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IRESS LIMITED Share Issue/Capital Change 2012

Jun 28, 2012

65141_rns_2012-06-28_e3dd7b1a-e949-4d19-a309-9ca81464c0b9.pdf

Share Issue/Capital Change

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

IRESS Limited

ABN

47 060 313 359

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities, the amount outstanding
and due dates for payment; if
+convertible
securities,
the
conversion price and dates for
conversion)
Fully Paid Ordinary
1,392,861 Ordinary shares issued
(see item 6 on the next page for a breakdown of
composition)

4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities?

Yes

If the additional securities do not rank equally, please state:

  • the date from which they do

  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  • 5 Issue price or consideration

In relation to Deferred Share Rights granted to staff in May 2010 @ $1 per series per participant = $16 Total consideration: $16

Funding made available to the IRESS Employee share trust, and the total price paid by the IRESS Employee Share trust in subscribing for shares to meet the above obligations and the 2012 grants of Deferred Shares = $8,607,881 which represents $6.18 per share.

$6.18 was the closing share price on 07/05/12.

  • See chapter 19 for defined terms.

Appendix 3B Page 2

11/3/2002

  • 6 Purpose of the issue 1. Issued to satisfy obligations arising from the May (If issued as consideration for the 2012 vesting of share grants in prior periods, namely: acquisition of assets, clearly identify a) 65,410 shares issued in relation to Deferred those assets) Share Rights granted to staff in May 2010

    1. Issued to satisfy obligations arising from offers of May 2012 Deferred Shares made to staff and the Managing Director.

    2. a) 946,740 shares issued in relation to May 2012 Deferred Shares grants made to staff a. 258,020 have a 2 year vesting term b. 688,720 have a 3 year vesting term

    3. b) 333,361 shares issued in relation to May 2012 Deferred share grants made to staff associated with the establishment of IRESS’ UK operations – these share grants have specific qualitative and quantitative performance criteria; a. 45,628 have a 1 year vesting term b. 57,556 have a 2 year vesting term c. 69,145 have a 3 year vesting term d. 161,032 have a 4 year vesting term

    4. c) 65,000 shares issued in relation to the 2012 Deferred Share grant made to Andrew Walsh (Managing Director). These all have a 3 year vesting term.

  • There were 17,650 unallocated treasury shares arising from lapses and cancellations, which are now reallocated.

  • After adjusting for treasury shares, the net new shares subscribed for = 1,392,861

  • 7 Dates of entering[+] securities into 28 June 2012 uncertificated holdings or despatch of certificates Number +Class

  • 8 Number and +class of all 128,428,871 Ordinary (IRE) +securities quoted on ASX ( including the securities in clause 2 if applicable)

Number +Class 9 Number and +class of all +securities not quoted on ASX ( including the securities in clause 2 if applicable)

  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is
security
holder
approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the+securities will
be offered
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
18 Names of countries in which the
entity has+security holders who
will
not
be
sent
new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing
date
for
receipt
of
acceptances or renunciations
20 Names of any underwriters
  • See chapter 19 for defined terms.

Appendix 3B Page 4

11/3/2002

21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount
of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements_in full_through a
broker?
31
How do+security holders sell_part_
of their entitlements through a
broker and accept for the balance?
  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities

  • ( tick one )

  • (a)[Securities described in Part 1 ]

  • (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

(now go to 43)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

11/3/2002

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:

  • the date from which they do

  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class

  • 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

(now go to 43)

All entities

Fees

  • 43 Payment method (tick one)

[Cheque attached ]

[Electronic payment made ]

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

Periodic payment as agreed with the home branch has been arranged

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • See chapter 19 for defined terms.

Appendix 3B Page 8

11/3/2002

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

==> picture [131 x 45] intentionally omitted <==

Date: 29 June 2012

PP: Company Secretary

Print name: Peter Ferguson

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 9

11/3/2002