INTEGRATED RESEARCH LIMITED — AGM Information 2015

Oct 12, 2015

Notice of Annual General Meeting Integrated Research Limited

ABN: 76 003 588 449

Notice is given that the 2015 Annual General Meeting of Integrated Research Limited will be held at The Museum of Sydney, Corner of Phillip and Bridge Streets, Sydney on Friday 13[th] November 2015 at 3:00pm.

Agenda

for the year ended 30 June 2015 and the rt.

Remuneration report

1. To receive and consider, and if thought fit, to pass the following resolution as an advisory non-binding resolution: report forming part of the 2015 Annual Report be adopted, in accordance with the explanatory

Note: Pursuant to section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company except in the circumstances described in Division 9 of Part 2G.2 of the Corporations Act.

Re-election of Directors

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

Paul Brandling, a director retiring in accordance with Article 6.1 (e) of the c tution and, being eligible, offers himself for re-election, is re-elected as a director of the c

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 c

eligible, offers himself for re-election, is re-elected as a director of the c

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 (f) of the c

eligible, offers himself for re-election, is re-elected as a director of the c

Note: Ordinarily each year, two Directors retire and seek re-election and in 2015 the Directors rotating are Steve Killelea (Resolution 3) and Alan Baxter (Resolution 4). During the year the company appointed Mr Paul Brandling to fill a casual vacancy and accordingly Mr Brandling seeks reelection as a Director at the AGM (Resolution 2).

Other business

To deal with any other business which may be brought forward in accordance with the C Corporations Act 2001 (Cth) (the Act).

By Order of the Board David Purdue Company Secretary September 2015

Voting entitlements

For the purpose of the Act, the Company has determined that all securities of the Company that are quoted securities at 7:00pm Australian Eastern Daylight Savings Time on Wednesday 11[th] November 2015 will be taken, for the purpose of the meeting, to be held by the person who held them as a registered shareholder at the time.

Voting exclusion statement Resolution 1

In accordance with section 250R(4) of the Act, a vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of the Company's key management personnel, whose remuneration details are included in the Remuneration means a spouse or child of the KMP, a child of , or a company the KMP controls. However, a vote may be cast on Resolution 1 vote is not cast on behalf of a KMP or a closely related party and:

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• a) the proxy appointment is in writing and specifies how the proxy is to vote on Resolution 1; or

• b) the proxy is the chair of the meeting, and:

• (i) the appointment does not specify the way the proxy is to vote on the resolution; and

• (ii) the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly w

If you appoint the Chairman of the Meeting as your proxy, and you do not direct your proxy how to vote on Resolution 1 on the Proxy Form, you will be expressly authorising the Chairman of the Meeting to exercise your proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the KMP, which includes the Chairman of the Meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1and 2. Accordingly, if you appoint the Chairman of the Meeting as your proxy and wish to vote differently to how the Chairman of the Meeting resolution.

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 or number 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 3:00pm on Wednesday 11[th] November 2015. Proxy forms received after that time will not be effective

The prox copy of the power of attorney must be received at any given address below no later than 3:00pm Australian Eastern Daylight Savings Time on Wednesday 11[th] November 2015.

The Proxy Form must be completed and returned by:

• mail to the share registry of the Company, Computershare Investor Services Pty Limited, at GPO Box 242 Melbourne, Victoria 3001, Australia

• mail or hand delivered to the Company at its registered office at Level 9, 100 Pacific Highway, North Sydney, NSW 2060

• facsimile to Computershare on 1800 783 447 within Australia or +61 3 9473 2555 from overseas; or

• facsimile to the Company on +61 2 9966 1042.

• online by visiting www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.

Privacy

Chapter 2C of the Corporations Act requires information about you (including your name, address and details of the shares you hold) to be included in the Company's public register of members. This information must continue to be included in the public register if you cease to hold shares. These statutory obligations are not altered by the Privacy Amendment (Private Sector) Act 2000 (Cth). Information is collected to administer your shareholding which may not be possible if some or all of the information is not collected. Your information is collected by Computershare on behalf of the Company. Computershare's privacy policy is available at www.computershare.com.au.

The Explanatory Notes and the Proxy Form are enclosed and form part of this notice of meeting.

By order of the Board

David Purdue Company Secretary

Explanatory Notes

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

As required by the Act, the financial statements of the Company and the reports of the directors and auditor for the most recent financial year ended 30 June 2015 will be laid before the meeting.

This item does not require voting by shareholders. It is intended to provide an opportunity for shareholders as a whole to raise questions on the reports themselves and on the performance and management of the Company.

The auditors of the Company will be present at the meeting and shareholders will be given a reasonable opportunity to cial reports.

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 C 5 Annual Report.

The vote on the resolution is advisory only and does not bind the Company or the directors except in the circumstances described in Division 9 of Part 2G.2 of the Corporations Act. However, the directors will take into future consideration in determining future remuneration policy for Directors and executives.

If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareho meeting be held within 90 days at which all of the C -election.

The chairman will allow shareholders a reasonable opportunity, as a whole, to ask questions about the remuneration report, following which the advisory resolution will be put to members.

The chairman, other directors and key management personnel, their proxies and closely related parties may not vote on this resolution, except as directed by a proxy vote. Any undirected proxies held by the chairman, other directors or key management personnel will be used to vote in favour of this resolution.

Directors consider that the Company short and long-term incentive arrangements, 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: The Directors recommend that you vote in favour of Resolution 1.

Resolutions 2: Re-election of Directors.

Paul Brandling

Paul Brandling was appointed a Non-Executive director by directors in August 2015 in accordance with Article 6.1 (d) of the C point a director to fill a casual vacancy. Mr. Brandling was appointed to fill a casual vacancy upon the retirement of Mr. Clyde McConaghy in November 2014. . Mr. Brandling has previously worked in the information technology industry for 28 years and has broad experience in hardware, services and software. He has previously held the positions of Vice President and Managing Director of Hewlett-Packard South Pacific plus Vice President and Managing Director of Compaq South Pacific. From 2001 to 2012, Mr. Brandling was a member of the International CEO Forum (Australia) and served as a Director of the Australian Information Industry Association (AIIA) from 2002 to 2011. Mr Brandling was a Director of Amacon Telecommunications Limited until its recent acquisition and is currently a Director of Vocus Communications Limited. He must retire and stand for re-election at the next AGM in accordance with Article 6.1(e) of the c .

Recommendation: The Directors (excluding Mr. Brandling) recommend that you vote in favour of Resolution 2.

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Resolutions 3-4: Re-election of Directors.

Steve Killelea AM

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. Steve is also Chairman of the Institute for Peace and Economics and The Charitable Foundation and for activities involved with these he has received a number of international awards. He is also active in the financial community with investments in many high tech companies. In one-third of directors must retire every year by rotation and are eligible for re-election under Article 6.1 (i). This year Steve Killelea retires and offers himself for re-election.

Recommendation: Directors (excluding Mr. Killelea) recommend that you vote in favour of Resolution 3.

Alan Baxter

Alan Baxter was appointed an independent non-executive director by directors in June 2009. Mr Baxter has over forty regional executive appointments in Australia and overseas and has held several company directorships. In accordance one-third of directors must retire every year by rotation and are eligible for re-election under Article 6.1 (i). This year Alan Baxter retires and offers himself for re-election.

Recommendation: Directors (excluding Mr. Baxter) recommend that you vote in favour of Resolution 4.

Integrated Research Limited

ABN: 76 003 588 449

Annual General Meeting

The Museum of Sydney, Corner of Phillip and Bridge Streets, Sydney Friday 13[th] November 2015 at 3:00pm.

Agenda

1. Introductions and welcome by Mr Steve Killelea, Chairman of Integrated Research Limited.

2. Confirmation of Proxies received.

3. Notice of Meeting.

4. Confirmation of 2014 AGM Minutes.

5. for the year ended 30 June 2015 dit report.

7. Finance Overview by Mr Peter Adams.

8. CEO Address by Mr Darc Rasmussen.

9. Any questions arising from items 3-8, above.

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

Item 1: n report forming part of the 2015 Annual Report be adopted, in

1. To consider and if thought fit to pass the following resolutions as ordinary resolutions:

Item 2: Paul Brandling, a director retiring in accordance with Article 6.1 (e constitution and, being eligible, offers himself for re-election, is re-

Item 3: constitution and, being eligible, offers himself for re-election, is re-

Item 4: constitution and, being eligible, offers himself for re-election, is re-

1. Any other business, which may be brought forward in accordance with the Constitution and the Corporations Act.

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 IRI MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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Vote and view the annual report online

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• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 3:00pm (AEDT) Wednesday, 11 November 2015

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Integrated Research Limited hereby appoint

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the Chairman of the Meeting

 PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Integrated Research Limited to be held at The Museum of Sydney, Corner of Phillip and Bridge Streets, Sydney on Friday, 13 November 2015 at 3:00pm (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1(except where I/we have indicated a different voting intention below) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 1 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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• 1 To adopt the Remuneration Report

• 2 To re-elect Paul Brandling as a director of the Company

• 3 To re-elect Steve Killelea as a director of the Company

• 4 To re-elect Alan Baxter as a director of the Company

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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All correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000 www.investorcentre.com/contact

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www.computershare.com

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Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Integrated Research Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Integrated Research Limited

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