IRESS LIMITED — AGM Information 2011

Mar 29, 2011

30 March 2011

The Manager Company Announcements Office Australian Stock Exchange 10[th] Floor, 20 Bond Street SYDNEY NSW 2000

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ELECTRONIC LODGEMENT

Dear Sir or Madam

Notice of Annual General Meeting and Proxy Form

Please find attached a copy of:

• the Notice of Meeting for IRESS’ Annual General Meeting;

• the security holder voting form; and

• the voting direction form to the Trustee of the IRESS Employee Share Plans.

Yours sincerely

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Stuart Bland Company Secretary

IRESS Market Technology Ltd A.B.N. 47 060 313 359

Corporate Office: Level 18, 385 Bourke Street Melbourne Vic Australia Tel: (03) 9018 5800 Fax (03) 9018 5844

Sydney Office: Suite 4, 14 Martin Place Sydney NSW Australia Tel: (02) 8273 7000 Fax: (02) 8273 7003

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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 at IRESS’ Melbourne office, located at Level 18, 385 Bourke Street, Melbourne, Victoria on Thursday 5th May 2011, at 11.30 am.

Business

Accounts

To receive and consider the full financial report (financial statements, notes and Directors' declaration) for the year ended 31 December 2010, together with the consolidated accounts of the Company and its controlled entities in accordance with the Corporations Act 2001 and associated Directors’ and auditors’ reports.

Resolutions

Re‐election of Directors

1. Ms Jenny Seabrook being a non‐executive Director of the Company, retires by rotation in accordance with Rule 10.3 of the Company's Constitution and, being eligible, offers herself for re‐election.

Information regarding the candidate can be found in the accompanying Explanatory Notes.

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 2010 be adopted.”

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

Amendments to Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

1. “That the Company’s Constitution be amended as follows:

2. (a) by replacing the definition of “ASTC” with “ ASX Settlement means ASX Settlement Pty Limited” in Rule 1 and replacing all references to “ASTC” with “ASX Settlement” in the Constitution;

3. (b) by replacing the definition of “ASTC Settlement Rules” with “ ASX Settlement Operating Rules means the Settlement Rules made by ASX Settlement” in Rule 1 and replacing all references to “ASTC Settlement Rules” with “ASX Settlement Operating Rules” in the Constitution.

4. (c) by deleting the words “and profits” in the heading to Rule 16.3;

5. (d) by replacing the words “The Directors may, before paying any dividend, set aside out of the profits of the Company such sums as they think proper as reserves, to be applied, at the discretion of the Directors, for any purpose for which the profits of the Company” with “Subject to the Corporations Act, the Directors may before paying any dividend, set aside such sums as they think proper as reserves, to be applied, at the discretion of the Directors, for any purpose for which such sums” in the first paragraph of Rule 16.3;

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• (e) by replacing the words “so much of the profits remaining” with “any remaining sums” in the third paragraph of Rule 16.3; and

• (f) by replacing “the profits of the Company” with “all sums that the Company determines are to be distributed among the Members as dividends” in the first paragraph of Rule 16.4; and

• (g) by replacing the word “profits” with “sums” in Rule 1(d) of Schedule 1.”

Deferred share plan 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 30,000 deferred shares and 300,000 performance rights to Mr Andrew Walsh , 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_performance schemes.aspx

Information regarding the resolutions may be found in the accompanying Explanatory Notes, which form part of this notice of meeting.

Information for shareholders

Entitlement to attend and vote

All shareholders are entitled to attend the Annual General Meeting. For the purposes of voting at the meeting, shareholders will be taken to be those persons recorded on the Company’s register of members at 7.00pm (AEST ‐ Melbourne time) on Tuesday 3 May 2011. With respect to joint shareholders, all holders may attend the meeting, but only one holder may vote at the meeting in respect of the relevant shares (including by proxy). If multiple joint holders are present and vote in respect of the relevant shares, only the vote of the joint holder whose name appears first in the register in respect of the relevant shares is counted.

A corporate shareholder may appoint one or more persons to act as its representative(s), but only one representative is entitled to exercise the corporate shareholder’s powers at one time. The Company will require the representative to provide appropriate evidence of the appointment.

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 in accordance with the proxy form. 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.

A proxy need not be a shareholder, and may be an individual or a body corporate. A body corporate appointed as a proxy will need to ensure that it appoints an individual as its corporate representative to exercise its powers at the meeting. The corporate representative will be required to provide appropriate evidence of the appointment prior to the commencement of the meeting.

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

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• 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.

Proxy by post or facsimile

The proxy’s appointment and, if applicable, the authority appointing an attorney, may be sent by post or fax to the Company’s Share Registry at either of the addresses or fax number set out below:

Link Market Services Limited Link Market Services Limited Locked Bag A14 Level 12, 680 George Street Sydney South NSW 1235 Sydney NSW 2000

Fax (02) 9827 0309

Online proxy

Shareholders may submit their proxy online by visiting

www.linkmarketservices.com.au

To use this option, shareholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN), surname or Company name and postcode. Shareholders will be taken to have signed the proxy form if it is lodged in accordance with the instructions on the website.

A proxy appointed under Power of Attorney or similar authority may be lodged electronically in the same manner. The Registry will keep a record of the authority under which the appointment was made.

The online proxy facility may not be suitable for some shareholders, including those who wish to appoint two proxies with different voting instructions.

By Order of the Board

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Stuart Bland SECRETARY Melbourne, 30 March 2011

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Explanatory Notes

Resolution 1 – Re‐election of Ms Jenny Seabrook

Ms Jenny Seabrook has been a member of the Board since August 2008.

Ms Seabrook is a non–executive director, Lead Independent Director and a member of the Audit Committee.

Ms Seabrook is a special advisor to Gresham Partners Limited and a non‐executive director of Iluka Resources Limited, Bank of Western Australia Ltd, Australia Postal Corporation and M. G. Kallis Holdings Pty Limited. She is also a member of the Federal Government's Takeovers Panel, the Corporate Finance Advisory Group for the Financial Services Institute of Australia, and ASIC’s external advisory group.

Directors' Recommendation

The other members of the Board support the re‐election of Ms Jenny Seabrook.

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 2010. The Remuneration Report is ‐ also available on the Company’s website www.iress.com.au/corporate_investor relations.aspx 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 Annual General Meeting.

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 – Amendments to Constitution

Background

The Company conducted a review of its Constitution following amendments to the Corporations Act 2001 (Cth) in June 2010 introducing a new test for the payment of dividends by a company. The Corporations Amendment (Corporate Reporting Reform) Act 2010 (Cth) replaced the requirement that dividends be paid out of profits with a new test based on balance sheet insolvency. Amendments are proposed to the Company’s Constitution to ensure that it continues to align with the Corporations Act 2010 (Cth) as amended.

Summary of amendments proposed

The Company’s Constitution currently refers to the payment of dividends out of the profits of the Company in a number of places. The proposed amendments in Resolution 3 will ensure that the Company has the future flexibility to pay dividends in all circumstances permitted by law.

In addition, a number of definitions in the Constitution have been updated to reflect changes in the terminology in the Corporations Act, ASX Listing Rules and ASTC Settlement Rules.

A copy of the Company’s existing Constitution and a marked up copy showing the proposed amendments to the Constitution are available on the Company’s website at www.iress.com.au You can also obtain a copy by request from the Company Secretary. A copy of the marked up Constitution will also be available at the Annual General Meeting.

Directors' Recommendation

The Directors unanimously recommends that shareholders vote in favour of adopting the proposed amendments to the Company’s Constitution.

Resolution 4 ‐ Deferred share plan and performance right grant to the Managing Director

Background

In October 2009 Mr Andrew Walsh assumed the role of Managing Director of the Company. Under Mr Walsh’s modified employment arrangements he is eligible to participate in the Company’s long term incentive plans. Mr Walsh was also eligible to participate in those plans when acting in his previous role as General Manager Wealth Management. The remuneration disclosures for Mr Walsh included in the Remuneration Report include share grants made to him in his former capacity as General Manager Wealth Management as well as his current role as Managing Director.

In anticipation of making future grants to Mr Walsh, Directors seek approval for a maximum grant of the following instruments:

Instrument	Quantum (maximum)	Grant Date	Measurement Commencement date	Term of measurement period
Deferred Shares	30,000	7 May2011	7 May2011	2years
Performance Rights	150,000	7 May 2011	7 May 2011	4 years
Performance Rights	150,000	7 May 2011	7 May 2012	3 years

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The structure of the above arrangement differs to the prior year grant made to Mr Walsh. The current proposal would result in a two year instrument, a four year instrument and a three year instrument, the latter’s measurement date to commence twelve months from the grant date. The Directors consider that migration to a longer range incentive arrangement for the Managing Director is in the Company’s interests as it represents a superior alignment with shareholder interests over the longer term.

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

The Directors consider that the proposed deferred share and performance right arrangement to be an appropriate quantum. The final grant made may be less than the level approved by shareholders in certain circumstances as Directors will consider the gross value of the share grants at the time of grant, rather than simply a fixed quantum.

Why we are seeking shareholder approval

The deferred shares to be granted to Mr Walsh 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 12 months of the date of this meeting.

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

The maximum number of deferred shares and performance rights that can be granted to Mr Walsh is set out in the table on page 5 of this notice.

The deferred shares and performance rights will be granted at no cost to Mr Walsh. However, if the applicable performance hurdle is met, and Mr Walsh wishes to exercise his performance rights, he must pay a nominal exercise price to acquire the shares. The total exercise price payable by Mr Walsh 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 IRESS Market Technology Limited Employee Share Plan. Once allocated, the shares will be held on trust for Mr Walsh in accordance with the terms of the Employee Share Plan for a prescribed period (“ the Restriction Period ”).

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

Subject to applicable law relating to the provision of benefits Mr Walsh will:

• retain all the shares if his employment with the Company ceases due to death or total and permanent disablement. The restrictions on dealing will continue to apply to the shares for the duration of the Restriction Period if that period has not already expired;

• forfeit all the shares if his employment with the Company ceases for any other reason within 12 months of the date the shares are allocated to him; and

• retain all the shares if his employment with the Company ceases after 12 months from the date the shares are allocated to him (unless his cessation of employment is due to reasons other than, retirement, redundancy or other circumstances determined by the Board, in which case the shares will be forfeited). The restrictions

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on dealing will continue to apply to the shares for the duration of the Restriction Period if that period has not already expired.

While the deferred shares are held on trust, Mr Walsh 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).

Further details on the Employee Share Plan are set out in note 38 of the Company’s 2010 Annual Report.

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

The performance rights will be granted under the 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.

As described above, the performance rights will be granted in two tranches. The first tranche will have a four year performance measurement period commencing on the grant date and the second tranche will have a three year performance measurement period commencing on the twelve month anniversary of the grant date.

The performance rights will only become exercisable if certain performance conditions are met (unless the board determines otherwise). 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 measurement 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 measurement 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 measurement period determines the number of performance rights that become exercisable (if any) on the following basis:

Performance ranking range	Number of performance rights exercisable
Below 50th percentile	No rights exercisable
50th percentile	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 percentile performance ranking
75th percentile or higher	100% of rights available to be exercised

Total Shareholder Return in respect of a company in a measurement period is the increase in the value of a shareholder’s investment in that company during the measurement 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.

Subject to applicable law relating to the provision of benefits, if Mr Walsh’s employment with the Company ceases for any reason, he will

• retain all performance rights that have already vested and these may only be exercised by Mr Walsh in accordance with their normal terms; and

• retain a pro rata number of performance rights unless his cessation of employment by reason of death, retirement, total and permanent disablement, redundancy or other circumstances determined by the Board. In all other cases, the unvested performance rights will lapse.

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The pro‐rata number of the performance rights will be determined having regard to the period that has elapsed between the grant of the performance rights and the cessation of employment. The performance rights will then only be able to be exercised in accordance with their normal terms ie subject to the same performance condition tested at the end of the measurement period.

If certain change of control events occur in relation to the Company, the Board may determine in its absolute discretion to give performance rights holders (including Mr Walsh) notice that their performance rights may be exercised irrespective of whether the performance conditions have been satisfied at that time.

Further details on the Employee Performance Right Plan are set out in Note 36 of the Company’s 2010 Annual Report.

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

Mr Walsh is currently the only Director who is able to participate in new grants of performance rights under the Employee Performance Rights Plan or deferred shares under the Employee Share Plan.

Mr Walsh was granted 29,000 deferred shares and 125,000 performance rights following shareholder approval obtained at the 2010 annual general meting. These deferred shares were granted at no cost to Mr Walsh. Similarly, no price was payable by Mr Walsh for the grant of the performance rights although he must pay a nominal exercise price of $1.00 for all performance rights exercised on any particular day, irrespective of the number of performance rights exercised on that day.

No other Director has been allocated deferred shares or performance rights since the 2010 annual general meeting.

Are any loans provided?

No loan will be made available by the Company to Mr Walsh 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 Walsh’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 Walsh’s duties and responsibilities.

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

Voting exclusion

In accordance with the ASX Listing Rules, the Company will disregard any vote case 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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LODGE YOUR VOTE



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ABN 47 060 313 359

www.linkmarketservices.com.au

ONLINE

By mail:  IRESS Market Technology Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 554 474 Overseas: +61 2 8280 7111

X99999999999

X99999999999

SECURITYHOLDER VOTING FORM

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

STEP 1 APPOINT A PROXY 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 or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 11:30am on Thursday, 5 May 2011, at Level 18, 385 Bourke Street, Melbourne, Victoria and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS For Against Abstain * Resolution 1 Re-election of Ms Jenny Seabrook as a Director Resolution 2 Adoption of the Remuneration Report (advisory only) Resolution 3 Amendments to Constitution Resolution 4 Deferred Share Plan and Performance Right Grant to the Managing Director

 * 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. STEP 3 IMPORTANT – VOTING EXCLUSIONS

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 Resolution 4 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Resolution and that votes cast by him/her for that Resolution, 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 Resolution 4 and your votes will not be counted in calculating the required majority if a poll is called on this Resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 4.

STEP 4 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 company’s constitution and the Corporations Act 2001 (Cth).

IRE PRX102

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

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

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. 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 Step 1. 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 securityholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities 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 securities 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.

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 security registry or you may copy this form and return them both together.

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 securities 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.

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 lodge 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.

Corporate Representatives

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 in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:30am on Tuesday, 3 May 2011, 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:

 ONLINE

www.linkmarketservices.com.au

Select the ‘Proxy Voting’ option on the top right of the home page. Choose the company you wish to lodge your vote for from the drop down menu, enter your holding details as shown on this form, and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

IRESS Market Technology Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

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.

LODGE YOUR DIRECTION

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ABN 47 060 313 359

www.linkmarketservices.com.au

ONLINE

By mail:  IRESS Market Technology Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 554 474 Overseas: +61 2 8280 7111

X99999999999

X99999999999

VOTING DIRECTION FORM

STEp 1 DIRECTION TO ThE TRUSTEE OF ThE DEFERRED EMpLOYEE ShARE pLAN

I, being a participant of the Deferred Employee Share Plan direct the Trustee of the Plan to vote on my behalf in respect of any voting rights attaching to shares held for my benefit under the Plan at the Annual General Meeting of the Company to be held at 11:30am on Thursday, 5 May 2011, at Level 18, 385 Bourke Street, Melbourne, Victoria and at any adjournment of that meeting. Forms will only be valid and accepted by the Company if they are signed and received no later than 11:30am on Friday, 29 April 2011.

This form will only be used for the purpose of voting on the resolutions specified below.

To direct the Trustee on how to vote on any resolution, please insert in the appropriate box.X

In the absence of a direction by you, the Trustee has no direction and your votes will not be counted.

STEp 2 VOTING DIRECTIONS For Against Abstain * Resolution 1 Re-election of Ms Jenny Seabrook as a Director Resolution 2 Adoption of the Remuneration Report (advisory only) Resolution 3 Amendments to Constitution Resolution 4 Deferred Share Plan and Performance Right Grant to the Managing Director



• If you mark the Abstain box for a particular Resolution, you are directing the Trustee not to vote on your behalf and your votes will not be counted in computing the required majority on a poll.

STEp 3

SIGNATURE OF pARTICIpANT – ThIS MUST BE COMpLETED

Signature of Participant

IRE VDF101