IRESS LIMITED — AGM Information 2013

Mar 27, 2013

28 March 2013

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The Manager Company Announcements Office Australian Stock Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

ELECTRONIC LODGEMENT

Dear Sir or Madam,

Amended Header: Notice of Annual General Meeting 2013

Please note that when lodging IRESS' Notice of Meeting for IRESS’ 2013 Annual General and supporting documents (Proxy and VDF forms) this morning, the incorrect header was inadvertently used.

The Notice is in relation to an annual general meeting and not an extraordinary general meeting. A copy of the Notice and related documents follows.

Yours sincerely,

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Peter Ferguson Company Secretary

IRESS Limited 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

www.iress.com.au

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Notice is hereby given that the Annual General Meeting of the members of IRESS 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 2nd May 2013, 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 2012, together with the consolidated accounts of the Company and its controlled entities in accordance with the Corporations Act 2001 and associated Directors’ and auditor’s reports.

Resolutions

Election and re-election of Directors

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

1. “That John Cameron be re-elected as a Director of the Company.”

2. “That Peter Dunai be re-elected as a Director of the Company.”

3. “That Anthony D’Aloisio be elected as a Director of the Company.”

Information regarding the candidates 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 2012 be adopted.”

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

Non-executive Directors’ remuneration

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

1. “That in accordance with article 10.8 of the Company's Constitution and for the purposes of ASX Listing Rule 10.17, the maximum remuneration that may be provided by the Company to the NonExecutive Directors of the Company as a whole be increased by A$300,000 per annum from A$600,000 per annum to A$900,000 per annum.”

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 65,000 deferred shares and 160,000 performance rights to Mr Andrew Walsh, Managing Director of the Company, in accordance with the IRESS Limited Employee Share Plan and the IRESS Limited Employee Performance Rights Plan respectively, as described in the Explanatory Notes be approved.”

Full copies of the IRESS Limited Employee Share Plan rules and the IRESS Limited 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.

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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 (Melbourne time) on Tuesday 30 April 2013. 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 by using 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 (being no later than 11:30am (Melbourne time) on Tuesday 30 April 2013):

• 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.

Voting by proxies

Shareholders should consider directing their proxy as to how to vote on each resolution by crossing a “For” or “Against” box when completing their proxy form to ensure that their proxy is permitted to vote on their behalf in accordance with their instructions.

Pursuant to the Corporations Act 2001 (Cth), if the appointment of a proxy specifies the way the proxy is to vote on a particular resolution:

• the proxy is not required to vote on a show of hands, but if the proxy does so, the proxy must vote as directed (subject to any applicable voting exclusions);

• if the proxy has two or more appointments that specify different ways to vote on the resolutions, the proxy must not vote on a show of hands;

• if the proxy is not the Chairman, the proxy need not vote on a poll but if the proxy does so, the proxy must vote as directed (subject to any applicable voting restrictions); and

• if the proxy is the Chairman, the proxy must vote on a poll and must vote as directed.

Default to Chairman

If:

• a poll has been called on a resolution; and

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• a shareholder has appointed a proxy other than the Chairman and the appointment of the proxy specifies the way the proxy is vote on the resolution; and

• the shareholder’s proxy is either:

• not recorded as attending the Annual General Meeting; or

• attends the Annual General Meeting but does not vote on the resolution,

then the Chairman of the Annual General Meeting, will before voting on the resolution closes, be taken to have been appointed as the proxy for that shareholder for the purposes of voting on that resolution. In these circumstances, the Chairman must vote in accordance with the written direction of that shareholder.

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 the address or fax number set out below:

IRESS Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 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 Security holder 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

Peter Ferguson SECRETARY Melbourne, 21 March 2013

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Explanatory Notes

Resolution 1 – Re-election of John Cameron

John Cameron is a Non-Executive Director of the Company and was appointed as a Director on 15 March 2010. John is a member of the Nomination and Remuneration Committee.

John was the founder and CEO of Cameron Systems which created CameronFIX, now the world’s leading implementation of the FIX protocol - the standard way that financial organisations worldwide trade electronically. His company was acquired in 2006 by ORC Software, where John served as CTO for three years. He is also a Director of the international standards body FIX Protocol Limited. John has a BSc (Hons) majoring in Pure Maths and Computer Science from Sydney University, and an MSc in Computer Science, also from Sydney University.

John Cameron, being eligible, offers himself for re-election.

Directors' Recommendation

The other members of the Board support the re-election of John Cameron.

Resolution 2 – Re-election of Peter Dunai

Peter Dunai is a Non-Executive Director of the Company. He is a founding shareholder and joined the Board in 1993, serving as Managing Director from inception until retiring from that role in October 2009. Peter has been Chairman since May 2010 and is a member of the Nomination and Remuneration Committee. He has Bachelor of Science from Melbourne University (Computer Science and Physics).

Peter Dunai, being eligible, offers himself for re-election.

Directors’ Recommendation

The other members of the Board support the re-election of Peter Dunai.

Resolution 3 – Election of Anthony D’Aloisio

Anthony (Tony) D’Aloisio is a Non-Executive Director of the Company and was appointed as a Director on 1 June 2012 pursuant to article 10.7 of the Constitution to fill a casual vacancy. Tony is a member of the Audit Committee.

A Director appointed under this article holds office until the conclusion of the next Annual General Meeting of the Company but is eligible for election at that meeting.

Tony was Managing Director and Chief Executive Officer at the Australian Stock Exchange (ASX) from 2004 to 2006. He was Chairman of ASIC from 2007 to 2011. Tony has served in both executive and non-executive roles in commercial and Government enterprises and has held positions of Chief Executive, Chairman and Board member in local and international bodies. These have included Director of Boral Limited, The Business Council of Australia and the World Federation of Exchanges as well Chairman of the (International) Joint Forum. Tony is President of the Winemakers Federation of Australia. Tony has a BA/LLB (Hons) from Monash University.

Tony D’Aloisio, being eligible, offers himself for election.

Directors' Recommendation

The other members of the Board support the election of Anthony D’Aloisio.

Resolution 4 - 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 2012. The Remuneration Report is also available on the Company’s website

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www.iress.com/en/Investor_Relations/Results.html 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 other key management personnel (KMP) of the Company; and

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

Directors' Recommendation

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

Voting exclusion

A vote must not be cast (in any capacity) on this resolution by or on behalf of a member of the Company’s KMP whose remuneration details are included in the Remuneration Report, or a KMP’s closely related party. A “closely related party” includes a spouse, dependant and certain other close family members of a KMP, as well as any companies controlled by a KMP.

However, a vote may be cast by a KMP or a KMP’s closely related party if they do so as a proxy and:

• the vote is not cast on behalf of a KMP or a KMP’s closely related party; and

• the appointment of the proxy is in writing and specifies the way the proxy is to vote on this resolution; or

• the proxy is the Chairman of the meeting and the appointment of the Chairman of the meeting as proxy:

• does not specify the way the proxy is to vote on this resolution; and

• expressly authorises the Chairman of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the KMP.

Resolution 5 - Non-executive Directors’ remuneration

Under article 10.8 of the Company’s Constitution and ASX Listing Rule 10.17, the maximum remuneration payable by the Company to its Non-Executive Directors must be determined by the shareholders of the Company in general meeting and may not be varied without shareholder approval.

The maximum aggregate remuneration (including all fees and superannuation contributions but excluding the remuneration of the Managing Director or an Executive Director) that may be provided by the Company to the Non-Executive Directors for their services is currently A$600,000 per annum. The A$600,000 ceiling was approved by shareholders at the Company’s Annual General Meeting in May 2010.

The full details of the remuneration paid to the Non-Executive Directors of the Company during the financial year ended 31 December 2012 are included in the Remuneration Report. The total remuneration paid to all Non-Executive Directors during the financial year ended 31 December 2012 was A$508,250 leaving the Company with a buffer of A$91,750 which could have been used to remunerate the Non-Executive Directors during the financial year ended 31 December 2012.

The Board does not anticipate any immediate increase to Directors’ remuneration in the financial year ending 31 December 2013. However, as the Company’s operations expand in both scale and geographic reach, the Directors require flexibility to consider new board appointments that would enhance the Board’s capabilities where appropriate. The proposed increase to the ceiling is intended to provide the Company with sufficient flexibility to make appropriate appointments to the Board if suitable candidates are identified.

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The proposed increased ceiling will also accommodate possible future increases to the remuneration payable to the Non-Executive Directors. The Board may consider that such increases to the remuneration of the NonExecutive Directors are necessary to attract and retain high calibre Non-Executive Directors.

Accordingly, the Directors’ seek shareholder approval to increase the maximum remuneration that may be provided by the Company to its Non-Executive Directors by A$300,000 per annum to a maximum of A$900,000 per annum.

Directors’ Recommendation

As the resolution relates directly to them, the Directors do not make a recommendation.

Voting exclusion

The Company will disregard any vote cast on this resolution by any Director or any of their associates.

Further, a vote must not be cast on this resolution by a KMP or a KMP’s closely related party acting as a proxy if their appointment does not specify the way the proxy is to vote on this resolution.

However, the Company will not disregard votes:

• by such persons 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 Chairman (who is a KMP) as a proxy for a person who is entitled to vote and the proxy appointment expressly authorises the Chairman to exercise the proxy even though this resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

Resolution 6 - Deferred share plan and performance right grant to the Managing Director

Background

The Directors are seeking approval for a proposed grant of the following instruments in connection with Mr Walsh’s long term incentive and short term incentive arrangements for 2013.

Instrument	Quantum (maximum)	Grant Date	Measurement Commencement date	Term of measurement period
Deferred Shares	65,000	7 May2013	7 May2013	3years
Performance Rights	80,000	7 May2013	7 May2013	4years
Performance Rights	80,000	7 May2013	7 May2014	4years

The structure of Mr Walsh’s 2013 long term incentive and short term incentive arrangements is the same as that approved by shareholders at the 2012 Annual General Meeting of the Company.

The Directors consider that the longer range incentive arrangement for Mr Walsh 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 broadly mirrors the mix of deferred shares and performance rights granted to other senior executives of the Company.

The Directors consider that the proposed deferred share and performance right arrangement to be an appropriate quantum. Approval is being sought for the maximum number of deferred shares and performance rights that may be granted. The grant made may be less than this number as Directors will consider the gross value of the share grants at the time of grant, rather than simply a fixed quantum.

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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 to Mr Walsh is set out in the table on page 6 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 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 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 (e.g. rights to participate in bonus and rights issues).

Further details on the Employee Share Plan are set out in the Company’s 2012 Annual Report.

The performance rights will be granted under the IRESS 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 referred to in the table on page 6, 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

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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 (i.e. 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 rankingrange	Number ofperformance rights exercisable
Below 50thpercentile	No rights 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 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.

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 i.e. 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 the Company’s 2012 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 65,000 deferred shares and 160,000 performance rights following shareholder approval obtained at the 2012 Annual General Meeting. The 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 2012 Annual General Meeting.

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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

The Company will disregard any vote cast on this resolution by any Director or any of their associates.

Further, a vote must not be cast on this resolution by a KMP or a KMP’s closely related party acting as a proxy if their appointment does not specify the way the proxy is to vote on this resolution.

However, the Company will not disregard votes:

• by such persons 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 Chairman (who is a KMP) as a proxy for a person who is entitled to vote and the proxy appointment expressly authorises the Chairman to exercise the proxy even though this resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

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LODGe yOUR VOTe

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IRESS Limited

ABN 47 060 313 359

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
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www.linkmarketservices.com.au

ONLINe

By mail:  IRESS 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 1300 554 474

ShARehOLDeR PROXy FORm

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

APPOINT A PROXy

STeP 1 APPOINT A PROXy the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named.

If no person/body corporate is named, the Chairman of the Meeting, is appointed 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, 2 May 2013, at IRESS’ Melbourne office, Level 18, 385 Bourke Street, melbourne, Victoria and at any adjournment or postponement of the meeting. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

The Chairman of the meeting intends to vote undirected proxies in favour of all items of business.

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

VOTING DIReCTIONS

STeP 2

For Against Abstain * For Against Abstain * Resolution 1 Resolution 4 Re-election of John Cameron as a Adoption of the Remuneration Report Director (advisory only) Resolution 2 Resolution 5 Re-election of Peter Dunai as a Director

Resolution 5 Non-executive Directors’ remuneration Resolution 6 Deferred Share Plan and Performance Right Grant to the Managing Director

Resolution 3 Election of Anthony D’Aloisio as a 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 SIGNATURe OF ShARehOLDeRS – ThIS mUST Be COmPLeTeD

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’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 PRX301R

HOW TO COMPLETE THIS PROXY FORM

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.

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 appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

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 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.

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 and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

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.

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 shareholder 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 share 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, 30 April 2013, 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

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders 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 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, 1A Homebush Bay Drive, Rhodes NSW 2138 or 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 VoTE

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IRESS Limited

ABN 47 060 313 359

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
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www.linkmarketservices.com.au

onLInE

By mail:  IRESS 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 1300 554 474

VOTING DIRECTION FORM

STEP 1

DIREcTIon To ThE TRuSTEE of ThE 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, 2 May 2013 at IRESS’ Melbourne office, 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 11:30 on Monday, 29 April 2013.

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 X in the appropriate box.

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

STEP 2

Resolution 1

Re-election of John Cameron as a Director

Resolution 2 Re-election of Peter Dunai as a Director

Resolution 3

Election of Anthony D’Aloisio as a Director

VOTING DIRECTIONS

For Against Abstain *

For Against Abstain * Resolution 4 Adoption of the Remuneration Report (advisory only)

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Resolution 5

Non-executive Directors’ remuneration

Resolution 6

Deferred Share Plan and Performance Right Grant to the Managing Director

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• 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 VDF301