IRESS LIMITED — Capital/Financing Update 2017

May 3, 2017

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

4 May 2017

ELECTRONIC LODGEMENT

Dear Sir or Madam

RE: IRESS LIMITED – INTRODUCTION OF DIVIDEND REINVESTMENT PLAN

IRESS Limited (“ IRESS ”) is pleased to announce the introduction of a Dividend Reinvestment Plan (“ DRP ”), allowing IRESS shareholders to reinvest their dividends into additional IRESS shares.

Enclosed are copies of the following materials, which IRESS shareholders will shortly receive in relation to the DRP:

• a Letter to IRESS shareholders;

• a DRP Summary Booklet;

• the DRP Rules; and

• the DRP Election Form.

(together the “ Enclosed Documents ”).

Copies of the Enclosed Documents are also available at the “Investors”, “Share information & registry” section of IRESS’ website at www.iress.com.

Yours sincerely

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Peter Ferguson

Group General Counsel & Company Secretary

IRESS Limited Corporate Office: Level 18, 385 Bourke Street MELBOURNE VIC 3000 Australia

T +61 3 9018 5800 Enquires@iress.com www.iress.com.au

Offices in : Australia, Canada, Hong Kong, Malaysia, New Zealand, Singapore, South Africa and United Kingdom

ABN: 47 060 313 359

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IRESS Limited ABN 47 060 313 359

Link Market Services Limited Locked Bag A14 Sydney South, NSW 1235 Telephone: +61 1300 554 474 Facsimile: (02) 9287 0303 ASX Code: IRE Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au

4 May 2017

Dear Shareholder,

Dividend Reinvestment Plan

The directors of IRESS Limited (“ IRESS ”) wish to advise you of the introduction of a Dividend Reinvestment Plan (“ DRP” ), allowing IRESS shareholders to reinvest their dividends into additional IRESS shares.

The DRP will provide IRESS shareholders with a convenient way to increase their shareholdings in IRESS by reinvesting some or all of their dividends in additional IRESS shares instead of receiving cash.

No brokerage, commission or other transaction costs are payable for any additional IRESS shares allocated under the DRP.

The rules of the DRP are set out in the DRP Rules booklet, a copy of which is available on the IRESS website at www.iress.com/au/company/investors/drp. A full copy of the DRP Summary booklet is available on the IRESS website at www.iress.com/au/company/investors/drp or by contacting our share registry service, Link Market Services Limited (the “ Share Registry” ) on 1300 554 474 or email registrars@linkmarketservices.com.au.

Only those shareholders who are resident in, and whose addresses on the register of shareholders are in, Australia are eligible to participate in the DRP.

Participation in the DRP is optional. If you don’t wish to participate, you don’t have to do anything and you will continue to be paid your dividends in cash.

If you wish to participate in the DRP, you can complete a copy of the DRP Election Form electronically via the Share Registry’s website at www.linkmarketservices.com.au or on the IRESS website at www.iress.com/au/company/investors/drp. If you are a shareholder who has opted to receive your shareholder communications via post, you can complete and sign the enclosed DRP Election Form and return it to the Share Registry using the enclosed reply paid envelope.

You can start, vary or cancel your participation in the DRP at any time by giving notice by the applicable record date.

This letter is not investment advice and does not take into account your particular investment objectives, financial situation or needs. If you are in any doubt as to whether you should participate in the DRP, you should consult your legal, financial or other appropriately licensed professional adviser. You should also seek your own taxation advice before deciding whether to participate in the DRP.

EMAIL AND ONLINE COMMUNICATIONS

IRESS is committed to sustainable business practices and we encourage you to access your shareholder communications electronically, including dividend statements, annual reports, company announcements and notices of shareholder meetings. You will always be emailed a link to a secured, encrypted website in order to access these communications.

Receiving shareholder communications electronically, instead of by post, is faster and more costeffective and environmentally friendly.

Action Required

If you have not already elected to access shareholder information electronically, we encourage you to do so by completing the enclosed Email Collection & Online Notification Form (and returning it to the Share Registry in the enclosed reply paid envelope) or by logging onto www.linkmarketservices.com.au and updating your ‘Communications Preferences’.

If you have any other queries regarding the administration of your shareholding, please contact Link Market Services Limited on 1300 303 063 or email registrars@linkmarketservices.com.au.

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Yours faithfully
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Peter Ferguson Company Secretary

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UPDATE YOUR DETAILS ONLINE

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Visit linkmarketservices.com.au and click on “Investor Login” Or scan the QR Code to take you to the Investor Centre

• You may wish to set up a Portfolio* to easily manage multiple holdings

• To update instructions online, setting up a portfolio login is required for joint or company

• holdings.

• Holdings above $50,000 and less than $1,000,000 are also required to update DRP instructions via a portfolio.

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• If you do not have a Portfolio login, please login using the Single Holding login

• Key in IRESS Limited or IRE in the Issuer Name field

• Enter your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) . This is located on the top right hand side of your holding statement.

• Enter your postcode or if your registered address is overseas, click on the outside Australia link to look up your country of residence

• Type in the security code

• Click on the box regarding the terms and conditions

• Click on “Login”

• Go to Payments & Tax

• Click on Reinvestment Plans and complete action instructions.

Dividend Reinvestment Plan – Summary Booklet

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Dividend Reinvestment Plan – Summary Booklet

IRESS Limited Dividend Reinvestment Plan

IRESS has established a Dividend Reinvestment Plan (“DRP”) to enable Eligible Shareholders (as defined in the DRP Rules) to reinvest all or part of their dividends into additional IRESS shares.

This booklet contains information in relation to the DRP. Please read this booklet carefully. The DRP Rules are set out in the DRP Rules booklet, available on the IRESS website, which you should also read carefully before deciding whether to participate in the DRP.

Any information provided by IRESS in this booklet is of a general nature only and does not take into account your personal circumstances. If you are in any doubt as to whether you should participate in the DRP, you should consult your legal, financial or other appropriately licensed professional adviser. You should also seek your own taxation advice before deciding whether to participate in the DRP.

Key Points

dividend, you will have the option of receiving additional IRESS shares, a combination of IRESS shares and cash, or cash only.

No additional cost to participate

You do not have to appoint a broker and you do not have to pay any brokerage, commission or other transaction costs to participate in the DRP.

Residual amounts are carried forward

You will only receive a whole number of additional IRESS shares under the DRP. Where the allocation calculation would otherwise result in a fraction of an additional IRESS share being allocated to you, the residual cash amount attributable to that fraction will be retained (without interest) in your DRP account as a residual positive balance. The total residual positive balance in your DRP account will be carried forward on your behalf to the next dividend in respect of which the DRP applies, for the purposes of calculating the number of additional IRESS shares to be allocated to you under the DRP in respect of that later dividend. If you cancel your participation in the DRP, any residual positive balance in your DRP account will be paid to you.

Reinvestment of dividends

Equal ranking

If you are an Eligible Shareholder, the DRP offers a convenient way for you to increase your shareholding in IRESS by reinvesting some or all of your dividends in additional IRESS shares.

IRESS shares will be allocated at an Offer Price (as defined in the DRP Rules) based on the volume weighted average daily market price of all IRESS shares sold over a period of up to 10 trading days, as determined by the IRESS Board in accordance with the DRP Rules.

Participation in the DRP is voluntary

If you don’t want to participate in the DRP, you don’t have to do anything and you will continue to be paid your dividends in cash.

If you do apply to participate in the DRP, you can change your level of participation, or cancel your participation in the DRP at any time and from time to time, by giving notice by 5.00pm (AEST) on the first business day following the record date for the relevant dividend.

Tailoring to individual circumstances

The DRP provides you with flexibility to choose the way in which you receive the benefit of your IRESS dividends in respect of which the DRP applies. If the DRP applies to a

All additional IRESS shares allocated under the DRP will rank equally in all respects with existing IRESS shares.

DRP statement

A DRP statement will be provided to you as soon as practicable after the time of a dividend payment in respect of which the DRP applies. Your DRP statement will include details of (among other things) any additional IRESS shares allocated to you under the DRP and any residual positive balance carried forward in your DRP account.

DRP Rules

The rules of the DRP are set out in the DRP Rules booklet, available on the IRESS website. This ‘Key Points’ section of this booklet is only a summary of some of the features of the DRP. Nothing in this section ‘Key Points’ or the ‘DRP Election Form’ is intended to modify or otherwise affect the DRP Rules.

Where to find the DRP Election Form

You must use a copy of the DRP Election Form to apply to participate in, or vary your participation in, the DRP.

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Dividend Reinvestment Plan – Summary Booklet

You can complete a copy of the DRP Election Form electronically via the website of IRESS’ share registry, Link Market Services (the “Share Registry”) at www.linkmarketservices.com.au or the IRESS website at www.iress.com/au/company/investors/drp. If you are a shareholder who has opted to receive your shareholder communications via post, you can complete and sign the enclosed DRP Election Form and return it to the Share Registry using the enclosed reply paid envelope.

You can also request a copy of the DRP Election Form at any time by contacting the Share Registry on 1300 554 474 or email registrars@linkmarketservices.com.au.

Eligible Shareholders who are nominees or custodians are advised to seek independent advice as to how to proceed.

• Q. What do I have to do to participate in the DRP?

• A. To participate in the DRP, you can complete the DRP Election Form electronically on the Share Registry’s website at www.linkmarketservices.com.au or the IRESS website at www.iress.com/au/company/investors/drp. If you are a shareholder who has opted to receive your shareholder communications via post, you can complete and sign the enclosed DRP Election Form and return it to the Share Registry using the enclosed reply paid envelope.

Frequently Asked Questions

• Q. What is the DRP?

• A. The DRP allows you to elect to apply some or all of your dividends to the purchase of additional IRESS shares instead of receiving cash. It is a simple and cost effective way to increase your shareholding in IRESS over time.

Q. Is participation in the DRP voluntary?

• A. Yes. If you don’t want to participate in the DRP, you don’t have to do anything and you will continue to be paid your dividends.

• Q. Can I participate in the DRP in respect of some but not all of my IRESS shares?

• A. Yes. You can nominate a specific number of your IRESS shares on the DRP Election Form to participate in the DRP. This is referred to as ‘Partial Participation’. In this case, for each dividend in respect of which the DRP applies, only part of your dividend will be reinvested in additional IRESS shares. The dividend entitlement on the balance of your IRESS shareholding that is not participating in the DRP will be paid to you in cash.

Q. When do I have to return my DRP Election Form by if I want to participate in the DRP?

Q. Who is eligible to participate in the DRP?

• A. All Eligible Shareholders who are resident in, and whose addresses on the register of shareholders are in, Australia may participate in the DRP (as set out in the DRP Rules).

Q. If I hold IRESS shares as a nominee or custodian of a

foreign beneficiary, am I eligible to participate in the DRP on behalf of that foreign beneficiary?

• A. IRESS is not required to determine whether or not any Eligible Shareholder is acting as a nominee or custodian, or the identity or residence of any beneficial owners of IRESS shares.

Where any Eligible Shareholder is acting as a nominee or custodian for a foreign person, that Eligible Shareholder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the DRP is compatible with applicable foreign laws.

• A. For your DRP Election Form to be effective for a particular dividend in respect of which the DRP applies, it must be received by the Share Registry (either in paper format or completed electronically) by 5.00pm (AEST) on the first business day following the record date for determining IRESS’ shareholders’ entitlements to that dividend. If your DRP Election Form is received by the Share Registry or completed electronically after this time, it will not become effective until the following dividend in respect of which the DRP applies.

Q. If I make an election of ‘Full Participation’, do IRESS shares acquired in the DRP participate in the DRP in respect of subsequent dividends?

• A. Yes. If you elect ‘Full Participation’, additional IRESS shares allocated to you under the DRP will be able to participate in the DRP for dividends in respect of which the DRP applies.

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Dividend Reinvestment Plan – Summary Booklet

Q. Am I able to make changes to my participation?

• A. Yes. You can make changes to your level of participation at any time by notifying the Share Registry using the DRP Election Form, and can cancel your participation at any time by notifying the Share Registry using the same form. For the change or cancellation to be effective for an upcoming dividend payment in respect of which the DRP applies, your DRP Election Form must be received by the Share Registry (either in paper format or completed electronically) by 5.00pm (AEST) on the first business day following the record date for the relevant dividend.

• Q. What do I need to do if I have a number of shareholdings in IRESS?

• A. You must complete and lodge a separate copy of the DRP Election Form for each of your shareholdings in IRESS which you would like to participate in the DRP.

Q. Do I have to pay to participate in the DRP?

• A. No. You do not have to appoint a broker and you do not have to pay any brokerage, commission or other transaction costs to participate in the DRP.

will be treated as coming from your IRESS shares that do participate. If you have ceased to hold any IRESS shares by the time of a record date in respect of which the DRP applies, you are deemed to have terminated your participation in the DRP at that record date.

Q. When will I receive details of additional IRESS shares allocated to me under the DRP?

• A. As soon as practicable after allocation of additional IRESS shares under the DRP Rules, you will be sent a DRP statement setting out (amongst other things):

  • the number of IRESS shares which you held on the record date for the relevant dividend;

  • the dividend payable in respect of the IRESS shares which you held on the record date for the relevant dividend, which was applied towards your acquisition of additional IRESS shares;

  • if applicable, the amount of any withholding tax or other amount of tax which has been withheld or deducted from your dividend, in accordance with the DRP Rules;

  • the number and Offer Price of additional IRESS shares allocated to you under the DRP;

  • following your allocation of additional IRESS shares under the DRP, the total number of IRESS shares in respect of which you are the registered holder; and

  • the amount of any residual positive balance in your DRP account.

• Q. At what price will IRESS shares be issued or

transferred to me under the DRP?

• A. Additional IRESS shares will be allocated at an Offer Price, which will be calculated based on the volume weighted average daily market price of all IRESS shares sold over a period of up to 10 trading days, as determined by the IRESS Board in accordance with the DRP Rules. No discount will apply for the purposes of calculating the Offer Price unless the IRESS Board determines otherwise.

• Q. If I cancel my participation in the DRP or sell my IRESS

shares, or if IRESS terminates the DRP, what happens to any balance in my DRP account?

• A. If IRESS terminates the DRP, if you cancel your participation in the DRP or if you sell all of your IRESS shares, any residual positive balance in your DRP account will be paid to you.

Q Can the DRP be modified, suspended or terminated?

• Q. Does participating in the DRP restrict me from selling my IRESS shares?

• A. No. Participating in the DRP does not restrict your ability to sell your IRESS shares.

• A. Yes. The IRESS Board may modify, suspend or terminate the DRP at any time by notification to the market operated by the Australian Securities Exchange.

Q. What about tax implications?

• Q. What happens if I am participating in the DRP and sell some or all of my IRESS shares?

• A. Unless you have given sufficient notice to the contrary beforehand, the IRESS shares disposed of will be treated, to the extent possible, as coming from any IRESS shares that do not participate in the DRP and the balance, if any,

• A. IRESS recommends that you obtain professional taxation advice about the consequences of you participating in the DRP.

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Dividend Reinvestment Plan – Rules Booklet

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Table of contents

1	Definitions and interpretation	3
	1.1 Definitions	3
	1.2 Interpretation	4
2	Commencement of Plan	4
3	Eligibility and participation in the Plan	4
	3.1 Eligible Shareholders	4
	3.2 No transfer	4
	3.3 DRP Election Form	4
	3.4 Joint holders	4
	3.5 Electronic facility	4
	3.6 Multiple shareholding accounts	4
4	Degree of participation	4
	4.1 Participation	4
	4.2 Limited participation	5
	4.3 Application taken to be for full participation	5
5	Acceptance of applications	5
	5.1 Director’s discretion	5
	5.2 Rejection of DRP Election Form	5
	5.3 Effectiveness of DRP Election Form	5
	5.4 Record of DRP Participation	5
	5.5 Significance of applying	5
6	Reinvestment of Dividends	5
	6.1 Reinvestment	5
	6.2 Plan accounts	6
	6.3 Entitlement formula	6
	6.4 No discount unless otherwise determined	6
	6.5 Residual positive balance	6
	6.6 Statements	7
	6.7 Equal ranking	7
	6.8 Allocation of Shares and despatch of statements	7
	6.9 Quotation on ASX	7
	6.10 Underwriting	7
7	Variation or termination of participation	7
	7.1 Notice of Variation	7
	7.2 Participation taken to be terminated	7
	7.3 Part disposal and no notice	7
	7.4 Termination on death or bankruptcy	7
8	Modification, suspension and termination of
	the Plan	8
	8.1 Directors may act	8
	8.2 Modification	8
	8.3 Suspension	8
	8.4 No Dividends during suspension	8

	8.5 Recommencement	8
	8.6 Notice	8
	8.7 No liability	8
	8.8 Omission or non-receipt of notice	8
9	Administration of the Plan	8
10	Participants to be bound	9
11	Costs to Participants	9
12	Governing law	9
13	Additional information	9

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1. Definitions and interpretation

1.1 Definitions

The following words have these meanings in these Rules, unless the contrary intention appears:

AEST means Australian Eastern Standard Time.

Allocation means the issue of Shares to a Participant under the Plan or the transfer of Shares acquired for the purposes of the Plan to a Participant, as the case may be. “Allocate” and “Allocated” have a corresponding meaning.

ASX means ASX Limited (ABN 98 008 624 691) or Australian Securities Exchange as appropriate.

Board means the board of Directors of the Company.

Company means IRESS Limited (ABN 47 060 313 359). Constitution means the constitution of the Company as amended from time to time.

Directors means the directors of the Company acting as a board or any duly appointed committee of the Board.

Dividend means a cash dividend or cash component of a dividend paid by the Company.

DRP Election Form means the application to participate in the Plan in respect of a particular shareholding account in the form that the Directors from time to time approve.

Eligible Shareholder means a person registered as the holder of at least any minimum number of Shares determined by the Directors under Rule 4.1 or Shares other than:

• (a) a person with a registered address in any place where, in the reasonable opinion of the Directors, participation or the making of an offer or invitation to participate in the Plan is unlawful or would require compliance with conditions which the Directors in their sole discretion regard as unacceptable or unduly onerous; or

• (b) a person whose participation in the Plan would otherwise, in the reasonable opinion of the Directors, be unlawful, impractical, impossible or would have an adverse effect on the regulatory approvals or licences which the Company holds or for which it intends to apply.

Listing Rules means the Listing Rules of ASX and any other applicable rules of ASX modified to the extent of any express written waiver by ASX.

Normal Trade means all trades excluding special trades such as special crossings, overseas trades, option exercise trades and any other trade determined by the Board in its discretion to not be reflective of normal trading in Shares.

Notice of Variation means a notice in the form that the Directors from time to time approve for a Participant to increase or decrease the number of the Participant’s Plan Shares.

Offer Price means, in respect of any Shares Allocated under the Plan, the arithmetic average of the daily volume weighted average market price (rounded to the nearest cent) of all Shares sold through a Normal Trade on the ASX automated trading system during a period of not more than 10 trading days, as determined by the Board, commencing two trading days after the record date, or any other date as determined by the Board, in respect of the relevant Dividend, less any discount determined by the Directors under Rule 6.4.

The weighted average market price will be calculated by the Board or a person nominated by the Board, by reference to any information the Board approves for the purpose. A determination by the Board of the price binds all Participants.

Participant means an Eligible Shareholder whose application to participate in the Plan in respect of a particular shareholding account has been accepted by the Directors.

Plan means the IRESS Dividend Reinvestment Plan, the terms of which are set out in these Rules.

Plan Shares means the Shares in a particular shareholding account which are designated by a Participant as Shares the dividend on which is to be applied to acquire Shares under the Plan.

Rules means the rules of the Plan as varied from time to time.

Share Registry means Link Market Services or any other share registry that maintains the Share register of the Company.

Shares means fully paid ordinary shares in the Company, and any other shares in the Company that

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the Directors decide are eligible for participation in the Plan.

1.2 Interpretation

Headings are for convenience only and do not affect interpretation.

Unless the contrary intention appears, in these Rules:

• (a) the word “person” includes a body corporate, a partnership and joint venture;

• (b) the singular includes the plural and vice versa;

• (c) a reference to a document or these Rules includes any variation or replacement of it;

• (d) a reference to a particular person includes a reference to the person’s legal personal representatives, executors, administrators and successors;

• (e) a reference to legislation includes regulations and other instruments made under it and any variation or replacement of any of them;

• (f) a reference to the exercise of a power or discretion includes a decision not to exercise the power or discretion; and

• (g) the meaning of general words is not limited by specific examples introduced by “including”, “for example” or “such as” or similar expressions.

2 Commencement of Plan

The Directors may determine the date on which the Plan and these Rules will commence operation.

3 Eligibility and participation in the Plan

3.1 Eligible Shareholders

The Company may from time to time invite Eligible Shareholders to participate in the Plan.

3.2 No transfer

Participation in the Plan is optional and is not transferable.

3.3 DRP Election Form

Subject to Rule 3.5, to apply to participate in the Plan, Eligible Shareholders must complete, sign and lodge a DRP Election Form with the Share Registry.

3.4 Joint holders

Subject to Rule 3.5, all joint holders of Shares must sign a single DRP Election Form for it to be valid. If one or more of the joint holders of the Shares is not an Eligible Shareholder, none of the joint holders can apply to participate in the Plan with respect to the Shares jointly held.

3.5 Electronic facility

The Directors may determine that Eligible Shareholders can lodge DRP Election Forms electronically, either through the Company’s website or that of an authorised third party. Any electronic facility will be referred to on the Company’s website and announced to the ASX. Any DRP Election Forms lodged electronically must comply with the terms and conditions of the facility.

3.6 Multiple shareholding accounts

An Eligible Shareholder must lodge a separate DRP Election Form for each holding of Shares in relation to which they wish to participate in the Plan.

4 Degree of participation

4.1 Participation

An Eligible Shareholder who wishes to participate in the Plan must elect on the DRP Election Form the degree to which the shareholder wishes to participate in the Plan. Subject to any minimum and/or maximum number of Shares that may be or become Plan Shares determined by the Directors from time to time in respect of an Eligible Shareholder, participation in the Plan may be either:

• (a) full participation - for all the Participant’s shareholding from time to time however acquired (including Shares Allocated under the Plan);

• (b) partial participation - for a specific number of Shares nominated by the Participant together with the Shares acquired under the Plan and any bonus shares issued in respect of Plan Shares. If at the record date for a Dividend, the number of Shares held by the Participant is fewer than the nominated number, then the Plan will apply only to that lesser number for that Dividend; or

• (c) partial participation for a specific proportion of Shares held by the Participant at the relevant time.

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4.2 Limited participation

Despite Rule 4.1, the Directors may at any time by written notice to Eligible Shareholders limit participation in the Plan by limiting the amount of Dividend which may be reinvested under the Plan.

4.3 Application taken to be for full participation

A DRP Election Form received by the Company is taken to be an application for full participation in the Plan for all shareholding accounts of the Eligible Shareholder if the Eligible Shareholder does not clearly indicate:

• (a) the shareholding account to which the election form applies; or

• (b) the degree of participation in the Plan.

An Eligible Shareholder is not entitled to notice under this Rule 4.3.

5 Acceptance of applications

5.1 Director’s discretion

The Directors may in their absolute discretion accept or refuse any DRP Election Form, without having to give any reason for their decision.

5.2 Rejection of DRP Election Form

If the Directors refuse to accept a DRP Election Form, the Company must notify the Eligible Shareholder as soon as is practicable that the DRP Election Form has been rejected.

5.3 Effectiveness of DRP Election Form

Subject to Rule 5.1, an Eligible Shareholder’s participation in the Plan commences from the first Dividend payment after the Company receives the DRP Election Form, provided it is received before 5.00pm (AEST) on the first business day following the record date for that Dividend (or such other time as is prescribed by the ASX), and continues until:

• (a) superseded by a later Notice of Variation;

• (b) the Participant terminates their participation in the Plan; or

• (c) the Plan is suspended or terminated.

5.4 Record of DRP Participation

The Company will record for each shareholding account of each Participant particulars of:

• (a) the name and address of the Participant; and

• (b) the number of Plan Shares held by the Participant from time to time.

The Company’s records will be conclusive evidence of the matters recorded.

5.5 Significance of applying

By applying to participate in the Plan in accordance with Rule 3, an applicant:

• (a) represents to the Directors that it is an Eligible Shareholder;

• (b) authorises the Directors (and their officers or agents) to correct any error in, or omission from, the applicant’s DRP Election Form or any later Notice of Variation;

• (c) acknowledges that the Company may at any time irrevocably determine that the applicant’s DRP Election Form is valid, in accordance with these Rules, even if the DRP Election Form is incomplete, contains errors or is otherwise defective;

• (d) acknowledges that the Directors may reject any DRP Election Form;

• (e) acknowledges any discount applicable under Rule 6.4, may be different from one Dividend to the next; and

• (f) acknowledges that none of the Directors, the Company or the Share Registry has provided the applicant with investment advice or financial product advice and that none of the above has any obligation to provide any advice concerning the applicant’s decision to apply to participate in the Plan.

6 Reinvestment of Dividends

6.1 Reinvestment

The Directors may determine whether to Allocate Shares by issuing new Shares to a Participant or by transferring Shares to a Participant, or a combination of both, to satisfy the obligations of the Company under these Rules. Any Dividends on Plan Shares which the Company is entitled to retain under its Constitution or otherwise will not be available for acquiring Shares.

Any portion of a Participant’s Dividends on Plan Shares:

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• (a) which is deductible by the Company as withholding tax; or

• (b) which the Company is entitled or required to withhold or deduct for any reason from the Dividend payable to that Participant,

will not be applied to acquire Plan Shares.

6.2 Plan accounts

The Directors will establish and maintain a Plan account for each shareholding account of each Participant. At the time of each Dividend payment, the Directors will:

• (a) determine the Dividend payable in respect of the Plan Shares which may be reinvested under the Plan (before any deduction referred to in paragraph (b) below);

• (b) determine any amount to be withheld or deducted under Rule 6.1, and any other sum the Company is entitled to retain in respect of the Plan Shares;

• (c) credit the amount in paragraph (a) above and debit any amount in paragraph (b) above to the Participant’s Plan account;

• (d) determine the maximum whole number of Shares which can be acquired under these Rules by using the amount in the Participant’s Plan account;

• (e) on behalf of and in the name of the Participant, subscribe for or cause the transfer of the number of Shares determined under paragraph (d) above and debit the aggregate Offer Price for those Shares against the balance in the Participant’s Plan account; and

• (f) carry forward any residual positive balance.

6.3 Entitlement formula

The number of Shares Allocated to each Participant will be the whole number equal to, or when not a whole number, the nearest whole number calculated in accordance with the formula below and Rule 6.5:

D – T + R

O

where:

• D is the Dividend payable on the Participant’s Plan Shares as at the record date for that Dividend which may be reinvested under the Plan;

• T is any withholding tax or other sum the Company is entitled to deduct or retain in relation to the Dividend or the Plan Shares;

• R is the residual positive balance carried forward in the Participant’s Plan account;

O is the Offer Price.

Shares will not be Allocated under the Plan if the Allocation would breach the Listing Rules or any applicable law.

6.4 No discount unless otherwise determined

No discount will apply for the purposes of calculating the Offer Price unless the Directors determine otherwise. If the Directors resolve to apply a discount for the purposes of calculating the Offer Price, the discount must not exceed a percentage amount determined by the Directors from time to time.

Any discount determined by the Directors in respect of the Plan for a particular Dividend may differ from any discount determined by the Directors in respect of the Plan for any other Dividend.

The discount allocated for a particular Dividend:

• (a) may be nil; and

• (b) may be varied by announcement on the Company’s website and to ASX at any time, but any variation will not apply to Dividends already announced.

6.5 Residual positive balance

This Rule applies if the number of Shares Allocated under the Plan to any Participant is the nearest whole number below the number determined in accordance with Rule 6.3. If so, the difference between the positive balance of the Participant’s Plan account (before Allocation) and the total subscription price for those Shares will be recorded as a residual positive balance in the Participant’s Plan account. The residual positive balance will be carried forward, on behalf of the Participant, to the next Dividend. No interest will accrue in respect of a residual positive balance. When participation in the Plan terminates, any residual positive balance will be paid to the Participant.

Rounding down

In calculating the number of Plan Shares to be Allocated to a Participant, fractions will be rounded down to the nearest whole number of Shares calculated under the

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Rules. The Participant will be taken to have applied all of the relevant Dividend declared on the Plan Shares in applying for that number of Plan Shares and is not entitled to any fractional entitlements or to receive payment of any residual cash balance in respect of amounts rounded down.

6.6 Statements

As soon as practicable after each Allocation of Shares under the Plan, the Company will send to each Participant, for each shareholding account, a statement setting out:

• (a) the number of the Participant’s Plan Shares on the record date for the relevant Dividend;

• (b) the Dividend payable in respect of that Participant’s Plan Shares which has been applied towards acquiring additional Shares;

• (c) if applicable, the amount of any withholding tax or other amount under Rule 6.2(b) which has been withheld or deducted from the Dividend payment on the Participant’s Plan Shares;

• (d) the number and Offer Price of additional Shares and the date they were acquired by that Participant under the Plan;

• (e) the total number of Shares (including Plan Shares) in respect of which that Participant is the registered holder; and

• (f) the amount of any residual positive balance for that Participant.

6.7 Equal ranking

All Shares Allocated under the Plan will rank equally in all respects with existing Shares.

6.8 Allocation of Shares and despatch of

statements

Shares to be Allocated under the Plan will be Allocated within the time required by the ASX. Shareholder statements for the Shares will be dispatched as soon as practicable after the Allocation if required by the Constitution.

6.9 Quotation on ASX

The Company must apply to the ASX for official quotation of any Shares issued under the Plan, if other Shares of the Company are quoted at that time.

6.10 Underwriting

The Directors may choose to partially or fully underwrite the Plan in respect of any Dividend with one or more underwriters.

7 Variation or termination of participation

7.1 Notice of Variation

By lodging with the Company a Notice of Variation, a Participant may:

• (a) increase or decrease the number of its Plan Shares; or

• (b) terminate its participation in the Plan.

A Notice of Variation must be lodged for each shareholding account. To be effective for a future Dividend, the Notice of Variation must be received by the Share Registry before 5.00pm (AEST) on the first business day following the record date for that Dividend (or such other time as is prescribed by the ASX).

7.2 Participation taken to be terminated

If a Participant disposes of all the Participant’s Shares without giving the Company a Notice of Variation and is not registered as a holder of any Shares at the record date for payment of a Dividend, the Participant is taken to have terminated participation on the last date when the Company registered a transfer of the Participant’s Shares.

7.3 Part disposal and no notice

When a Participant disposes of part of the holding of Shares of that Participant, and does not notify the Company otherwise, the Shares disposed of, to the extent possible, will be taken to be:

• (a) first, Shares which are not Plan Shares; and

• (b) secondly, Plan Shares.

7.4 Termination on death or bankruptcy

If a participant dies, their participation in the Plan terminates when the Directors receive written notice of the death. If a Participant is declared bankrupt or is wound-up, their participation in the Plan terminates when the Directors receive a notification of bankruptcy or winding up from the Participant or the Participant’s trustee in bankruptcy or liquidator, as the case may be. The death, bankruptcy or winding up of one or more joint holders does not automatically terminate

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participation, provided the remaining holder or all remaining joint holders are Eligible Shareholders.

8 Modification, suspension and termination of the Plan

8.1 Directors may act

new DRP Election Form, in accordance with Rule 3.3.

8.6 Notice

The Company will give notice of any:

• (a) termination of the Plan to Participants at least one month before the effective date of the termination;

The Plan may be:

• (a) modified (including by variation of the Rules);

• (b) suspended;

• (b) variation of the Plan or Rules (other than simply an exercise of a discretion, authority or power under these Rules) to Eligible Shareholders at least one month before the effective date of the variation; and

• (c) recommenced; or

• (d) terminated,

by the Directors at any time.

8.2 Modification

If the Plan or Rules are modified, a Participant continues to participate under the Plan unless the Participant terminates its participation in the Plan by submitting a Notice of Variation in accordance with Rule 7.1 or is taken to have terminated its participation under Rule 7.2 or Rule 7.4.

8.3 Suspension

If the Plan is suspended, Participants’ elections as to participation in the Plan cease to be effective and all Shares are taken not to be Plan Shares for the purpose of any Dividend declared while the Plan is suspended.

8.4 No Dividends during suspension

While the Plan is suspended, Dividends on Plan Shares will not be applied by the Directors on the Participant’s behalf in acquiring Shares.

8.5 Recommencement

If the Plan is recommenced following a suspension for:

• (a) less than two consecutive Dividend payment dates, the Participant’s previously suspended DRP Election Form will be reinstated and be valid and effective in accordance with these Rules for the purposes of the recommenced Plan, unless determined otherwise by the Directors and notified to Participants in accordance with Rule 8.6; or

• (b) two or more consecutive Dividend payment dates, each Participant who wishes to participate in the recommenced Plan must complete and submit a

• (c) suspension or recommencement of the Plan to Participants as soon as reasonably practicable before or after the effective date of the suspension or recommencement.

Notice may be provided in any manner (including, but not limited to, by public announcement, advertisements in any newspapers circulating generally in Australia, notice on the Company’s website, announcement to ASX or mailed written notices) which the Directors consider appropriate to bring the termination, variation, suspension or recommencement to the notice of the Participants or Eligible Shareholders, as the case may be, having regard to the nature of the event for which notice is being given.

8.7 No liability

Any variation, suspension, recommencement or

termination of the Plan will not give rise to any liability on the part of, or right of action against, the Company nor its Directors, officers, employees, representatives or agents.

8.8 Omission or non-receipt of notice

The accidental omission to give notice of variation, suspension or termination to any Participant or the nonreceipt of any notice by any Participant will not invalidate the variation, suspension or termination of the Plan.

9 Administration of the Plan

The Directors will administer the Plan in accordance with the Listing Rules and the Constitution. The Directors have the power to:

• (a) determine procedures for administration of the Plan consistent with the Rules;

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• (b) settle in any manner as they think expedient any difficulties, anomalies or disputes which may arise in connection with the operation of the Plan, whether generally or in relation to any Participant or any Shares. Any determination of the Directors is conclusive and binding on all Participants and other persons to whom the determination relates; and

• (c) delegate to any person for any period of time and on any conditions as they determine, the exercise of any of their powers or discretions under the Plan.

10 Participants to be bound

Participants are at all times bound by the Rules of the Plan.

11 Costs to Participants

No brokerage, commission or other transaction costs will be payable by Participants in respect of Shares Allocated under the Plan. However, the Company does not assume liability for any taxes or other imposts assessed against or imposed on a Participant.

12 Governing law

These Rules will be governed by and construed in accordance with the laws of Victoria, Australia.

13 Additional information

A copy of the Company’s most recent annual report and financial statements is available to every Eligible Shareholder free of charge from the Company’s website or on request by contacting the Share Registry.

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All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone (free call within Australia): +61 1300 554 474 Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303

IRESS Limited

ABN 47 060 313 359

NAME AND ADDRESS OF SHAREHOLDER

ASX Code: IRE Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au

SRN/HIN

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A DIVIDEND REINVESTMENT PLAN ELECTION OR VARIATION

Please use a BLACK pen. Print CAPITAL letters inside the shaded areas.

A B C

Where a choice is required, 1 2 3 X mark the box with an ‘X’

This form is to be completed where an Eligible Shareholder wishes to have their payments reinvested under the rules of the IRESS Dividend Reinvestment Plan (“Plan”).

I/We being the above named Eligible Shareholder(s) of registered Ordinary Shares in the capital of IRESS (“Shares”) wish to participate in the Plan as indicated in the “Degree of Participation” section below.

I/We authorise the reinvestment of all or part of the dividends which are payable on my/our Shares (in accordance with the “Degree of Participation” section below) into additional shares, subject to the rules of the Plan.

I/We hereby agree to be bound by the rules of the Plan in subscribing for additional Shares.

I/We acknowledge that I/we may vary or cancel my/our participation in the Plan, in accordance with the rules of the Plan. This will cancel any earlier Plan instructions and take priority over any direct credit instructions.

I/We acknowledge that for a variation or cancellation to be effective for a particular dividend in respect of which the Plan applies, my/our variation or cancellation must be received by Link Market Services Limited (either in paper form or completed electronically) by 5:00pm (AEST) on the first business day following the record date for determining IRESS’ shareholders entitlements to that dividend.

Degree of Participation (cross appropriate box):

FULL PARTICIPATION – Including any further acquisitions.

or

PARTIAL PARTICIPATION –

Please specifiy the percentage of or Shares to participate in the Plan.

Please specify the number of Shares to participate in the Plan

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%

B SIGNATURE(S) OF ELIGIBLE SHAREHOLDER(S) – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Director/Company Secretary (delete one) Secretary/Director (delete one) Date _//__

Signing Instructions: This form should be signed by the Eligible Shareholder. If a joint holding, all Eligible Shareholders should sign. If signed by the Eligible 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) (or for New Zealand companies, the Companies Act 1993 ).

Personal Information Collection Notification Statement: Link Group advises that personal information it holds about you (including your name, address, date of birth and details of the financial assets) is collected by Link Group organisations to administer your investment. Personal information is held on the public register in accordance with Chapter 2C of the Corporations Act 2001. Some or all of your personal information may be disclosed to contracted third parties, or related Link Group companies in Australia and overseas. Your information may also be disclosed to Australian government agencies, law enforcement agencies and regulators, or as required under other Australian law, contract, and court or tribunal order. For further details about our personal information handling practices, including how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (AEST) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy.

IRE DRP001