Announcement PDF 1 Email: investors@xref.com ASX Announcement 28 October 2026 Notice of Annual General Meeting and Related Documents Xref Limited (ASX: XF1) (Company) advises that the following documents, in relation to its 2026 Annual General Meeting, were today dispatched to Shareholders in accordance with their communication preference: • Letter to Shareholders; • Notice of Annual General Meeting; and • Proxy Form. - ENDS - This announcement has been authorised for release by the Company Secretary of Xref Limited. Kamille Dietrich Company Secretary 1 Email: investors@xref.com 2026 Annual General Meeting of Shareholders Dear Shareholder, Xref Limited (ASX: XF1) (Company) advises that its 2026 Annual General Meeting (AGM or Meeting) will be held virtually at 10:30am AEDT on Friday, 27 November 2026. The business of the Meeting will include the following resolutions: 1. Adoption of the 2026 Remuneration Report; 2. Re-election of Mr Nigel Heap as Director; 3. ASX Listing Rule 7.1A Approval of Future Issue of Securities; 4-6. Approval of Issue of ZEPOs to Mr Jake Phillpot, Mr Jon Newbery and Mr Nigel Heap, Directors of the Company; and 7. Renewal of Proportional Takeover Provisions within the Constitution. The Directors' recommendations in relation to resolutions 1, 2, 3 and 7 are set out in the Notice of Meeting and Explanatory Memorandum (Notice). Given the nature of resolutions 4, 5 and 6, the Board does not consider that it is appropriate to make a recommendation on how Shareholders should vote on these resolutions. Participating in the Virtual AGM The meeting will be webcast live via InvestorHub. Shareholders will be able to attend the meeting via this link: https://investors.xref.com/webinars/yzj0ly-xref-2026-annual-general-meeting Attendees will also have the ability to submit written questions live through the webinar platform during the Meeting. Online voting will be conducted via Automic’s shareholder portal. Instructions on how to register and participate in the Meeting are provided in the Notice. Accessing the Notice of Meeting In accordance with the Corporations Act 2001 (Cth) and your communication preferences, the Company is providing this letter to advise you how to access the Notice electronically. 2 Email: investors@xref.com The Notice, which contains important information regarding the resolutions to be considered at the AGM, is available to view and download from: • Xref Investor Hub: https://investors.xref.com/ • ASX Market Announcements Platform: http://www.asx.com.au/ Shareholders are encouraged to read the Notice in full before voting. If you would like to receive a physical copy of the Notice, you may request one from the Company's Share Registry, Automic Registry Services (Automic), using the contact details below. Voting by Proxy Online scan the QR code below using your smartphone Lodge the Proxy Form online at https://singleholding.automic.com.au/login by following the instructions: 1. Log in to the Automic website using the holding details as shown on your holding statement. 2. Click on ‘Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding statement. All proxy votes must be received no later than 10:30 AM (AEDT) on Wednesday, 25 November 2026, to be valid. For further information on the online proxy lodgement process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic Registry Services (Automic), at hello@automicgroup.com.au or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). Shareholder Enquiries in relation to the Meeting Shareholders can contact the Company Secretary with any questions prior to the meeting via email at kamille.dietrich@automicgroup.com.au. Any updates or changes to the AGM arrangements willbe announced through the ASXMarket Announcements Platform and the Company's website. Kamille Dietrich Company Secretary Do you prefer to receive shareholder communications by email? Electronic communication is a faster, more secure and environmentally friendly way to receive important information from the Company, including annual reports, notices of meeting, proxy materials and other shareholder correspondence such as this letter. If you currently receive communications by post, we encourage you to update your communication preferences and nominate an email address with the Company's share registry. To make the change, simply log in to the share registry's investor portal https://investor.automic.com.au and update your communication preferences, or contact the share registry directly for assistance at hello@automicgroup.com.au or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). Xref Limited Friday, 27 November 2026 10:30am AEDT Held as a Virtual Meeting Xref Limited Level 20 135 King Street Sydney NSW 2000 ACN: 122 404 666 https://www.xref.com/investor- centre This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. 2026 Notice of Annual General Meeting Explanatory Statement | Proxy Form Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 2 Important Information for Shareholders about the Company’s 2026 AGM This Notice is given based on circumstances as at 28 October 2026. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://www.xref.com/investor-centre. Shareholders are urged to monitor the ASX announcements platform and the Company’s website. Venue and Voting Information The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:30AM (AEDT) on Friday, 27 November 2026 as a virtual meeting. To be able to hold this Meeting using virtual meeting technology only, as permitted by the Company’s Constitution, the Company is relying upon s249R(c) of the Corporations Act. The Meeting will be webcast live via InvestorHub. To participate you will need a desktop or mobile/tablet device with internet access. To register for the meeting, please click the link below: https://investors.xref.com/webinars/yzj0ly-xref-2026-annual-general-meeting After registering, you will receive a confirmation email containing information about joining the Meeting. Shareholders are invited to submit questions ahead of the Meeting directly through InvestorHub. Questions must be submitted at least 48 hours before the AGM. Attendees will also have the ability to submit written questions live through the webinar platform during the Meeting. Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) at the virtual meeting via Automic’s shareholder portal. Your vote is important The business of the Annual General Meeting affects your shareholding and your vote is important. Content Venue and Voting Information 2 Notice of Annual General Meeting – Agenda and Resolutions 5 Notice of Annual General Meeting – Explanatory Statement 11 Glossary 22 Annexure A – Summary of Terms of the Employee Incentive Plan 24 Proxy Form Attached Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 3 Voting virtually at the Meeting Shareholders who wish to vote virtually on the day of the AGM will need to login to the Automic shareholder portal. 1. Open your internet browser and go to https://portal.automic.com.au/investor/home 2. Login using your username and password. If you do not already have an account, click “Register” and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform. 3. After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click “Register”. Alternatively, select Meetings from the left-hand menu. 4. Click on “Join Meeting” and follow the prompts. 5. When the Chair of the Meeting declares the poll open, select the “Voting” dropdown menu on the right-hand side of your screen. 6. Select either the “Full” or “Allocate” option to access your electronic voting card. 7. Follow the prompts to record your voting direction for each resolution and click “Submit votes”. For allocated votes, the number of votes submitted must not exceed your remaining available units. Important: Votes cannot be amended once submitted. For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/. It is recommended that Shareholders wishing to attend the Meeting log in from 15 to 30 minutes prior to the scheduled start time. Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://singleholding.automic.com.au/login by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtual- agms/ By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 4 Power of Attorney If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry. Corporate Representatives A shareholder that is a body corporate may appoint an individual as its corporate representative to attend, participate in and vote at the Meeting on its behalf, subject to the terms of the appointment. As the Meeting will be held virtually only, corporate representatives are requested to provide evidence of their appointment to the share registry at meetings@automicgroup.com.au before the Meeting, together with their name, email address and the name of the corporate shareholder they represent. This will allow their authority to be verified, and arrangements made for online participation and voting. Other Information Poll voting The Chair will call a poll for all resolutions set out in this Notice. Please refer to the explanatory notes for further information on the proposed resolutions and applicable voting exclusions. Electronic copies The Company believes that the best way for shareholders to receive meeting documentation, annual reports and other information on Company matters is electronically. To review or update your current communication preference, simply log on to our share registry’s website at https://portal.automic.com.au/investor/home and select the “Communications” tab. You will need your portfolio login details or your SRN or HIN. Locating your SRN or HIN Your SRN or HIN can be found on your Voting Form. If you require further assistance with locating your SRN or HIN, you are encouraged to contact Automic Registry Services or your broker as soon as possible, and well in advance of the AGM. Update your details To update information about your shareholding go to the Automic Investor Centre at https://portal.automic.com.au/investor/home. Technical Difficulties Technical difficulties may arise during the course of the AGM. The Chairman of the AGM has discretion as to whether and how the meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chairman of the AGM considers it appropriate, the Chairman may continue to hold the meeting; including conducting a poll and voting in accordance with valid proxy instructions. Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 5 Notice of Annual General Meeting Notice is hereby given that an Annual General Meeting of Shareholders of Xref Limited ACN 122 404 666 will be held at 10:30AM (AEDT) on Friday, 27 November 2026 as a virtual meeting (Meeting). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form form part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 10:30AM (AEDT) on Wednesday, 25 November 2026. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Agenda Ordinary business Financial statements and reports “To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.” Note: This item of ordinary business is for discussion only and is not a resolution. Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items. Resolutions Remuneration Report 1. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Directors’ Report and Financial Statements FY26 for the financial year ended 30 June 2026.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 6 Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and (b) it is not cast on behalf of a Restricted Voter. If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution. Re-election of Director 2. Resolution 2 – Re-election of Mr Nigel Heap as Director To consider and, if thought fit, to pass with or without amendment, the following resolution as an Ordinary Resolution: “That Mr Nigel Heap, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director of the Company, be elected as a Director of the Company, effective immediately.” ASX Listing Rule 7.1A (Additional 10% Capacity) 3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities To consider and, if thought fit, to pass with or without amendment, the following resolution as a Special Resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 7 Issue of Zero Exercise Price Options (ZEPOs) under the Company’s Incentive Plan 4. Resolution 4 – Approval of Issue of ZEPOs to Mr Jake Phillpot, Director of the Company To consider and, if thought fit, to pass with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 900,000 Zero Exercise Price Options (ZEPOs) under the Xref Limited Incentive Plan to Mr Jake Phillpot (and/or his nominee(s)), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of: (a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Xref Limited Incentive Plan; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 4 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4 if: (a) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (i) the proxy is the Chair of the Meeting; and Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 8 (ii) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. 5. Resolution 5 – Approval of Issue of ZEPOs to Mr Jon Newbery, Director of the Company To consider and, if thought fit, to pass with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 900,000 Zero Exercise Price Options (ZEPOs) under the Xref Limited Incentive Plan to Mr Jon Newbery (and/or his nominee(s)), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of: (a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Xref Limited Incentive Plan; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 5 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 5 if: (a) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (i) the proxy is the Chair of the Meeting; and Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 9 (ii) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. 6. Resolution 6 – Approval of Issue of ZEPOs to Mr Nigel Heap, Director of the Company To consider and, if thought fit, to pass with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 900,000 Zero Exercise Price Options (ZEPOs) under the Xref Limited Incentive Plan to Mr Nigel Heap (and/or his nominee(s)), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of: (a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Xref Limited Incentive Plan; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 6 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 6 if: (a) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (i) the proxy is the Chair of the Meeting; and Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 10 (ii) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Constitution 7. Resolution 7 - Renewal of Proportional Takeover Provisions within the Constitution To consider and, if thought fit, to pass with or without amendment, the following resolution as a Special Resolution: “That, for the purposes of section 136(2) and 648G of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to amend its Constitution by renewing the proportional takeover provisions in its Constitution, with effect from the passing of this resolution”. BY ORDER OF THE BOARD Kamille Dietrich Company Secretary Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 11 Explanatory Statement This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10:30AM (AEDT) on Friday, 27 November 2026 as a virtual meeting. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor. Full details of the business to be considered at the Annual General Meeting are set out below. Agenda Ordinary business Financial statements and reports In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report. In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://investors.xref.com/. No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company. The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:  Conduct of the audit;  Preparation and content of the Auditor’s Report;  Accounting policies adopted by the Company in relation to the preparation of the financial statements; and  Independence of the auditor in relation to the conduct of the audit. Written questions of the auditor If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting. Please note that all written questions must be received at least five business days before the Meeting, which is by Friday, 20 November 2026. Xref Limited| Annual General Meeting – Notice of Meeting and Explanatory Statement 12 Resolutions Remuneration Report Resolution 1 – Adoption of Remuneration Report In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report. The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://investors.xref.com/. However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2027 Annual General Meeting (2027 AGM), the Company will be required to put to the vote a resolution (Spill