Announcement PDF 7 December 2016 Company Announcements Office Australian Securities Exchange Issue of Options Xref Limited (ASX:XF1) (Xref or the Company) advises that it has today issued a total of 7,900,000 options to two of its Directors, all of which were issued after shareholder approval at the Company’s 25 November 2016 Annual General Meeting. The Appendix 3B for this option issue is attached. Xref Limited Robert J Waring Company Secretary Notice under Section 708A(5)(e) As at 7 December 2016, Xref gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that: 1. 2. 3. the Company issued the abovementioned securities without disclosure to investors under Part 6D.2 of the Corporations Act. the Company has complied with the provisions, as they apply to the Company, of Chapter 2M of the Corporations Act and with Section 674 of the Corporations Act; and there is no information: a. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; or b. that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of the assets and liabilities, financial performance, profits and losses and prospects of Xref, or the rights and liabilities attaching to Xref ordinary shares. Xref Limited (ASX:XF1) ARBN 122 404 666 14 / 13 Hickson Road, Dawes Point, Sydney NSW 2000 Australia Website: xref.global Appendix 3B New issue announcement Appendix 3B Rule 2.7, 3.10.3, 3.10.4, 3.10.5 New issue announcement, application for quotation of additional securities and agreement 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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13 Name of entity Xref Limited (ASX:XF1) ARBN 122 404 666 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to Options be issued 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 7,900,000 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 Appendix 3B New issue announcement 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for +convertible payment; if securities, the conversion price and dates for conversion) 7,000,000 options to Non-Executive Chairman Mr Brad Rosser, as detailed in the Company’s Notice of 2016 Annual General Meeting (AGM). The Options have an exercise price of A$0.70, and 4,500,000 of the Options will expire, if not exercised, by 25 November 2021 and 2,500,000 of the Options will expire, if not exercised, by 25 November 2022. The first tranche of 2,000,000 Options will vest on 25 November 2017, the second tranche of 2,500,000 Options will vest on 25 November 2018, and the third tranche and balance of 2,500,000 Options will vest on 25 November 2019. 900,000 options to Non-Executive Director Mr Nigel Heap, as detailed in the Company’s Notice of 2016 AGM. The Options will have an exercise price of A$0.70 and will expire, if not exercised, by 25 November 2021. The first tranche of 300,000 Options vested on 25 November 2016. The second tranche of 300,000 Options will vest upon the Company and its subsidiaries achieving sales revenue of A$2,500,000 or more during any six-month reporting period that ends on or prior to a date that is 30 months after the date of issue of the Options. The final tranche of 300,000 Options will vest on 18 August 2018, being the second anniversary of Mr Heap joining the Board. In all three cases, vesting is conditional on Mr Heap remaining a director of the Company on the date the Options vest. + See chapter 19 for defined terms. Appendix 3B Page 2 04/03/2013 Appendix 3B New issue announcement 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? Any shares issued when options are exercised and become fully paid ordinary shares will rank equally with existing fully paid ordinary shares. If the additional +securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Options issued following shareholder approval at the Company’s 25 November 2016 AGM and granted as a component of remuneration, as detailed on pages 15 and 16 of the Notice of AGM. 6 6a Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Options issued after approval at Company’s 25 November 2016 AGM. Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes the The options are granted as a key component of the abovementioned Directors’ remuneration in order to retain their services and provide them with incentive linked to the performance of the Company. If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed The Company received shareholder approval at its AGM on 25 November 2016 under ASX Listing Rule 7.1A. 6c Number of +securities issued without security holder approval under rule 7.1 509,375 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 3 Appendix 3B New issue announcement 6d Number of +securities issued with security holder approval under rule 7.1A None 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 84,894,196 shares following shareholder approval at the Company’s EGM on 26 November 2015 and at the Company’s AGM on 25 November 2016. 6f Number of +securities issued under an exception in rule 7.2 None 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. Not applicable 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements Not Applicable 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 24,788,821 7 +Issue dates 7 December 2016 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number 8 +class Number and of all +securities quoted on ASX (including the +securities in section 2 if applicable) +Class 51,552,239 Fully paid ordinary shares + See chapter 19 for defined terms. Appendix 3B Page 4 04/03/2013 Appendix 3B New issue announcement 9 +Class Number Number and +class of all 1,923,076 Fully paid ordinary shares in +securities not quoted on ASX escrow until 18 January 2017 (including the +securities section 2 if applicable) in 48,226,924 Fully paid ordinary shares in escrow until 8 February 2018 * The conversion ratio of the 16,666,667 A Class Performance Rights * Performance Rights into ordinary shares upon achievement of a relevant Performance Milestone is one ordinary share for each Performance Right. They are in escrow until 8 February 2018. 16,666,667 B Class Performance Rights * 16,666,666 C Class Performance Rights * 4,508,909 Options – will expire, if not exercised, by 1 February 2019 – exercise price $0.23, in escrow until 8 February 2018 7,000,000 Options – 4,500,000 of the Options will expire, if not exercised, by 25 November 2021 and 2,500,000 of the Options will expire, if not exercised, by 25 November 2022. All have an exercise price of A$0.70. 900,000 Options – will expire, if not exercised, by 25 November 2021. All have an exercise price of A$0.70. 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Any fully paid ordinary shares issued will have full participation in any future dividends. Part 2 - Pro rata issue Questions 11 to 33 are not applicable Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of +securities (tick one) (a) +Securities described in Part 1 (b) All other +securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 5 Appendix 3B New issue announcement Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents 35 If the securities are equity securities, the names of the 20 largest holders of the  additional securities, and the number and percentage of additional securities + + + + held by those holders 36 If the securities are equity securities, a distribution schedule of the additional  securities setting out the number of holders in the categories + + + 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 + A copy of any trust deed for the additional securities  Entities that have ticked box 34(b) Questions 38 to 42 are not applicable + See chapter 19 for defined terms. Appendix 3B Page 6 04/03/2013 Appendix 3B New issue announcement Quotation agreement 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant the following to ASX.  The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.  There is no reason why those +securities should not be granted +quotation.  An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty  Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.  If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: Date: 7 December 2016 (Director/Company Secretary) Print name: Robert J Waring == == == == == + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 7 Appendix 3B New issue announcement Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities Introduced 01/08/12 Amended 04/03/13 Part 1 Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue 16,698,668 Add the following: • • • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 Nil Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval 84,494,196 Number of partly paid +ordinary securities that became fully paid in that 12 month period Nil Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid +ordinary securities cancelled during that 12-month period “A” 101,192,783 + See chapter 19 for defined terms. Appendix 3B Page 8 04/03/2013 Appendix 3B New issue announcement Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 15,178,917 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of +equity securities issued or agreed to be issued in that 12-month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” 509,375 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 15,178,917 Note: number must be same as shown in Step 2 Subtract “C” 509,375 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 14,669,542 [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 9 Appendix 3B New issue announcement Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 101,192,783 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 10,119,278 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of +equity securities issued or agreed to be issued in that 12-month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” Nil + See chapter 19 for defined terms. Appendix 3B Page 10 04/03/2013 Appendix 3B New issue announcement Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 10,119,278 Note: number must be same as shown in Step 2 Subtract “E” 0 Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 10,119,278 Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 11