IRESS LIMITED — AGM Information 2008

Apr 7, 2008

ABN 47 060 313 359

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APPOINTMENT OF PROXY

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235 Telephone: 1300 554 474 From outside Australia: +61 2 8280 7111 Facsimile: +61 2 9287 0309 ASX Code: IRE Website: www.linkmarketservices.com.au

I/We being a member(s) of IRESS Market Technology Limited and entitled to attend and vote hereby appoint

A

the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

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or failing the person/body corporate named, or if no person/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 instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 12:00pm on Wednesday, 30 April 2008, at the Boardroom of IRESS’ Melbourne office, Level 18, 385 Bourke Street, Melbourne, Victoria and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

B To direct your proxy how to vote on any resolution please insert in the appropriate box below.X For Against Abstain Resolution 1 Resolution 3* Re-election of Mr Neil Hamilton as a Deferred share and performance right grant Director

For Against Abstain For Against Abstain Resolution 3 Deferred share and performance right grant to the Managing Director

Resolution 2

To adopt the Remuneration Report (non-binding resolution)

Resolution 4 Non-Executive Directors’ (“NED”) Share Plan

IMPORTANT: FOR ITEM 4 ABOVE

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Item 4 above, please place a mark in this box. By marking this box, you acknowledge C that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Item and that votes cast by him/her for that Item, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in calculating the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4.

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

D	SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder’s constitution and the Corporations Act 2001 (Cwlth).

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

IRE PRX842

How to complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 12:00pm on Monday, 28 April 2008, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the reply paid envelope or:

• by posting, delivery or facsimile to IRESS Market Technology Limited’s share registry as follows:

IRESS Market Technology Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Facsimile: (02) 9287 0309

• delivering it to Level 12, 680 George Street, Sydney NSW 2000.

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Notice is hereby given that the Annual General Meeting of the members of IRESS Market Technology Limited ABN 47 060 313 359 (the Company) will be held in the Boardroom of IRESS’ Melbourne office, located at Level 18, 385 Bourke Street, Melbourne, Victoria on Wednesday 30[th] April 2008, at 12.00 midday.

Business

Accounts

To receive and consider the full financial report (financial statements, notes and directors' declaration) for the year ended 31 December 2007, together with the consolidated accounts of the Company and its controlled entities in accordance with the Corporations Act 2001, and the reports of the directors and auditors thereon.

Resolutions

Election of director

1. Mr N. Hamilton retires by rotation in accordance with Rule 10.3 of the Company's Constitution and, being eligible, offers himself for re-election.

Information regarding Mr Hamilton can be found in the accompanying Explanatory Notes.

As Mr Hamilton is standing for re-election, Mr A. Killen will chair the meeting for this item.

Remuneration Report

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

1. “That the Remuneration Report (which is contained in the Directors’ Report) for the year ended 31 December 2007 be adopted.”

Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.

Deferred share and performance right grant to the Managing Director

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

1. “That the grant of up to 100,000 deferred shares and 200,000 performance rights to Mr Peter Dunai, Managing Director of the Company, in accordance with the IRESS Market Technology Limited Employee Share Plan and the IRESS Market Technology Employee Performance Rights Plan respectively, as described in the Explanatory Notes be approved.”

Full copies of the IRESS Market Technology Limited Employee Share Plan rules and the IRESS Market Technology Employee Performance Rights Plan are available upon request from the Company Secretary or from the Company’s website at www.iress.com.au/corporate/corporate.asp

Additional information regarding the proposed grant of deferred shares and performance rights to the Managing Director can be found in the accompanying Explanatory Notes.

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Non-Executive Directors’ (“NED”) Share Plan

To consider and, if though fit, pass the following resolution as an ordinary resolution:

1. “That the acquisition of IRESS shares by or on behalf of non-executive Directors under the NED Share Plan as described in the Explanatory Notes be approved.”

A full copy of the NED Share Plan rules is available upon request from the Company Secretary or from the Company’s website at www.iress.com.au/corporate/corporate.asp

Additional information regarding the proposed NED Share Plan can be found in the accompanying Explanatory Notes.

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Appointment of Proxies

A shareholder entitled to attend and vote at the meeting may appoint:

• a) a person; or

• b) if the shareholder is entitled to cast two or more votes at the meeting, two persons,

as the shareholder’s proxy or proxies to attend and vote for the shareholder at the meeting. A proxy need not be a shareholder.

If the shareholder appoints two proxies and the instrument does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes.

The Company must receive at least 48 hours before the meeting:

• a) the proxy’s appointment; and

• b) if signed by the appointor’s attorney, the authority under which the appointment was signed or a certified copy of the authority.

The proxy’s appointment and, if applicable, the authority appointing an attorney, must be sent by post or fax to the Company’s registered office or to the address or fax number set out below.

Level 18, 385 Bourke Street

Melbourne Vic Australia

Fax (03) 9018 5844

By Order of the Board

Stuart Bland

SECRETARY Melbourne, 28 March 2008

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Explanatory Notes

Resolution 1 - Re-election of Mr Neil Hamilton as a director

Mr Angus Richards, who would otherwise be standing for re-election as a director at this years Annual General Meeting (“ AGM ”), has advised the Chairman of his intention to retire from the Board effective from the conclusion of this year’s AGM.

The Board wishes to take this opportunity to thank Mr Richards for his valuable contribution to IRESS over his 6 years as a Board member and wishes him all the best in retirement.

The Board intends to search for a replacement to Mr Richards and hopes to make an appointment in the near future.

As the listing rules require at least one director to stand for re-election at each AGM, Mr Hamilton (who was last re-elected in 2006) is standing for re-election.

Mr Hamilton is the Chairman and a non–executive director who was appointed to the Board in 2000. Mr Hamilton is Chairman of Mount Gibson Iron Limited , Northern Iron Limited, and the AFL Players Association Advisory Board; and a Director of Insurance Australia Group Ltd, Metcash Limited and Programmed Maintenance Services Limited.

Directors' Recommendation

Other members of the Board support the re-election of Mr Hamilton.

Resolution 2 – Remuneration Report

The Remuneration Report forms part of the Directors’ Report, and is included in the Company’s Annual Report for the year ended 31 December 2007. The Remuneration Report is also available on the Company’s website www.iress.com.au or by contacting the Company Secretary on (03) 9018 5800.

In accordance with the Corporations Act 2001, the Company is seeking the adoption of the Remuneration Report by shareholders at this AGM.

The Remuneration Report:

• explains the Company’s remuneration policy and its relationship with the Company’s performance;

• contains the remuneration details of the Directors and the specified executives of the Company; and

• explains the incentive arrangements in place for the Company’s employees.

While they are not legally restrained from voting, the Directors and the executives specifically named in the Remuneration Report will not vote on the resolution, otherwise than as a proxy for another shareholder and in accordance with the directions of that shareholder.

Directors' Recommendation

The Directors unanimously recommend that you vote in favour of this advisory resolution.

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Resolution 3 – Deferred share and performance right grant to Mr Peter Dunai, Managing Director of the Company

Background

In 2002, Mr Dunai’s employment contract was altered to require either party to provide the other party with twelve months’ notice to discontinue the current employment arrangements. In 2005, Mr Dunai’s employment contract was further altered to the effect that Mr Dunai:

• agreed to act as Managing Director for a minimum of two years (ie up until May 2007); and

• provided a commitment to support and assist the Company whether as Managing Director or in another capacity such as a consultant (including through a non-compete arrangement) for a five year period up until May 2010 (“the Employment Contract”).

As part of the 2005 modifications to Mr Dunai’s employment arrangements, the directors proposed a long term incentive program for Mr Dunai involving the grant of performance rights with appropriate performance hurdles designed to reflect the long term strategic interests of the Company. Shareholders approved the granting of these performance rights at the May 2005 AGM, following which one million performance rights in total were issued to Mr Dunai in 2005 and 2006. These performance rights have similar hurdles to the then existing IRESS performance rights scheme, but with performance assessed over a longer period and with vesting heavily weighted to the later years.

Mr Dunai has continued to act as Managing Director beyond the initial two year commitment.

In anticipation of further discussions with Mr Dunai, regarding his ongoing tenure as Managing Director the directors seek capacity to grant up to 100,000 deferred shares and 200,000 performance rights to Mr Dunai over the next two years in recognition that:

• Mr Dunai has continued in his Managing Director role for a period greater than the initial 2005 arrangement required;

• no new share or other equity based remuneration was provided to Mr Dunai in 2007; and

• there is a benefit in having the flexibility to put in place some incentive arrangements for Mr Dunai which can extend beyond May 2010.

The mix of deferred shares and performance rights has been derived based on external advice given to the Board, and broadly mirrors the intended mix of deferred shares and performance rights for other senior executives of the Company for 2008 and beyond.

The directors consider that the proposed deferred share and performance right arrangement to be an appropriate quantum, subject to reaching appropriate agreements with Mr Dunai.

Accordingly, the Board believes the proposed grant of deferred shares and performance rights is in the Company’s interests as it will help to secure the retention of the services of the founding Managing Director in his current role for at least a further twelve months. After this time, the proposed grant of deferred shares and performance rights also provides a strong incentive for Mr Dunai (subject to the Board’s approval) to either continue as Managing Director or advance the interests of the Company in some other capacity (including as a consultant) for a further twelve months.

Why we are seeking shareholder approval

The deferred shares to be granted to Mr Dunai and any shares provided to him on exercise of the performance rights may either be newly issued shares or alternatively purchased on market. Under the ASX Listing Rules, the Company must seek shareholder approval to issue shares to the Managing Director.

When the deferred shares and performance rights will be granted

If approved by shareholders, the deferred shares and the performance rights will be granted within 2 years of the date of this meeting, at intervals determined by the Board.

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Details of the number of deferred shares and performance rights granted to Mr Dunai in any particular year will be published in the annual report for that year. The annual report will also state that approval for the grant of shares and performance rights was obtained in accordance with the ASX Listing Rules.

The maximum number of deferred shares and performance rights that can be granted and the price at which they will be acquired by Mr Dunai

Plan	Maximum number of deferred shares or performance rights and price at which they will be acquired byMr Dunai
Deferred shares granted under the IRESS Market TechnologyLimited Employee Share Plan	A maximum of 100,000 deferred shares. These shares will begranted at no cost to Mr Dunai.
Performance rights granted under the IRESS Market Technology Employee Performance Rights Plan	A maximum of 200,000 performance rights. No price is payable for the grant of performance rights. If the applicable performance hurdle is met, and Mr Dunai wishes to exercise his performance rights, he must pay a nominal exercise price to acquire the shares. The total exercise price payable by Mr Dunai on exercise of any performance rights on a particular day is $1.00 irrespective of the number of performance rights exercised on that day. The same price applies to all other employees to whom performance rights are granted under the Employee Performance Rights Plan.

The deferred shares will be granted under the Company’s Employee Share Plan

The deferred shares will be granted under the Company’s new employee share plan, called the IRESS Market Technology Limited Employee Share Plan. Once allocated, the shares will be held on trust for Mr Dunai in accordance with the terms of the Employee Share Plan for a prescribed period (“ the Restriction Period ”). The Restriction Period will commence on the date the shares are allocated and will end at the earlier of:

• May 2010;

• the earlier valid completion of Mr Dunai’s employment contract; and

• the date that the Company notifies Mr Dunai that a specified “event” has occurred (such as a takeover offer is made in respect of the Company, a scheme of arrangement is proposed or the Company is wound up),

unless the Board determines otherwise.

During the Restriction Period, Mr Dunai will not be able to sell or otherwise deal in the deferred shares.

While the deferred shares remain on trust, Mr Dunai will forfeit any interest in these shares if:

• his employment or engagement with the Company under the Employee Contract is terminated in certain circumstances (eg for cause in the event of dishonesty); or

• at the end of the Restriction Period, the Board forms the view that Mr Dunai did not continue to fully perform his obligations and commitments under the Employment Contract for the duration of the Restriction Period (including the roles, tasks and duties expected of him).

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While the deferred shares are held on trust, Mr Dunai will be entitled to dividends and voting rights and may enjoy other rights accruing to the shares in common with other shareholders (eg rights to participate in bonus and rights issues).

The performance rights will be granted under the Company’s Employee Performance Rights Plan

The performance rights will be granted under the existing IRESS Market Technology Employee Performance Rights Plan. It is intended that they will be subject to the same terms and conditions that apply to other IRESS employees who participate in the Employee Performance Rights Plan.

The performance rights will only become exercisable if certain performance conditions are met. The current intention is that the exercise of the performance rights will be determined by reference to the Company’s Total Shareholder Return during a relevant performance period as compared to the Total Shareholder Return for each company in a peer group of companies. The peer group of companies comprises the top 200 companies listed in the ASX/S&P 200 companies (ranked by market capitalisation) after excluding mining companies and listed property trusts. A peer company must have been in the ASX/S&P 200 companies for the entire performance period (ie new entrants and companies dropping out of the ASX/S&P 200 companies are excluded). The Company’s ranking within that group of companies at the end of the relevant performance period determines the number of performance rights that become exercisable (if any) on the following basis:

Performance rankingrange	Number ofperformance rights exercisable
Below 50thpercentile	Norights exercisable
50thpercentile	50% of the rights available to be exercised
51st percentile to 74th percentile	Rights available to be exercised will be determined on a pro-rata basis between 50% and 100% depending on the Company’s percentileperformance ranking
75thpercentile or higher	100% of rights available to be exercised.

Total Shareholder Return in respect of a company in a performance period is the increase in the value of a shareholder’s investment in that company during the performance period on the basis that all dividends and other returns, grossed up for franking credits, are immediately reinvested in the company at the closing price for the shares on the payment date of the dividend or other return.

As with all other employees participating in the Employee Performance Rights Plan, where Mr Dunai’s employment ceases, other than for a “qualifying reason” (eg death, retirement, redundancy or any other reason as determined by the Board in its absolute discretion), all unvested performance rights lapse. If Mr Dunai’s employment ceases as a result of a “qualifying reason”, performance rights granted in the last six months before the date of cessation lapse, but remaining unvested rights vest on a pro-rata basis having regard to the period which has elapsed between the grant of the performance rights to Mr Dunai and the cessation of his employment. Finally, where in the Board’s view there are special circumstances under which it would be unfair not to provide shares or the cash equivalent to a departing employee, the Board has the capacity to make such an allocation of shares or cash.

Further details on the Employee Performance Right Plan are set out in Note 37 of the Company’s 2007 Annual Report.

Directors that can participate in share grants under the Employee Share Plan and performance rights grants under the Employee Performance Rights Plan

No directors have received any shares under the Employee Share Plan to date and Mr Dunai is the only director who is entitled to participate in share grants under that plan. Non-executive directors will be entitled to participate in the NED Share Plan which is the subject of resolution 4 at this AGM.

The Employee Share Plan has only recently been introduced and, as at the date of this AGM, no share grants have been made under that plan.

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Mr Dunai is the only director who is able to participate in a grant of performance rights under the Employee Performance Rights Plan.

Are any loans provided?

No loan will be made available by the Company to Mr Dunai in connection with the grant of shares pursuant to the Employee Share Plan or performance rights under the Employee Performance Rights Plan.

Recommendation

The non-executive directors have formed the view that Mr Dunai’s remuneration package, which includes the proposed grant of deferred shares and performance rights, is reasonable, having regard to the circumstances of the Company and Mr Dunai’s duties and responsibilities.

Each director, except Mr Dunai, recommends that shareholders vote in favour of the proposed resolution. As the resolution directly relates to him, Mr Dunai does not make a recommendation.

Voting exclusion

In accordance with the ASX Listing Rules, the Company will disregard any vote cast on this resolution by any director of the Company or any of their associates. However, the Company will not disregard votes:

• by such person as proxy for another person who is entitled to vote and the vote is cast in accordance with the directions on the proxy form; or

• if the vote is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 4 - Approval of the Non Executive Director Share Plan (“NED Share Plan”)

It is proposed that, subject to shareholder approval of this resolution, the Company have the flexibility to provide non-executive directors of the Company with part of their remuneration in the form of shares under the NED Share Plan.

It is considered that the introduction of the NED Share Plan will serve to better align the interests of non-executive directors and shareholders.

The NED Share Plan will not result in additional remuneration for non-executive directors and is a voluntary scheme which simply facilitates the provision of remuneration in the form of shares rather than cash.

Nothing in the NED Share Plan restricts in any way the right of shareholders to remove a director from his or her office or in any way qualifies the provisions the Company’s Constitution relating to the termination of office of non-executive directors.

Key terms

The key terms of the NED Share Plan are as follows:

• Participation in the NED Share Plan is voluntary.

• The maximum proportion of a participating non-executive director’s remuneration which may be provided in the form of shares is 50%.

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• It is currently proposed that shares will be allocated to participants for prescribed periods (either quarterly or half-yearly) and in advance. If a participating direct or ceases to hold office during this period he or she will forfeit a pro rata portion of shares for that period.

• Once allocated, the shares will be held in trust on behalf of participating directors in accordance with the terms of the NED Share Plan until the earlier of:

• a prescribed period from the date of allocation;

• cessation of office; or

• the occurrence of a specified “event” (such as a takeover is made for the Company, a scheme of arrangement is proposed or the Company is wound up).

During this period, participating directors will not be able to sell or otherwise deal in the shares.

• While the shares are held on trust, participating directors will be entitled to dividends and voting rights and may enjoy other rights accruing to the shares in common with other shareholders (e.g. rights to participate in bonus and rights issues).

• If shares are not able to be provided to a participating director for any reason (e.g. because of legal impediments applicable at the time), cash will be provided instead.

A full copy of the NED Share Plan is available upon request from the Company Secretary or from the Company’s website at www.iress.com/corporate/corporate.asp

Why we are seeking shareholder approval

The shares to be provided to participating non-executive directors may either by newly issued shares or alternatively purchased on market. Under the ASX Listing Rules, the Company must seek shareholder approval to issue shares to non-executive Directors.

When the shares will be granted

As noted earlier, it is currently proposed that shares will be provided under the NED Share Plan on a periodic basis (eg quarterly or half yearly). No shares will be issued at any stage after 3 years from the date of this AGM without further shareholder approval.

Details of any shares provided to non-executive directors in a particular year under the NED Share Plan will be published in the annual report for that year. The annual report will also state that approval for the provision of those shares was obtained in accordance with the ASX Listing Rules.

The maximum number of shares that can be granted and the price at which they will be acquired

The maximum number of shares that may be provided cannot be determined at this time. However, the formula used to determine that maximum number of shares that may be provided is set out below.

The number of shares provided to a non-executive director is based on the market price of the Company’s shares at the date of allocation, the director’s remuneration and the percentage of his or her remuneration (if any) that is to be provided in the form of shares. The relevant price is the weighted average price at which the Company’s shares were traded on the ASX in the one week up to and including the day of allocation. The actual number of shares that will be provided cannot be determined at this time, as it depends on the extent of each director’s participation in the NED Share Plan and the price at which the shares are allocated.

Participating non-executive directors may be provided up to 50% of their remuneration in shares. As a guide, if all non-executive directors participated to the maximum extent , then the number of nonexecutive directors shares provided in the first year of the approval would represent 0.016% of total

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issued capital (assuming all of these shares were newly issued and based on the current share price, remuneration and capitalisation levels).

Directors who can participate in the share grants under the NED Share Plan

No director has been provided any shares under the NED Share Plan to date as it has only recently been introduced. Participation in the NED Share Plan is only open to non-executive directors of the Company which currently includes the following people:

• Mr Bill Burdett;

• Mr James (Tony) Killen; and

• Mr Neil Hamilton.

Any additional persons who become entitled to participate in the NED Share Plan after this resolution is passed and who are not named in this notice of meeting, will not participate until shareholder approval is obtained in accordance with the ASX Listing Rules.

Are any loans provided?

No loan will be made available by the Company to non-executive directors in connection with the acquisition of shares under the NED Share Plan.

Recommendation

As the resolution directly relates to them, the non-executive directors do not make a recommendation.

Voting exclusion

In accordance with the ASX Listing Rules, the Company will disregard any vote cast on this resolution by any director of the Company or any of their associates. However, the Company will not disregard votes:

• by such person as proxy for another person who is entitled to vote and the vote is cast in accordance with the directions on the proxy form; or

• if the vote is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

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