IRESS LIMITED — Director's Dealing 2019

Jun 16, 2019

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

17 June 2019

Dear Sir or Madam

RE: APPENDIX 3Y – ANDREW WALSH – CEO & MANAGING DIRECTOR

Please find attached an Appendix 3Y Notice relating to the sale by Andrew Walsh, IRESS CEO, of 120,000 shares completed on 12 June 2019.

This transaction has been undertaken to meet normal tax obligations arising on the vesting of equity grants forming part of the CEO’s remuneration package.

As detailed in the 3Y, following the transaction Andrew Walsh has a total of 628,752 vested shares (held directly and indirectly) and unvested Deferred Share Rights and Equity Rights, exceeding 4 times base salary (at current share price). In addition, Andrew Walsh holds 430,948 unvested Performance Rights.

Yours sincerely

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Peter Ferguson Group General Counsel & Company Secretary

T +61 3 9018 5800 Enquiries@iress.com www.iress.com

IRESS Limited Corporate Office: Level 16, 385 Bourke Street MELBOURNE VIC 3000 Australia ABN: 47 060 313 359

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

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	IRESS Limited
ABN	47 060 313 359

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Andrew Walsh
Date of last notice	28 May 2019

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	12 June 2019

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

	No. of securities held prior to change		Ordinary Shares Direct: 481,805 Indirect: 44,909 526,714 Unvested Share/Rights Grants Overview: Deferred Share Rights all Series: 142,018 Performance Rights pre-2019 Series: 350,928 Unvested Rights Grants under revised 2019 executive remuneration framework: Equity Rights: 80,020 Performance Rights: 80,020 Unvested Share/Rights Grants Details: 2015 Series – To be retested in November 2019 Performance Rights 2015: • 4 year term, granted 7 May 2015, 3 year measurement period commencing 7 May 2016: - 19,800 • 4 year term, granted 7 May 2015, 4 year measurement period commencing 7 May 2015: - 10,440 2016 Series Performance Rights 2016: • 4 year term, granted 7 May 2016, 3 year measurement period commencing 1 Jan 2017: - 60,000 • 4 year term, granted 7 May 2016, 4 year measurement period commencing 1 Jan 2016: - 60,000 2017 Series Deferred Shares Rights 2017: • 3 year term: - 47,575 Performance Rights 2017: • 4 year term, 3 year measurement period commencing 1 Jan 2018: - 54,739 • 4 year term, 4 year measurement period commencing 1 Jan 2017: - 54,739 2018 Series Deferred Shares Rights 2018: • 3 year term, granted 10 May 2018: - 51,707 Performance Rights 2018: • 4 year term, granted 10 May 2018, 3 year measurement period commencing 1 Jan 2019: - 45,605 • 4 year term, granted 10 May 2018, 4 year measurement period commencing 1 Jan 2018: - 45,605

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

		2019 Series Deferred Shares Rights 2019: • 3 year term, granted 9 May 2019: - 42,736 2019 Series – New Framework Equity Rights 2019: • 2 year term, granted 9 May 2019: - 80,020 Performance Rights 2019: • 3 year term, granted 9 May 2019 - 80,020
Class		Ordinary
Number acquired		Nil
Number disposed		120,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		Average price per share: $13.34 Total proceeds on sale: $1,597,733
No. of securities held after change		Ordinary Shares Direct: 361,805 Indirect: 44,909 406,714 Unvested Share/Rights Grants Overview: Deferred Share Rights all Series: 142,018 Performance Rights pre-2019 Series: 350,928 Unvested Rights Grants under revised 2019 executive remuneration framework: Equity Rights: 80,020 Performance Rights: 80,020 Unvested Share/Rights Grants Details: 2015 Series – To be retested in November 2019 Performance Rights 2015: • 4 year term, granted 7 May 2015, 3 year measurement period commencing 7 May 2016: - 19,800 • 4 year term, granted 7 May 2015, 4 year measurement period commencing 7 May 2015: - 10,440 2016 Series Performance Rights 2016: • 4 year term, granted 7 May 2016, 3 year measurement period commencing 1 Jan 2017:-60,000

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

• 4 year term, granted 7 May 2016, 4 year measurement period commencing 1 Jan 2016: - 60,000 2017 Series Deferred Shares Rights 2017: • 3 year term: - 47,575 Performance Rights 2017: • 4 year term, 3 year measurement period commencing 1 Jan 2018: - 54,739 • 4 year term, 4 year measurement period commencing 1 Jan 2017: - 54,739 2018 Series Deferred Shares Rights 2018: • 3 year term, granted 10 May 2018: - 51,707 Performance Rights 2018: • 4 year term, granted 10 May 2018, 3 year measurement period commencing 1 Jan 2019: - 45,605 • 4 year term, granted 10 May 2018, 4 year measurement period commencing 1 Jan 2018: - 45,605 2019 Series Deferred Shares Rights 2019: • 3 year term, granted 9 May 2019: - 42,736 2019 Series – New Framework Equity Rights 2019: • 2 year term, granted 9 May 2019: - 80,020 Performance Rights 2019: • 3 year term, granted 9 May 2019 - 80,020

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back

On market sale.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

art 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 5