held prior to change | (1) 1,856,165 - FULLY PAID ORDINARY SHARES (2) 27,926,443 - FULLY PAID ORDINARY SHARES (3) 582,342 - FULLY PAID ORDINARY SHARES (4) 900,000 - Options @ $0.20 EXP 21/11/2028 |
| Class | (4) Options |
| Number acquired | N/A |
| Number disposed | (4) 900,000 Options @ $0.20 EXP 21/11/2028 |
| Value/Consideration | N/A |
| No. of securities held after change | (1) 1,856,165 - FULLY PAID ORDINARY SHARES (2) 27,926,443 - FULLY PAID ORDINARY SHARES (3) 582,342 - FULLY PAID ORDINARY SHARES |
| Nature of change | Cancellation of options in accordance with the ASX announcement dated 18 March 2026. |
- See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director's Interest Notice
Part 2 - Change of director's relevant 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 | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration | N/A |
| Interest after change | N/A |
Part 3 -[+] Closed period
| 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? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 2
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 becomes ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Xref Limited |
|---|---|
| ABN | 34 122 404 666 |
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 | Andrew Jonathan George Newbery |
|---|---|
| Date of last notice | 27 March 2025 |
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 | Direct |
|---|---|
| Nature of indirect interest (including registered holder) |
N/A |
| Date of change | 18 March 2026 |
| No. of securities held prior to change | 900,000 - Options @ $0.20 EXP 21/11/2028 |
| Class | Options |
| Number acquired | N/A |
| Number disposed | 900,000 - Options @ $0.20 EXP 21/11/2028 |
| Value/Consideration | N/A |
| No. of securities held after change | Nil |
| Nature of change | Cancellation of options in accordance with the ASX announcement date 18 March 2026. |
Part 2 - Change of director's relevant 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 | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change |
N/A |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director's Interest Notice
| Appendix 3Y Change of Director's Interest Notice |
|
|---|---|
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration | N/A |
| Interest after change | N/A |
Part 3 -[+] Closed period
| 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? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 2
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 becomes ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Xref Limited |
|---|---|
| ABN | 34 122 404 666 |
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 | Nigel Heap |
|---|---|
| Date of last notice | 18 November 2024 |
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 | (1) Indirect (2) Direct |
|---|---|
| Nature of indirect interest (including registered holder) |
Oldfield Family Investments Pty Ltd A/C> (Director and shareholder of the trustee, Oldfield Family Investments Pty Ltd, and beneficiary of the Oldfield Family Trust) |
| Date of change | 19 December 2025 |
| No. of securities held prior to change | (1) 32,103 - FULLY PAID ORDINARY SHARES |
| Class | Options |
| Number acquired | 900,000 Options |
| Number disposed | NIL |
| Value/Consideration | Options issued for NIL consideration under the Company's Employee Incentive Plan. |
| No. of securities held after change | (1) 32,103 - Direct Shares FULLY PAID ORDINARY SHARES (2) 900,000 - Employee Incentive Plan - Options @ $0.20 EXP 21/11/2028 |
| Nature of change | Issue of Options under the Incentive Plan as approved by shareholders at the Company's Annual General Meeting held on 24 November 2025. |
Part 2 - Change of director's relevant 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.
- See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director's Interest Notice
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration | N/A |
| Interest after change | N/A |
Part 3 -[+] Closed period
| 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? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 2
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 becomes ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Xref Limited |
|---|---|
| ABN | 34 122 404 666 |
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 | Thomas Stianos |
|---|---|
| Date of last notice | 18 November 2024 |
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 | (1) Indirect (2) Direct |
|---|---|
| Nature of indirect interest (including registered holder) |
Stianos Investments Pty Ltd (Director and beneficiary) |
| Date of change | 19 December 2025 |
| No. of securities held prior to change | (1) 200,000 - FULLY PAID ORDINARY SHARES |
| Class | Options |
| Number acquired | 1,800,000 Options |
| Number disposed | NIL |
| Value/Consideration | Options issued for NIL consideration under the Company's Employee Incentive Plan. |
| No. of securities held after change | (1) 200,000 - FULLY PAID ORDINARY SHARES (2) 1,800,000 - Employee Incentive Plan - Options @ $0.20 EXP 21/11/2028 |
| Nature of change | Issue of Options under the Incentive Plan as approved by shareholders at the Company's Annual General Meeting held on 24 November 2025. |
Part 2 - Change of director's relevant 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 | N/A |
|---|---|
| Nature of interest | N/A |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director's Interest Notice
| Appendix 3Y Change of Director's Interest Notice |
|
|---|---|
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration | N/A |
| Interest after change | N/A |
Part 3 -[+] Closed period
| 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? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 2