IRESS LIMITED — Capital/Financing Update 2013

Aug 11, 2013

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12 August 2013

The Manager

Company Announcements Office

Australian Stock Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

ELECTRONIC LODGEMENT

Dear Sir or Madam

IRESS - Retail Offer Booklet

Please find attached the Retail Offer Booklet relating to the accelerated renounceable entitlement offer made by the company last week.

Yours sincerely,

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Peter Ferguson Group General Counsel & Company Secretary

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Retail Entitlement Offer

Details of a 2 for 9 accelerated renounceable entitlement offer of IRESS shares at an issue price of $7.15 per share

Retail Entitlement Offer closes at 5:00 pm (Melbourne Time) on 29 August 2013

IRESS Limited (ABN 47 060 313 359)

11527028_15

Contents

Chairman's Letter	3
Key Dates for the Retail Entitlement Offer	5
How to Apply	6
ASX Announcements	10
Launch of Capital Raising	10
Investor Presentation	14
Completion of Institutional Entitlement Offer	35
Important Information	39
Glossary	49
Eligible Retail Shareholder Declarations	53
Corporate Directory	55

The Retail Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as notionally modified by ASIC Class Order 08/35) which allows entitlement issues to be offered without a prospectus. As a result, this offer is not being made under a prospectus and it is important for Eligible Retail Shareholders to read and understand the information on IRESS and the Retail Entitlement Offer made publicly available, before taking up all or part of their Entitlement. In particular, please refer to the enclosed materials and Announcements. IRESS' interim and annual reports and other announcements are made available at www.iress.com.au or www.asx.com.au (including IRESS’ Annual Report for the year ended 31 December 2012 released to ASX on 23 March 2013 and IRESS’ Half Year Accounts released to ASX on 6 August 2013).

This Retail Offer Booklet (other than the Announcements) is dated 12 August 2013.

This information is important and requires your immediate attention.

You should read this Retail Offer Booklet carefully in its entirety before deciding whether to invest in New Shares. In particular, you should consider the risk factors outlined in the "Key Risks" section of the enclosed Investor Presentation that could affect the operating and financial performance of IRESS or the value of an investment in IRESS.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS.

This presentation contains forward-looking statements.

Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “should”, “will”, “expect, “intend”, “plan”, “estimate”, “anticipate”,

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“believe”, “continue", “objectives”, “outlook”, “guidance” or other similar words, and include statements in this Retail Offer Booklet regarding certain plans, strategies and objectives of management and expected financial performance, the conduct and outcome of the Entitlement Offer, the use of proceeds and IRESS’ debt arrangements.

The forward-looking statements, opinions and estimates provided in this Retail Offer Booklet are based on assumptions and contingencies which are subject to change without notice, as are any statements about market and industry trends, which are based on interpretations of current market conditions. They involve known and unknown risks, uncertainties and other factors, many of which are outside the control of IRESS and its officers, employees, agents and associates, including the risks set out in the “Key Risks” section of the Investor Presentation. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and their differences may be material. Any forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Readers are cautioned not to place undue reliance on forward-looking statements.

IRESS disclaims any responsibility for the accuracy or completeness of any forwardlooking statements. IRESS disclaims any responsibility to update or revise any forwardlooking statement to reflect any change in IRESS’ financial condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based, except as required by law.

This Retail Offer Booklet may not be released or distributed in the United States. This Retail Offer Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such an offer would be illegal. The New Shares may not be offered or sold in the United States, unless they have been registered under the Securities Act or an exemption from the registration requirements under the Securities Act is available.

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Letter from the Chairman

Monday, 12 August 2013

Dear Shareholder,

On behalf of IRESS, I am pleased to invite you to participate in the accelerated renounceable entitlement offer of New Shares.

The proceeds of the Entitlement Offer will be used to fund the acquisition of Avelo FS Holdings Limited (“Avelo”) for £210 million.[1] The acquisition will be funded by a combination of internal cash resources, new debt and this Entitlement Offer.

The acquisition of Avelo is consistent with IRESS’ existing growth strategy and is a compelling opportunity for IRESS to acquire a market leading revenue footprint in the UK. This acquisition will significantly diversify IRESS’ geographic and segment exposure, and accelerate revenue opportunities in the UK through combined product strength and scale capability. Avelo has a strong strategic fit with IRESS’ wealth management business and introduces mortgage sourcing and distribution technology strength to IRESS. The combined business will uniquely position IRESS with scale to accelerate opportunities in the UK. The IRESS Board is unanimous in their view that the combined business will benefit from increased scale and extended product capabilities.

The acquisition is expected to be more than 10% EPS accretive in calendar year 2014[2] , including cost synergies of between $3-4 million p.a., fully realised in 2015.

Under the Entitlement Offer, Eligible Shareholders will be able to acquire 2 New Shares for every 9 Existing Shares held on the Record Date being 7.00pm (Melbourne Time) on Friday, 9 August 2013. New Shares will rank equally in all respects with existing IRESS shares from the date of allotment. New Shares will not be entitled to the interim dividend for the half year period ending 30 June 2013 because the New Shares will be issued after the record date for the interim dividend.

At announcement on 6 August 2013, the offer price of $7.15 per New Share represented a 10.1% discount to the dividend adjusted theoretical ex-rights price[3] and a 12.1% discount to the dividend adjusted last closing price on Monday, 5 August 2013. IRESS’ largest shareholder, ASX Limited, committed to take up its full entitlement at the Offer Price.

The Entitlement Offer comprises an institutional component and a retail component. This booklet relates to the retail component of the Entitlement Offer.

1 Based on an AUD/GBP exchange rate of 0.5821 as at 5-Aug-2013, the purchase price is equal to approximately $360 million. This excludes transaction costs for the acquisition of $16 million, of which approximately $7 million associated with the Entitlement Offer will be capitalised and 2the remaining balance will be expensed in 2013. The purchase price is subject to completion adjustments. EPS accretion applies to EPS, driven by the expected growth in Avelo earnings, the funding structure utilised and the phased benefit of estimated synergies of $3-4 million p.a.

3The Theoretical Ex ‐ Rights Price (“TERP”) is the theoretical price at which IRESS shares should trade immediately after the record date for the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which IRESS shares trade immediately after the ex ‐ date Entitlement Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to IRESS’s closing price of $8.27 on

5 Aug ‐ 2013 and after deducting the 2013 interim dividend of $0.135 to reflect the fact that New Shares will not receive this dividend payment.

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Letter from the Chairman (Continued)

This Retail Offer Booklet contains important information about the Retail Entitlement Offer and IRESS’ business under the following headings:

• Key Dates for the Retail Entitlement Offer

• How to Apply

• ASX Announcements

• Important Information

• Glossary

• Eligible Retail Shareholder Declarations, and

• Corporate Directory

Accompanying this Retail Offer Booklet is your personalised Entitlement and Acceptance Form, which contains details of your Entitlement. Your Entitlement may have value and it is important that you determine whether to take up all of your Entitlement, take up part of your Entitlement, or do nothing in respect of your Entitlement (see Section 4).

The Retail Entitlement Offer closes at 5.00pm (Melbourne Time) on Thursday, 29 August 2013. To participate, you need to ensure that you have accepted the offer by paying your Application Moneys by BPAY, or by lodging your personalised Entitlement and Acceptance Form with your Application Monies paid by cheque, bank draft or money order, so that they are received before this time in the manner described in this Retail Offer Booklet.

If you choose to do nothing in respect of all or part of your Entitlement, all or part (as applicable) of your Entitlement will be offered for sale through a bookbuild process on Tuesday, 3 September 2013. In this case, you will receive any proceeds of sale in excess of the Offer Price (net of any withholding tax) in respect of those Entitlements which you did not accept.

You should read this Retail Offer Booklet carefully in full before deciding whether to participate in the Retail Entitlement Offer. In particular, you should read and consider the risk factors, outlined in the “Key Risks” section of the enclosed IRESS Investor Presentation that could affect the operating and financial performance of IRESS or the value of an investment in IRESS.

For further information on the Entitlement Offer, you should call the IRESS Shareholder Information Line on 1300 859 277 (within Australia) or +61 1300 859 277 (outside Australia) between 8.30am and 5.30pm (AEST) Monday to Friday during the Retail Entitlement Offer Period. You can also go to IRESS’ website at www.iress.com.au. If you have any further questions, you should contact your professional financial adviser.

The IRESS Board is pleased to offer this exciting opportunity to you.

Yours faithfully,

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Peter Dunai Chairman

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Key dates for the Retail Entitlement Offer

EVENT	DATE
Announcement of the Entitlement Offer	6 August 2013
Record Date for determining Entitlements to New Shares	7:00 pm 9 August 2013
Retail Entitlement Offer opens	12 August 2013
Retail Entitlement Offer closes	5:00 pm 29 August 2013
Retail bookbuild (after market)	3 September 2013
Settlement of all remaining New Shares under the Retail
Entitlement Offer	9 September 2013
Allotment of all New Shares issued under the
Retail Entitlement Offer	10 September 2013
Despatch of confirmation of issue for Allotment4	10 September 2013

Expected date of normal trading of New Shares issued under the Allotment (subject to ASX quotation being granted) 11 September 2013

These dates are indicative only and are subject to change without notice. All times and dates refer to times and dates in Melbourne, Australia (“ Melbourne Time "). Subject to the requirements of the Corporations Act, the ASX Listing Rules and any other applicable laws, IRESS has the right, with the consent of the sole lead manager and underwriter, to amend the timetable, including extending the Retail Entitlement Offer or accepting late Applications, either generally or, in particular cases, without notice.

ENQUIRIES

If you have any doubt about whether you should participate in the Retail Entitlement Offer, you should seek professional financial advice before making any investment decision.

If you:

•  have questions on how to complete the Entitlement and Acceptance Form or how to take up your Entitlement; or

•  have lost your Entitlement and Acceptance Form and would like a replacement form,

please call the IRESS Shareholder Information Line on 1300 859 277 (within Australia) or +61 1300 859 277 (from outside Australia) at any time from 8:30am to 5:30pm (Melbourne Time) Monday to Friday during the Retail Entitlement Offer Period.

4 It is the responsibility of each applicant to confirm their holding before trading in New Shares. Any applicant who sells New Shares before receiving written confirmation of their holding will do so at their own risk. IRESS and the sole lead manager and underwriter disclaim all liability, whether in negligence or otherwise and to the maximum extent permitted by law, to persons who trade New Shares before receiving their confirmation statements, whether on the basis of confirmation of the allocation provided by IRESS, the Registry or the sole lead manager and underwriter.

How to apply

1. PLEASE READ THIS DOCUMENT CAREFULLY

This is an important document, which you should read carefully in full before deciding whether to participate in the Retail Entitlement Offer. The announcements included in this Retail Offer Booklet are current as at 12 August 2013. There may be other announcements that have been made by IRESS after 12 August 2013 and throughout the Retail Entitlement Offer Period that may be relevant to your consideration of whether to participate in the Retail Entitlement Offer. Therefore, you should check whether any further announcements have been made by IRESS before submitting an Application.

2. THE RETAIL OFFER

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form. It has been calculated as 2 New Shares for every 9 Existing Shares you held as at the Record Date, being 7.00pm (Melbourne Time) on 9 August 2013,[5] at the Offer Price of $7.15 per New Share.

If you have more than one holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. Note that the Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Shares on behalf of a U.S. Person (see definition of "Eligible Retail Shareholder" in section 1 of the Important Information section).

3. CONSIDER THE RETAIL ENTITLEMENT OFFER IN LIGHT

5 Where fractions arise in the calculation of an Entitlement, the Entitlement will be rounded up to the nearest whore number of New Shares.

OF YOUR PARTICULAR INVESTMENT OBJECTIVES AND CIRCUMSTANCES

New Shares issued under the Entitlement Offer will be fully paid and rank equally with Existing Shares from allotment, including in respect of dividends. New Shares will not be entitled to the interim dividend for the half year period ending 30 June 2013 because the New Shares will be issued after the record date for the interim dividend.

NOMINEES

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in the Eligible Jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

Nominees and custodians which hold Shares as nominees or custodians will have received, or will shortly receive, a letter from IRESS. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:

•  beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible Retail Shareholder;

•  Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not); or

•  Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement Offer.

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IRESS is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Any person in the United States and any person that is, or is acting for the account or benefit of, a U.S. Person with a holding through a nominee may not participate in the Retail Entitlement Offer and the nominee must not take up any Entitlement or send any materials relating to the capital raising into the United States or to any U.S. Person. IRESS is not able to advise on foreign laws.

Eligible Retail Shareholders may do any one of the following:

1. take up all of their Entitlement;

Moneys or pay your Application Moneys via BPAY pursuant to the instructions set out on the Entitlement and Acceptance Form.

IRESS will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement. If you wish to take up all or part of your Entitlement, you may submit your payment via BPAY, or by cheque, bank draft or money order along with your personalised Entitlement and Acceptance Form, so that they are received by no later than 5.00pm (Melbourne Time) on 29 August 2013 and your New Shares will be allotted on 10 September 2013.

If you take no action or your application is not supported by cleared funds, you will be deemed to have renounced your Entitlement and New Shares equal in number to those attributable to your Entitlement will be offered for sale via a bookbuild process. Any proceeds of sale in excess of the Offer Price (net of any withholding tax) will be paid to you.

1. take up part of their Entitlement; or

2. take no action in relation to the Retail Entitlement Offer, and therefore renounce their Entitlement.

If you have any doubt about whether you should participate in the Retail Entitlement Offer, you should seek professional financial advice without delay. In particular, please refer to the "Key Risks" section of the Investor Presentation.

4. COMPLETE AND RETURN THE ACCOMPANYING ENTITLEMENT AND ACCEPTANCE FORM WITH YOUR APPLICATION MONEYS OR MAKE A PAYMENT BY BPAY[6]

If you decide to take up all or part of your Entitlement, please complete and return the Entitlement and Acceptance Form with the requisite Application

6 Registered to BPAY® Pty Limited (ABN 69 079 137 518)

There is no guarantee that any value will be received for your renounced Entitlement through the bookbuild process. The ability to sell New Shares under the bookbuild and the ability to obtain any premium will depend on various factors, including market conditions. Further, the bookbuild price may not be the highest price available, but will be determined having regard to a number of factors, including having binding and bona fide offers which, in the reasonable opinion of the sole lead manager and underwriter, will, if accepted, result in otherwise acceptable allocations to clear the entire book.

To the maximum extent permitted by law, IRESS, the sole lead manager and underwriter and their respective related bodies corporate, affiliates and the directors, officers, employees and advisors of any of them, will not be liable, including for negligence, for any failure to procure applications under the

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bookbuild at a price in excess of the Offer Price.

You should also note that if you do not take up all of your Entitlement, then your percentage shareholding in IRESS will be diluted by not participating to the full extent in the Retail Entitlement Offer.

5. APPLICATION UNDER THE RETAIL ENTITLEMENT OFFER

The method of application under the Retail Entitlement Offer will depend on your method of payment being:

•  by cheque, bank draft or money order; or

•  by BPAY.

By completing and returning your personalised Entitlement and Acceptance Form with the Application Moneys, or making a payment by BPAY, you will be deemed to have made the Eligible Retail Shareholder declarations appearing in this Retail Offer Booklet.

PAYMENT BY CHEQUE, BANK DRAFT OR MONEY ORDER

For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form, indicating the number of New Shares you wish to apply for and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Moneys, payable to "IRESS Offer Account" and crossed “Not Negotiable". Any agreement to issue New Shares to you following receipt of your personalised Entitlement and Acceptance Form is conditional on your cheque, bank draft or money order in payment of the Application Moneys for those New Shares being honoured on first presentation.

Your cheque, bank draft or money order must be:

•  for an amount equal to A$7.15 multiplied by the number of New Shares that you are applying for; and

•  in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Moneys. If the amount of your cheque, bank draft or money order for Application Moneys (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Moneys will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your Application will not be accepted.

Any Application Moneys received for more than your allocation of New Shares will be refunded. No interest will be paid to applicants on any Application Moneys received or refunded (wholly or partially).

Cash payments will not be accepted. Receipts for payment will not be issued.

PAYMENT BY BPAY

For payment by BPAY, please follow the instructions on your personalised Entitlement and Acceptance Form (which includes the Biller Code and your unique Customer Reference Number). You can only make a payment via BPAY if you are the holder of an account with an Australian branch of a financial institution that supports BPAY transactions.

You should instruct payment well before 5.00pm (Melbourne Time) on the Retail Closing Date to enable its

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receipt before the Retail Entitlement Offer closes.

For payment by BPAY, the Entitlement and Acceptance Form does not need to be lodged with the Registry. By making a payment of Application Moneys through BPAY, you will be deemed to have made the Eligible Retail Shareholder declarations set out in this Retail Offer Booklet and on the Entitlement and Acceptance Form.

IRESS will treat you as applying for such whole number of New Shares as your BPAY payment will pay for up to your Entitlement. Any Application Moneys received for more than your allocation of New Shares will be refunded. No interest will be paid to applicants on any Application Moneys received or refunded (wholly or partially).

Please make sure to use the specific Biller Code and unique Customer Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, you will need to complete individual BPAY transactions using the Customer Reference Number specific to each individual personalised Entitlement and Acceptance Form that you receive and under the terms of the agreement you have with your financial institution. If you inadvertently use the same Customer Reference Number for more than one of your Entitlements, you will be deemed to have applied only for your Entitlement to which that Customer Reference Number applies and any excess amount will be refunded.

You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into

consideration when making payment. You may also have your own limit on the amount that you can pay via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit.

6. MAIL OR DELIVER

It is important to note that the Retail Entitlement Offer closes at 5.00pm (Melbourne Time) on 29 August 2013. To participate in the Retail Entitlement Offer, your payment must be received no later than this date. Eligible Retail Shareholders who make payment via cheque, bank draft or money order should mail to the address below:

Mail to: IRESS Limited C/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001

Entitlement and Acceptance Forms (and payments of any Application Moneys) will not be accepted at IRESS’ registered or corporate offices.

For the convenience of Eligible Retail Shareholders in Australia, an Australian reply paid envelope with the appropriate address has been included with this Retail Offer Booklet. Shareholders outside of Australia will need to affix the appropriate postage.

7. WITHDRAWAL OF THE ENTITLEMENT OFFER

IRESS reserves the right to withdraw the Entitlement Offer at any time before the issue of New Shares, in which case IRESS will refund any Application Moneys already received in accordance with the Corporations Act and will do so without interest being payable to applicants.

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ASX announcements

Offer Launch Announcement dated 6 August 2013

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ASX announcements (cont.)

Offer Launch Announcement dated 6 August 2013

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ASX announcements (cont.)

Offer Launch Announcement dated 6 August 2013

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ASX announcements (cont.)

Offer Launch Announcement dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

IRESS Limited Investor Presentation dated 6 August 2013

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ASX announcements (cont.)

Institutional Offer completion Announcement dated 9 August 2013

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ASX announcements (cont.)

Institutional Offer completion Announcement dated 9 August 2013

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ASX announcements (cont.)

Institutional Offer completion Announcement dated 9 August 2013

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ASX announcements (cont.)

Institutional Offer completion Announcement dated 9 August 2013

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Important information

This Retail Offer Booklet, including the enclosed Announcements that were lodged with ASX between 6 August 2013 and 12 August 2013 in relation to the Entitlement Offer and attached personalised Entitlement and Acceptance Form have been prepared by IRESS.

This Retail Offer Booklet (other than the Announcements) is dated 12 August 2013. The Announcements included in this Retail Offer Booklet are current as at 12 August 2013. There may be other announcements that have been made by IRESS after 12 August 2013 and throughout the Retail Entitlement Offer Period that may be relevant to your consideration of whether to participate in the Retail Entitlement Offer. Therefore, you should check whether any further announcements have been made by IRESS before submitting an Application.

No party other than IRESS has authorised or caused the issue of this Retail Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Retail Offer Booklet.

For the avoidance of doubt, to the maximum extent permitted by law, the sole lead manager and underwriter and its affiliates, related bodies corporate, officers, employees, agents and advisors disclaim all liability, including without limitation liability arising from fault or negligence, for any loss howsoever and whenever arising from the use of any of the information contained in this Retail Offer Booklet, and the sole lead manager and underwriter does not act as a fiduciary or agent of any other person.

This information is important and requires your immediate attention.

You should read this Retail Offer Booklet carefully in full before deciding whether to participate in the Retail Entitlement Offer. In particular, you should consider the risk factors outlined in the "Key Risks" section of the enclosed Investor Presentation that could affect the operating and financial performance of IRESS or the value of an investment in IRESS.

You should consult your professional financial advisor to evaluate whether or not to participate in the Retail Entitlement Offer.

IRESS has applied for official quotation of New Shares to be issued under the Entitlement Offer.

1. ELIGIBLE RETAIL SHAREHOLDERS

This Retail Offer Booklet contains an offer of New Shares to Eligible Retail Shareholders in Australia and New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as notionally modified by ASIC Class Order 08/35.

Eligible Retail Shareholders are those holders of Shares who:

•  are registered as a holder of Shares as at 7.00pm (Melbourne Time) on 9 August 2013 (Record Date); [7]

•  have an address on the register in Australia or New Zealand;

•  are not in the United States and are not "U.S. Persons" (as defined under Regulation S under the United States Securities Act of 1933, as amended) and are not acting for the

7 Pursuant to a waiver from ASX and for the purposes of determining Entitlements under the Entitlement Offer, IRESS will disregard transactions in Shares after implementation of the trading halt in IRESS Shares on 6 August 2013, except for settlement of on-market transactions that occurred before the implementation of the trading halt.

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account or benefit of U.S. Persons; and

•  did not receive an offer to participate (other than as nominee) or were otherwise ineligible to participate under the Institutional Entitlement Offer.

IRESS may (in its absolute discretion) extend the Retail Entitlement Offer to any Institutional Shareholder in a foreign jurisdiction which did not participate in the Institutional Entitlement Offer (subject to compliance with applicable laws).

2. ADDITIONAL NEW SHARES

All Eligible Retail Shareholders will be allocated New Shares applied and paid for, up to their Entitlement.

Eligible Retail Shareholders may not apply for additional New Shares in excess of their Entitlement.

3. ROUNDING OF NEW SHARES

Where fractions arise in the calculation of Entitlements, they are rounded up to the next whole number of Shares. Any Application Moneys received for more than your allocation of New Shares will be refunded. No interest will be paid to applicants on any Application Moneys received or refunded (wholly or partially).

4. RECONCILIATION

In any entitlement offer, shareholders may believe that they own more existing shares on the record date than they ultimately do. This may result in a need for reconciliation to ensure all Eligible Shareholders have the opportunity to receive their full Entitlement.

If reconciliation is required, it is possible that IRESS may need to issue a small quantity of additional New Shares (“ Top-Up Shares ”) to ensure all Eligible Shareholders have the opportunity to receive their full entitlement. The price

at which these Top-Up Shares will be issued will be the same as the Offer Price.

IRESS also reserves the right to reduce the number of New Shares allocated to Eligible Shareholders or persons claiming to be Eligible Shareholders, if their Entitlement claims prove to be overstated, if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are not Eligible Shareholders.

6. RENOUNCEABLE OFFER

As the Entitlement Offer is renounceable, entitlements of Ineligible Shareholders and any Entitlements not taken up by Eligible Shareholders will be offered for sale via a bookbuild process. If you take no action or your application is not supported by cleared funds you will have been deemed to have renounced your Entitlement and New Shares equal in number to those attributable to your Entitlement will be offered for sale via a bookbuild process. Any proceeds of sale in excess of the Offer Price (net of any withholding tax) will be paid to you.

If you have provided direct credit payment instructions to IRESS in respect of IRESS dividends, any payment will be made to you in accordance with those instructions. Otherwise, you will be paid by cheque sent by ordinary post to your registered address (or the registered address of the first-named in the case of joint holders).

There is no guarantee that any value will be received for your renounced Entitlement through the bookbuild process. The ability to sell New Shares under the bookbuild and the ability to obtain any premium will depend on various factors, including market conditions. Further, the bookbuild price may not be the highest price available, but will be determined having regard to a number of factors, including having binding and bona fide offers which, in

40

the reasonable opinion of the sole lead manager and underwriter, will, if accepted, result in otherwise acceptable allocations to clear the entire book.

To the maximum extent permitted by law, IRESS, the sole lead manager and underwriter and their respective related bodies corporate, affiliates and the directors, officers, employees and advisors of any of them, will not be liable, including for negligence, for any failure to procure applications under the bookbuild at a price in excess of the Offer Price.

Entitlements cannot be traded on ASX or any other exchange, nor can they be privately transferred.

7. NOT FINANCIAL PRODUCT ADVICE

This Retail Offer Booklet is for information purposes only and is not a prospectus, disclosure document or other offering document under the Corporations Act or any other law and has not been lodged with ASIC. It is also not financial product or investment advice or a recommendation to acquire New Shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. This Retail Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares.

Before making an investment decision, you should consider the appropriateness of the information in this Retail Offer Booklet having regard to your own objectives, financial situation and needs and seek legal and taxation advice appropriate to your jurisdiction. If you have any questions about whether you should participate in the Retail Entitlement Offer, you should seek professional financial advice before making any investment decision.

IRESS is not licensed to provide financial product advice in respect of

New Shares. Cooling off rights do not apply to the acquisition of New Shares.

8. FINANCIAL DATA

All dollar values are in Australian dollars (A$). All pound values are in UK pounds stirling.

All financial data is presented as at 5 August 2013 unless otherwise stated.

9. FUTURE PERFORMANCE

This Retail Offer Booklet contains certain forward looking statements.

Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “should”, “will”, “expect, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue", “objectives”, “outlook”, “guidance” or other similar words, and include statements in this Retail Offer Booklet regarding certain plans, strategies and objectives of management and expected financial performance, the conduct and outcome of the Entitlement Offer, the use of proceeds and IRESS’ debt arrangements.

The forward-looking statements, opinions and estimates provided in this Retail Offer Booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. They involve known and unknown risks, uncertainties and other factors, many of which are outside the control of IRESS and its officers, employees, agents and associates, including the risks set out in the “Key Risks” section of the Investor Presentation. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and their differences may be material. Any forward-looking statements including projections,

41

guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. You should not place undue reliance on forward-looking statements.

IRESS disclaims any responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise. IRESS disclaims any responsibility to update or revise any forward-looking statement to reflect any change in IRESS’ financial condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based, except as required by law.

An investment in New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of IRESS, including possible delays in repayment and loss of income and principal invested. IRESS does not guarantee any particular rate of return or the performance of IRESS, nor does it guarantee the repayment of capital from IRESS or any particular tax treatment. Shareholders should have regard to the "Key Risks" section in the Investor Presentation, and seek their own professional financial advice if they are in any doubt.

10. PAST PERFORMANCE

Past performance and pro forma information in this Retail Offer Booklet is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance including future share price information. Historical information in this Retail Offer Booklet relating to IRESS is information that has been released to the market. For further information, please see past announcements released to ASX.

11. UNDERWRITING

IRESS has entered into an underwriting agreement under which it has been

agreed that the sole lead manager and underwriter will:

•  fully underwrite the Entitlement Offer; and

•  act as lead manager in respect of the Entitlement Offer.

Customary with these types of arrangements:

•  IRESS has provided various representations and warranties;

•  IRESS has indemnified the sole lead manager and underwriter, its directors, officers, employees and advisors against losses in connection with the Entitlement Offer; and

•  the sole lead manager and underwriter may terminate the underwriting agreement and be released from its obligations on the happening of certain events, including if: o the Acquisition Agreement or the Acquisition Funding Agreement is terminated;

• the ASX Firm Commitment is terminated or purported to be terminated or the ASX does not perform its obligations under the ASX Firm Commitment;

• there is a material adverse change in the financial position, results, condition, operations or prospects of the IRESS group from the position fairly disclosed by IRESS on ASX or disclosed by IRESS to the sole lead manager and underwriter before the date of the underwriting agreement;

• the underwriting agreement is breached by IRESS;

• a scheme of arrangement or reconstruction is announced by

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IRESS, or another offer to Shareholders is announced by another person, which, if implemented may result in a person and their associates acquiring a beneficial interest in, or voting power of, 50% or more of the interests in IRESS;

• there is a change in the managing director or chief financial officer of IRESS;

• a representation or warranty given by IRESS in the underwriting agreement is or becomes incorrect, untrue or misleading;

• there is a change in relevant law;

• there is a general moratorium on commercial banking activities in Australia, UK or U.S. or there is a material disruption in commercial banking or share settlement or clearance services in any of those countries;

• there is a suspension or material limitation in the trading or all securities quoted on ASX, London Stock Exchange, New York Stock Exchange or NASDAQ Stock Market;

• there is an outbreak or escalation of hostilities involving any one or more of Australia, the United States, UK, Japan, North Korea, any member of the European Union, Israel or the People’s Republic of China; or

• an obligation arises on IRESS to give ASX a notice in accordance with section 708AA(12)(a) of the Corporations Act (as included in the Corporations Act by ASIC Class Order 08/35).

The ability of the sole lead manager and underwriter to terminate the Underwriting Agreement in respect of some events will depend upon whether

the event has, or is likely to have, a material adverse effect on the success, marketing or settlement of the Rights Entitlement Offer, the value of the Shares, or the willingness of investors to subscribe for the offer of Shares, or where they may give rise to liability of the sole lead manager and underwriter.

The sole lead manager and underwriter will receive a maximum underwriting fee of 1.5% of the proceeds of the Entitlement Offer and a management and selling fee of 0.75% of the proceeds of the Entitlement Offer.

The sole lead manager and underwriter and its affiliates is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses.

The sole lead manager and underwriter and/or its affiliates are acting as exclusive financial adviser to IRESS in relation to the acquisition of Avelo FS Holdings Limited, sole underwriter of both the Institutional Entitlement Offer and Retail Entitlement Offer, and sole mandated lead arranger, underwriter and bookrunner of the A$370m acquisition facilities. It will also provide an FX forward to hedge the equity and a portion of the AUD-debt financing to GBP and will be a counterparty on an AUD/GBP cross-currency swap for the remainder of the debt facility.

It is important to note that the sole lead manager and underwriter will be acting for and providing services to IRESS in relation to the Entitlement Offer and will not be acting for or providing services to Shareholders. The sole lead manager and underwriter has been engaged solely as an independent contractor and is acting solely in a contractual relationship on an arm’s length basis

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with IRESS. The engagement of the sole lead manager and underwriter by IRESS is not intended to create any agency or other relationship between the underwriter and the IRESS shareholders.

12. FOREIGN JURISDICTIONS

This Retail Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

The New Shares being offered under this Retail Offer Booklet are being offered to Eligible Retail Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Retail Offer Booklet is not an investment statement or prospectus under New Zealand law and has not been registered, filed with, or approved by any New Zealand regulatory authority or under or in accordance with the New Zealand Securities Act 1978 or any other relevant law in New Zealand. It may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

This Retail Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer and no action has been taken to register Shares or otherwise permit a public offering of the Shares in any jurisdiction other than Australia and New Zealand. Return of the personalised Entitlement and Acceptance Form shall be taken by IRESS to constitute a representation by you that there has been no breach of any such laws. Eligible Retail Shareholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed.

This Retail Offer Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any

securities in the United States or to any U.S. Person. Shares may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person absent registration or an exemption from registration. The New Shares to be offered and sold in the Entitlement Offer have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and accordingly the New Shares may only be offered and sold in transactions that are not subject to the registration requirements of the Securities Act in reliance on Regulation S thereunder. The distribution of this document outside Australia and New Zealand may be restricted by law. If you come into possession of this Retail Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. In particular, this document or any copy of it must not be taken into or distributed or released in the United States or distributed or released to any U.S. Person. Persons who come into possession of this document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

13. INELIGIBLE SHAREHOLDERS

IRESS has decided that it is unreasonable to make offers under the Retail Entitlement Offer to shareholders who have registered addresses outside Australia and New Zealand, having regard to the number of such holders in those places and the number and value of the New Shares that they would be offered, and the cost of complying with the relevant legal and regulatory requirements in those places. The number of New Shares that would otherwise have been offered to Ineligible Shareholders will be sold under the bookbuild processes described in paragraph 6 above. Any proceeds of such sales in excess of the Offer Price will be paid proportionately to Ineligible Shareholders (net of any withholding

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tax). IRESS and the sole lead manager and underwriter give no assurances as to the price that will be achieved for the sale of the New Shares as described.

The proceeds may have Australian and overseas tax consequences for Ineligible Shareholders depending on their own individual circumstances. Ineligible Shareholders should seek professional tax advice regarding the taxation of any proceeds they receive from the sole lead manager and underwriter.

Ineligible Shareholders should shortly receive a letter from IRESS outlining their rights in relation to the Entitlement Offer.

14. ASX WAIVERS

In order to conduct the Entitlement Offer, IRESS has sought certain waivers from the ASX Listing Rules. ASX has granted IRESS waivers from ASX Listing Rules 3.20.2, 7.1, 7.40 and 10.11 subject to a number of conditions, including that:

•  the record date for the Entitlement Offer is no earlier than the third business day after the date the trading halt for the Entitlement Offer commences, including that date, provided that the trading halt commences before the open of trading on that day;

•  all Shareholders are offered their pro rata share of the Entitlement Offer unless ASX Listing Rule 7.7.1 would permit the Shareholder to be excluded from the Entitlement Offer;

•  New Shares are offered under the Institutional Entitlement Offer and Retail Entitlement Offer at the same price and same ratio; and

•  related parties do not participate beyond their pro rata share.

The waivers also allow IRESS to ignore, for the purposes of determining those

entitled to receive Entitlements, transactions occurring after the announcement of the trading halt in Shares (other than registrations of transactions which were effected through ASX Trade before the announcement of the Entitlement Offer) (" Post Ex-date Transactions "). Transactions ignored under this provision are to be ignored in determining holders and registered holders, and holdings and registered holdings, of Existing Shares as at the Record Date, and references to such holders, registered holders, holdings and registered holdings are to be read accordingly. Therefore, if you have acquired Shares in a Post Ex-date Transaction you will not be entitled to receive an Entitlement in respect of those Shares.

16. TAXATION

Set out below is a summary of the Australian income tax, GST and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. This summary only deals with the Australian income tax, GST and stamp duty implications of the Retail Entitlement Offer if:

• you are an Australian resident for income tax purposes;

• you hold your Shares on capital account; and

• you acquired your Shares on or after 20 September 1985 for the purposes of the Australian CGT rules.

This summary does not apply to you if:

• you are not an Australian resident for income tax purposes;

• you hold your Shares through an employee share plan, on revenue account or as trading stock (including where you hold your shares as assets used in carrying on

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a business or you carry on the business of share trading, banking or investment); or

• you acquired your Entitlements for a reason other than you being an Eligible Retail Shareholder.

The summary below does not take account of any individual circumstances of a particular Eligible Retail Shareholder. You should seek specific taxation advice applicable to your own particular circumstances from your own financial or tax advisers.

The summary below is based on the law in effect as of 12 August 2013.

ISSUE OF ENTITLEMENTS

Subject to the qualifications noted above, the issue of the Entitlements should not itself result in any amount being included in your assessable income.

ENTITLEMENTS SOLD VIA THE BOOKBUILD PROCESS

If you are deemed to have renounced all or part of your Entitlement, new Shares attributable to your renounced Entitlement will be offered for sale via a bookbuild process. Any proceeds of sale in excess of the Offer Price (net of any withholding tax) will be paid to you (referred to as a Retail Premium ).

The Commissioner has released Taxation Ruling TR 2012/1 “Income tax: retail premiums paid to shareholders where share entitlements are not taken up or are not available” ( TR 2012/1 ). In TR 2012/1, the Commissioner expresses his view that, in certain circumstances, retail premiums form part of your assessable income as either an unfranked dividend or as ordinary income. You need to be aware that the Commissioner may seek to apply the tax treatment specified in TR 2012/1 to any Entitlement sold via the bookbuild process.

• In TR 2012/1, the Commissioner expresses an alternative view that, in certain circumstances, Retail Premiums form capital proceeds. If the alternative view is adopted, the following income tax implications are relevant:

• You derive a capital gain for CGT purposes equal to the amount of the Retail Premium received (assuming you do not incur any incidental costs that are eligible to reduce that capital gain).

• If you are an individual, complying superannuation entity or trust and have held your existing Shares for at least 12 months prior to the date all or part of your Entitlement is sold via the bookbuild process, you may be entitled to a CGT discount. The CGT discount would reduce the capital gain included in your assessable income (after application of any current year or carry forward capital losses).

The Commissioner does not support the alternative view in TR 2012/1.

Given the uncertainty surrounding the income tax treatment of Retail Premiums, you should seek specific taxation advice in relation to any renounced Entitlement sold through the bookbuild process.

IRESS considers that it will be obliged to withhold tax in relation to any Retail Premium paid to Eligible Retail Shareholders under the bookbuild process unless you have provided your TFN or ABN to IRESS. If you are an Australian tax resident shareholder, and you have not previously provided your TFN or ABN to IRESS, you may wish to do so prior to the close of the Retail Entitlement Offer to ensure that withholding tax is not applied to any Retail Premium payable to you at the rate of 47%. You are able to provide your TFN or ABN online with the Registry at www.linkmarketservices.com.au. When

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providing your details online, you will be required to enter your Security Reference Number or Holder Identification Number as shown on your Issuer Sponsored/CHESS statements and other personal details such as your postcode.

EXERCISE OF ENTITLEMENTS

If you decide to take up all or part of your Entitlement, you will be issued new Shares with a cost base for CGT purposes equal to the Offer Price plus any non-deductible incidental costs you incur in acquiring the new Shares.

Taking up all or part of your Entitlement should not result in any amount being included in your assessable income.

DIVIDENDS ON NEW SHARES

Any future dividends or other distributions made concerning the new Shares will be subject to the same taxation treatment as dividends or other distributions made on existing Shares held in the same circumstances.

DISPOSAL OF NEW SHARES

On any future disposal of new Shares, you will make a capital gain or capital loss, depending on whether the capital proceeds from disposal are more than the cost base or less than the reduced cost base of the new Shares. The cost base of new Shares is described above.

New Shares will be treated for the purposes of the CGT rules as having been acquired when you exercise your Entitlement to subscribe for them. If you are an individual, complying superannuation entity or trust and have held your new Shares for at least 12 months prior to the date the disposal occurs, you may be entitled to a CGT discount. The CGT discount is described above.

TAXATION OF FINANCIAL ARRANGEMENTS (TOFA)

The Australian TOFA rules provide alternative timing for the recognition of assessable income and deductions from certain financial arrangements.

The TOFA rules should not generally apply on a mandatory basis to:

• individuals;

• superannuation funds and managed investment schemes if the value of their assets is less than $100 million; and

• any other taxpayer that has an aggregated turnover of less than $100 million, assets of less than $300 million and financial assets of less than $100 million.

Taxpayers who are not automatically subject to TOFA can elect to be subject to TOFA.

If the TOFA rules apply to you, you should seek specific taxation advice applicable to your own particular circumstances from your own financial or tax advisers.

OTHER AUSTRALIAN TAXES

No Australian GST or stamp duty is payable upon the grant or exercise of your Entitlement or the acquisition of new Shares.

17. GOVERNING LAW

This Retail Offer Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of applications made pursuant to the Retail Entitlement Offer are governed by the law applicable in Victoria, Australia. Each Shareholder who applies for New Shares submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

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18. INFORMATION AVAILABILITY

Eligible Retail Shareholders in Australia and New Zealand can obtain a copy of this Retail Offer Booklet during the period of the Retail Entitlement Offer at www.iress.com.auor by calling the IRESS Shareholder Information Line on 1300 859 277 (within Australia) or +61 1300 859 277 (outside Australia) at any time from 8.30am to 5.30pm (Melbourne Time) Monday to Friday during the Retail Entitlement Offer Period.

Persons who access the electronic version of this Retail Offer Booklet should ensure that they download and read the entire Retail Offer Booklet. The electronic version of this Retail Offer Booklet on the IRESS website will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling the IRESS Shareholder Information Line.

Neither this Retail Offer Booklet nor the accompanying Entitlement and Acceptance Form may be distributed to, or relied upon by, persons in the United

States or that are, or are acting for the account or benefit of, a U.S. Person, or otherwise distributed in the United States.

19. DISCLAIMER OF REPRESENTATIONS

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Retail Offer Booklet.

Any information or representation that is not in this Retail Offer Booklet may not be relied on as having been authorised by IRESS, or its related bodies corporate, in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of IRESS, its directors, officers and employees, and any other person, warrants or guarantees the future performance of IRESS or any return on any investment made pursuant to this Retail Offer Booklet.

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Glossary

In this Retail Offer Booklet, the following terms have the following meanings:

TERM DEFINITION $ or A$ or dollars Australian dollars ABN Australian Business Number Acquisition Agreement The Share Purchase Agreement between IRESS UK Holdings Limited, Lloyds Capital Development (Holdings) Limited, Kevin John Budge and others Acquisition Funding The Syndicated Facility Agreement between IRESS, Agreement Goldman Sachs Australia Financial Services Pty Ltd and others Allotment The allotment of New Shares under the Retail Entitlement Offer Allotment Date The date of the Allotment, being 10 September 2013 Announcements The ASX Announcement, the Investor Presentation, and the Completion Announcement Application An application to subscribe for New Shares under the Retail Entitlement Offer in accordance with the instructions set out in this Retail Offer Booklet and the personalised Entitlement and Acceptance Form Application Moneys Moneys received from applicants in respect of their Applications ASIC Australian Securities and Investments Commission ASX ASX Limited (ABN 98 008 624 691) or the financial market operated by that entity known as the Australian Securities Exchange (as the context requires)

ASX Announcement The announcement released to ASX on 6 August 2013 in connection with the Institutional Entitlement Offer and included in this Retail Offer Booklet ASX Firm Commitment ASX’s commitment to subscribe for its Entitlements ASX Listing Rules The official listing rules of ASX, as amended or replaced from time to time except to the extent of any waiver granted by ASX

ATO Australian Taxation Office

CGT Capital Gains Tax

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TERM DEFINITION

Commissioner Commissioner of Taxation Completion The announcement released to ASX on 9 August 2013 in Announcement connection with the Institutional Entitlement Offer, and included in this Retail Offer Booklet

Corporations Act

Corporations Act 2001 (Cth)

Eligible Institutional Shareholder

A Shareholder who the sole lead manager and underwriter determines has successfully received an offer to subscribe for New Shares under the Institutional Entitlement Offer on the basis that the Shareholder is an Institutional Investor, including where the offer is made to a person for whom the Shareholder holds Shares

Eligible Jurisdictions Eligible Retail Shareholder A Shareholder who:

Australia and New Zealand

•  is registered as a holder of Shares as at the Record Date and has an address on the register in Australia or New Zealand;

•  is not in the United States and is not a U.S. Person, or acting for the account or benefit of a U.S. Person; and

•  has not already received an offer to participate (other than as nominee) or was otherwise ineligible to participate under the Institutional Entitlement Offer

Eligible Shareholder

A person who is an Eligible Institutional Shareholder or an Eligible Retail Shareholder

Entitlement

The entitlement to 2 New Shares for every 9 Existing Shares held on the Record Date by Eligible Shareholders

Entitlement and The personalised Entitlement and Acceptance Form Acceptance Form accompanying this Retail Offer Booklet upon which an Application can be made

Entitlement Offer

The offer of approximately 28,803,166 New Shares to Eligible Shareholders in the proportion of 2 New Shares for every 9 Existing Shares held on the Record Date, and is comprised of the Institutional Entitlement Offer and the Retail Entitlement Offer

Existing Share

A Share on issue on or before the Record Date

GST

Goods and Services Tax

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TERM	DEFINITION
Ineligible Institutional	A Shareholder that:
Shareholder
	is, or the person for whom it holds Shares is, outside
	the jurisdictions to which the Institutional Entitlement
	Offer will be extended and who is an Institutional
	Investor (or who, if in Australia, would, in the opinion
	of the sole lead manager and underwriter, be likely to
	be an Institutional Investor); or
	the sole lead manager and underwriter and IRESS
	agree will be an Ineligible Institutional Shareholder for
	the purposes of the Institutional Entitlement Offer
Ineligible Retail	A Shareholder who is not an:
Shareholder
	Eligible Retail Shareholder;
	Eligible Institutional Shareholder; or
	Ineligible Institutional Shareholder
Ineligible Shareholder	Either an Ineligible Institutional Shareholder or an
	Ineligible Retail Shareholder or both (as the context
	requires)
Institutional Entitlement	The offer of New Shares to Eligible Institutional
Offer	Shareholders under the Entitlement Offer
Institutional Investor	A person who warrants or represents to the sole lead
	manager and underwriter that they are a person:

•  if in Australia, who is an "exempt investor" as defined in ASIC Class Order 08/35; or

•  in any other case, to whom offers for issue of Shares may lawfully be made in New Zealand, Singapore, Hong Kong, the United Kingdom, Norway, Germany or Switzerland without the need for a lodged prospectus or other disclosure document or other lodgement, registration, filing with or approval by a government agency

Investor Presentation The investor presentation in connection with the Entitlement Offer dated 6 August 2013 and included in this Retail Offer Booklet

IRESS IRESS Limited (ABN 47 060 313 359) Melbourne Time The time and date in Melbourne, Australia New Share A Share issued under the Entitlement Offer Offer Price $7.15 per New Share

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TERM DEFINITION Pound or £ UK pounds stirling Record Date The time and date for determining which Shareholders are registered as a holder of Shares, being 7.00pm (Melbourne Time) on 9 August 2013. Registry Link Market Services Limited (ABN 54 083 214 537) Regulation S Regulation S under the Securities Act Retail Closing Date The last date for Eligible Retail Shareholders to lodge an Application, being 5.00pm (Melbourne Time) on 29 August 2013 Retail Entitlement Offer The offer of New Shares to Eligible Retail Shareholders under the Entitlement Offer, as described in this booklet Retail Entitlement Offer The period commencing on the opening date of the Retail Period Entitlement Offer, as specified in the timetable in the Key Dates for the Retail Entitlement Offer section of this Retail Offer Booklet, and ending on the Retail Closing Date Retail Offer Booklet This booklet dated 12 August 2013, including the Announcements and the Entitlement and Acceptance Form Retail Premium The proceeds of sale in excess of the Offer Price (net of any withholding tax) Securities Act The U.S. Securities Act of 1933, as amended Share One ordinary share in IRESS Shareholder The registered holder of an Existing Share TFN Tax File Number TOFA Taxation of Financial Arrangements rules TR 2012/1 Taxation Ruling TR 2012/1 “Income tax: retail premiums paid to shareholders where share entitlements are not taken up or are not available”

Underwriting Agreement The Underwriting Agreement dated 6 August 2013 between IRESS and the sole lead manager and underwriter, as described in section 11 (Underwriting) of Important Information

U.S. or United States United States of America, its territories and possessions, any state of the United States and the District of Columbia U.S. Persons The meaning given in Rule 902(k) of Regulation S under the Securities Act

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Eligible Retail Shareholder Declarations

IMPORTANT:

If you make an Application, you will be taken to make the following declarations to IRESS.

You:

•  acknowledge that you have read this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form in their entirety;

•  agree to be bound by the terms of the Retail Entitlement Offer;

•  authorise IRESS to register you as the holder of the New Shares allotted to you;

•  declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;

•  declare you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;

•  acknowledge that once IRESS receives the Entitlement and Acceptance Form or any payment of Application Moneys via BPAY, you may not withdraw it;

•  agree to apply for the number of New Shares specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Moneys via BPAY, at the Offer Price per New Share;

•  agree to be issued the number of New Shares that you apply for;

•  authorise IRESS, the sole lead manager and underwriter, the Registry and their respective officers or agents, to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;

•  declare that you are the current registered holder of Existing Shares and are a resident of an Eligible Jurisdiction;

•  acknowledge that the information contained in this Retail Offer Booklet and the Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs, and is not a prospectus, does not contain all of the information that you may require in order to assess an investment in IRESS and is given in the context of IRESS's past and ongoing continuous disclosure announcements to ASX;

•  represent and warrant that the law of any other place does not prohibit you from being given this Retail Offer Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an Application for New Shares;

•  acknowledge the statement of risks in the "Key Risks" section of the Investor Presentation, and that investments in IRESS are subject to investment risk;

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•  acknowledge that none of IRESS and its directors, officers, employees, agents, consultants, advisors, and the sole lead manager and underwriter and its affiliates, directors, officers, employees, agents, consultants or advisors, guarantees the performance of IRESS or the repayment of capital;

•  represent and warrant (for the benefit of IRESS, the sole lead manager and underwriter and their respective affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, and are otherwise eligible to participate in the Retail Entitlement Offer;

•  acknowledge that the Entitlements and the New Shares have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia and New Zealand and, accordingly, the Entitlements may not be taken up, and the New Shares may not be offered, sold or otherwise transferred, in the United States or to, or for the account or benefit of, any U.S. Person;

•  represent and warrant that you are not in the United States and are not a U.S. Person and are not acting for the account or benefit of a U.S. Person;

•  agree not to send this Retail Offer Booklet, the Entitlement and Acceptance Form or any other material relating to the Entitlement Offer to any person in the United States or that is a U.S. Person or is acting for the account or benefit of a U.S. Person;

•  agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and/or of your holding of Shares on the Record Date.

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Corporate Directory

REGISTERED OFFICE

IRESS Limited Level 18 385 Bourke Street Melbourne Victoria 3000 Australia www.iress.com.au

AUSTRALIAN LEGAL ADVISER King & Wood Mallesons Level 50 Bourke Place 600 Bourke Street Melbourne Victoria 3000 Australia

SOLE LEAD MANAGER AND UNDERWRITER Goldman Sachs Australia Pty Ltd Level 46, Governor Phillip Tower 1 Farrer Place Sydney New South Wales 2000 Australia

REGISTRY Link Market Services Level 1 333 Collins Street Melbourne Victoria 3000 Australia

WEBSITE

To view annual reports, information on IRESS, news, announcements, background information on IRESS’ operations and historical information, visit IRESS’ website at www.iress.com.au

IRESS SHAREHOLDER INFORMATION LINE Australia: 1300 859 277 International: +61 859 277

Open 8:30am to 5:30pm (Melbourne Time) Monday to Friday during the Retail Entitlement Offer Period.

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