INTEGRATED RESEARCH LIMITED — AGM Information 2009

Oct 29, 2009

Notice of Annual General Meeting Integrated Research Limited

ABN: 76 003 588 449

Notice is given that the 2009 Annual General Meeting of Integrated Research Limited will be held at The Museum of Sydney, Corner of Phillip and Bridge Streets, Sydney on Thursday 12 November 2009 at 3:00pm.

Agenda

Financial report and directors’ and audit reports

To receive and consider the financial report, including the directors’ declaration, for the year ended 30 June 2009 and the related directors’ report and audit report.

Remuneration report

1. To receive and consider, and if thought fit, to pass the following resolution as an advisory resolution: “That the remuneration report forming part of the 2009 Annual Report be adopted, in accordance with the explanatory notes accompanying this notice of meeting.”

Re-election of Directors

1. To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

• “That Steve Killelea, a director retiring in accordance with Article 6.1 (f) of the company’s constitution and, being eligible, offers himself for re-election, is re-elected as a director of the company.”

1. To consider, and if thought fit, to pass the following resolution as an ordinary resolution: “That Alan Baxter, a director retiring in accordance with Article 6.1 (e) of the company’s constitution and, being eligible, offers himself for re-election, is re-elected as a director of the company.”

Other business

To deal with any other business which may be brought forward in accordance with the company’s constitution and the Corporations Act.

By Order of the Board David Leighton Company Secretary 17[th] September 2009

Voting entitlements

For the purpose of the Corporations Act, the company has determined that all securities of the company that are quoted securities at 3:00pm Australian Eastern Standard Time on Sunday 8[th] November 2009 will be taken, for the purpose of the meeting, to be held by the person who held them at the time.

Proxies

A shareholder has the right to appoint a proxy, who need not be a shareholder of the company. If a shareholder is entitled to two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. Proxy Forms (and any Power of Attorney under which it is signed) must be received at any given address below no later than 48 hours before the commencement of the meeting at 3:00pm Thursday 12 November 2009. The Proxy Form must be deposited at the share registry of the company, Computershare Investor Services Pty Limited, located at Level 2, 60 Carrington Street, Sydney NSW 2000 or at the company’s registered office, Level 9, 100 Pacific Highway, North Sydney, NSW 2060 or by facsimile to Computershare on (03) 9473 2118 or to the company on (02) 9966 1042.

Explanatory Notes

The following notes explain the items of business to be considered at the meeting and should be read in conjunction with the notice of meeting.

Financial report and directors’ and audit reports

As required by the Corporations Act, the financial statements of the company and the reports of the directors and auditor for the most recent financial year will be laid before the meeting.

Resolution 1: Approval of remuneration report

In accordance with section 250R of the Corporations Act, the company must put to the vote a resolution that the remuneration report be adopted. The full remuneration report is contained in the company’s 2009 Annual Report.

The vote on the resolution is advisory only and does not bind the directors of the company, however, the directors may take into future consideration the shareholders’ vote on this matter.

The chairman will allow shareholders a reasonable opportunity to ask questions about the remuneration report, following which the advisory resolution will be put to members. Although there is no legal requirement to abstain from voting, directors believe it is appropriate that neither directors nor the named senior executives should vote on this resolution, except as directed by a proxy vote.

Directors consider that the company’s remuneration levels, including the grants of options and shares, are competitively set to attract and retain appropriately qualified and experienced directors and senior executives and are consistent with other successful mid size listed companies in the technology sector in Australia, and the interests of directors and senior executives for the short, medium and long term are aligned with the interests of shareholders.

Recommendation: Directors recommend that you vote in favour of Resolution 1.

Resolutions 2-3: Re-election of Directors.

Steve Killelea

Steve Killelea founded Integrated Research in August 1988 and held the position of managing director and chief executive officer until retiring from his executive position in November 2004. He was appointed as a non-executive director in November 2004, and elected chairman in July 2005. In accordance with Article 6.1 (f) of the company’s constitution, one-third of directors must retire every year by rotation and are eligible for re-election under Article 6.1 (i). This year it is Steve Killelea who retires and offers himself for re-election.

Alan Baxter

Alan Baxter was appointed an independent non-executive director by directors in June 2009 in accordance with Article 6.1 (d) of the company’s constitution, which allows the board to appoint a director to fill a casual vacancy. Mr Baxter has nearly forty years experience in information technology covering a broad range of the industry’s activities, including global and regional executive appointments in Australia and overseas and has held several company directorships. He must retire and stand for re-election at the next AGM in accordance with Article 6.1 (e).