RECKON LIMITED — AGM Information 2013

Apr 17, 2013

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Reckon Limited (“the Company”) will be held at the registered office of the Company at Level 12, 65 Berry Street, North Sydney NSW 2060 on Thursday 23 May 2013 at 10:00am .

General Business

Item 1 — Consideration of Reports and Statements

To receive and consider the Directors’ Report for the financial year ended 31 December 2012, the Annual Financial Report for that year, the Directors’ Declaration and the Independent Audit Report.

Note: There is no requirement for shareholders to approve these reports.

Item 2 — Resolution for the re-election of John Thame as a Director

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

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

Note: The Chairman of the Meeting intends to vote undirected proxies in favour of Mr Thame’s re-election .

Item 3 — Non binding vote to adopt remuneration report

The remuneration report is on pages 14 to 21 of the Annual Report.

This resolution is advisory only and does not bind the Company or the Directors.

• If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company Directors (other than the Managing Director) would need to stand for re-election.

By Order of the Board.

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Myron Zlotnick

Company Secretary 25 March 2013

Reckon Limited ABN 14 003 348 730 | Level 12, 65 Berry Street North Sydney NSW 2060 Australia T +61 2 9577 5000 | F +61 2 9577 5555 | info@reckon.com.au | www.reckon.com.au

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HOW TO VOTE

Eligibility to attend & vote

In accordance with the Corporations Law and the regulations made thereunder, the Board has determined that in relation to the Annual General Meeting of the Company convened by this Notice of Meeting, shares will be taken to be held by the persons who are the registered holders at 10.00am (Sydney time) on 21 May 2013.

Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

A member entitled to vote at the meeting has the right to appoint a proxy to attend and vote instead of the member. A proxy need not be a member. A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and does not specify the proportion or number which each proxy is to exercise, then, in accordance with Section 249X(3) of the Corporations Law, each proxy may exercise half of the votes for which the proxies are appointed.

If you appoint a proxy, you may still attend the meeting. However, your proxy’s right to speak and to vote are suspended while you are present. Accordingly you will be asked to revoke your proxy if you register at the meeting.

Please note the restrictions on proxies relating to Item 3 as described below.

If the Chairman of the Meeting is to be your nominated proxy, please place a mark in the relevant box on the proxy form.

By marking this box you acknowledge and give express instructions that: the Chairman of the Meeting may exercise your proxy, either in accordance with your express directions as indicated on the proxy appointment form or where you have not directed your proxy, the proxy will be exercised as the Chairman of the Meeting decides, even though Item 3 is connected directly or indirectly with the remuneration of a member of Key Management Personnel; and even if the Chairman has an interest in the outcome of those items.

The Chairman of the Meeting intends to vote undirected proxies in favour of each of the agenda items. However, in respect of Item 3 (Remuneration Report), this is subject to the Chairman being given the express authorisation referred to above.

Restriction on Proxies relating to Item 3 (Remuneration Report)

Key Management Personnel (other than the Chairman) and their Closely Related Parties can only cast a proxy vote on the advisory resolution for adoption of the remuneration report (Item 3) if:

• the person for whom they are casting the proxy vote is not a member of the Key Management Personnel or of their Closely Related Parties; and

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• the written proxy appointment directs how the vote is to be cast on the resolution.

Appointment of Proxy & Lodgement

A form for appointment of proxy is enclosed.

To be effective:

If you appoint the Chairman of the Meeting as your proxy (or if the Chairman is appointed your proxy by default) you can:

• direct the Chairman to vote by marking the relevant boxes in Step 2 to indicate your direction to vote, ie “for”, “against” or “abstain”;

or

• if you do not direct the Chairman of the Meeting how to vote on Item 3, you will be taken to have expressly authorised the Chairman to exercise your Proxy as decided by the Chairman.

The Chairman of the Meeting intends to vote all available proxies in favour of Item 3,

The Remuneration Report identifies Reckon’s Key Management Personnel for 2012. Their Closely Related Parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control.

• the document appointing the proxy (and the original, or a certified copy, of the power of attorney or other instrument under which the document appointing the proxy is signed or executed); and

• must be received by the Company at least 48 hours before the meeting, ie. by 10.00am (Sydney time), Tuesday 21 May 2013.

The documents should be delivered to the Company at:

Computershare GPO Box 242 Melbourne NSW 3001 Fax: 61 3 9473 2555.

No facility exists for receiving proxies by email.

Please refer to other notes appearing on the enclosed Proxy Form.

Voting Exclusions

There are no voting exclusions, other than the voting exclusion relating to the Key Management Personnel and their Closely Related Parties in relation to Item 3 (Remuneration Report).

Corporate Representative

A representative of a company attending the meeting must present at the meeting satisfactory evidence of his or her appointment to attend on the company’s behalf, unless previously lodged with the Company.

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EXPLANATORY NOTES

Limited, where he has been a Director since 2002. John was appointed to the Board on 19 July 1999.

General Business

Item 1 Annual Financial Report

The Corporations Law requires the Reports of the Directors and of the Auditors and the Annual Financial Report, including the Financial Statements, to be laid before the Annual General Meeting.

Neither the Corporations Law nor the Company’s Constitution requires a vote of shareholders at the Annual General Meeting on such Reports or Statements. However, shareholders will be given ample opportunity to raise questions on the reports and statements at the meeting. The Company’s auditors will also be present to answer any questions.

Item 2 Re-election of John Thame as a Director

Pursuant to Clause 6.1 of the Company’s Constitution, the Chairman John Thame retires by rotation as Director of the Company. Being eligible, John Thame offers himself for re election.

John Thame has a lifetime of experience in the retail financial services industry. He was Managing Director of Advance Bank Limited from 1986 until it merged with St George Bank Limited in January 1997 and held a variety of senior positions in his career with Advance. John was Chairman of St George Bank Limited from 2005 to 2008 and a member of the St George Bank Limited board until 1 July 2008. He is also Chairman of Abacus Property Trust Group

John is a valuable member of the Board and has contributed to the success of the Company.

The Directors unanimously recommend that shareholders vote in favour of Item 2.

Item 3 Non-binding advisory vote on the Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out on pages 14 to 21 of the 2012 Annual Report.

The Remuneration Report sets out the policies for the remuneration of Directors and Key Management Personnel. It also sets out required disclosures relating to the types and amounts of remuneration paid to Directors and senior executives. An opportunity for discussion of the Remuneration Report will be provided at the Annual General Meeting.

The Corporations Act 2001 requires listed companies to put an annual non-binding resolution to shareholders to adopt the Remuneration Report. In line with the legislation, the vote on Item 3 is advisory only, and does not bind the Directors. However, the Board will take into account the discussion on this Item and the outcome of the vote when considering the future remuneration arrangements of the Company.

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Under the Corporations Act 2001, for any AGM held on or after 1 July 2011, the Two Strikes Rule applies:

• if at least 25% of the votes cast, are against the adoption of the Remuneration Report, the Company’s next Remuneration Report must explain the Board’s proposed action in response or explain why no action has been taken; and

• if, at the AGM in the following year (2nd AGM), at least 25% of the votes cast are voted against the adoption of the Remuneration Report resolution.

The Two Strikes Rule requires that at the 2nd AGM, a resolution (a spill resolution) must be put to the shareholders that another meeting be held within 90 days at which all the Directors, excluding the Managing Director, would need to stand for reelection.

If this occurs, all Directors, excluding the Managing Director, would cease to hold office immediately before the end of the spill meeting. This would leave the Company without any Directors, other than the Managing Director, until the spill meeting at which Directors to the Company are to be appointed.

Parties in accordance with the requirements of the Corporations Act 2001 (Cth).

However, the Chairman of the Meeting will not disregard a vote if:

• It is cast in accordance with the written direction on the proxy form authorising the Chairman to vote as the Chairman decides notwithstanding that Item 3 is connected directly or indirectly with the remuneration of a member of Key Management Personnel or if the Chairman has an interest in the outcome of the resolution; or

• It is cast by a member of the Key Management Personnel or their Closely Related Parties as a proxy with the written direction as to how that proxy is to be exercised,

and provided that the vote is not cast on behalf of a member of the Key Member Personnel or their Closely Related Parties.

The Remuneration Report identifies Reckon’s Key Management Personnel for 2012. Their Closely Related Parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control.

Voting Exclusion for Item 3

The Chairman of the Meeting will disregard any votes cast on Item 3 by a member of the Key Management Personnel or their Closely Related

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Clive Rabie Group CEO 25 March 2013

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Lodge your vote:



Online:

www.investorvote.com.au

ABN 14 003 348 730



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 RKN MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 855 080 (outside Australia) +61 3 9415 4000

Proxy Form

 www.investorvote.com.au

Vote online or view the annual report, 24 hours a day, 7 days a week:

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999 Review and update your securityholding  PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. details

 For your vote to be effective it must be received by 10.00am (Sydney time) Tuesday 21 May 2013

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

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Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf XX I/We being a member/s of Reckon Limited hereby appoint the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s).

XX

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Reckon Limited to be held at the registered office of the Company at Level 12, 65 Berry Street, North Sydney NSW 2060 on Thursday 23 May 2013 at 10:00am and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 3 (except where I/we have indicated a different voting intention below) even though Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 3 by marking the appropriate box in step 2 below.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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For Against Abstain
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• 2 Re-election of John Thame as a Director. 3 To adopt the remuneration report.

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The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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