RECKON LIMITED — AGM Information 2014

Apr 27, 2014

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Notice of Annual General Meeting

Notice is h e reby given that the Ann u al General M eeting of R eckon Limit e d (“the Co m pany”) will b e held at the register e d office of the Compan y at Level 12, 65 Berry Street, North Sydney NSW 2060 on Wednesday 21 May 2014 at 10:00 am .

General Business

Item 1 — Consideration of Reports and Statements

To receive a nd conside r the Directors’ Report f o r the financi a l year ende d 31 Decem b er 2013, th e Annual Financial R e port for tha t year, the Directors’ De c laration and the Indepe n dent Audit R eport.

Note: Ther e is no requi r ement for s h areholders t o approve t h ese reports

Item 2 — Resolution for the re-election of Ian Ferrier as a Director

To conside r and, if thought fit, to pa s s the following resolution as an ordi n ary resoluti o n:

“That Ian F e rrier be re- e lected as a Director of t h e Compan y .”

Note: The C hairman of the Meeting intends to v o te undirect e d proxies in favour of Ia n Ferrier’s r e -election

Item 3 — Non binding vote to adopt remuneration report

The remun e ration repo r t is on page s 14 to 21 o f the 2013 Annual Repo r

This resolu t ion is advis o ry only and does not bi n d the Comp a ny or the Directors.

• If 2 5 % or more of votes tha t are cast ar e voted agai n st the adop t ion of the R e muneratio n Report at tw o consecutiv e AGMs, sh a reholders w i ll be required to vote at t he second o f those AG M s on a res o lution (a “s p ill resolutio n ”) that anot h er meeting b e held within 90 days a t which all of the Co m pany Dire c tors (other t h an the Man a ging Direct o r) would need to stand f or re-electi o n.

By Order o f the Board.

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Myron Zlotnick Company S ecretary 20 March 2 0 14

Reckon Limited ABN 14 00 3 348 730 | L e vel 12, 65 Be r ry Street Nort h Sydney NS W 2060 Australi T +61 2 9577 5000 | F +61 2 957 7 5555 | info @ reckon.com.au | www.rec k on.com

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HOW TO VOTE

Eligibility to attend & vote

In accorda n ce with the C orporation s Law and th e regulations made there u nder, the B o ard has determined that in relation to the Annual Gener a l Meeting of t he Compan y convened by this Noti c e of Meeting, shares will b e taken to b e held by th e persons who are the re g istered hol d ers as at 10.00am (Sydney time) on Monday 19 May 2014.

Accordingl y , share tran s fers registe r ed after tha t time will be disregarded in determin i ng entitlement s to attend and vote at the meeting.

Proxies

A member e ntitled to v o te at the meeting has th e right to app o int a proxy to attend an d vote inste a d of the mem b er. A proxy need not b e a member. A member w h o is entitled to cast 2 or more votes may appoi n t 2 proxies a nd may spe c ify the proportion o r number of votes each proxy is appointed t o exercise. I f a member a ppoints 2 proxies an d does not s p ecify the pr o portion or number wh i ch each pro x y is to exer c ise, then, i n accordanc e with Sectio n 249X(3) of the Corporatio n s Law, eac h proxy may e xercise hal f of the vote s for which t h e proxies ar e appointed .

If you appo i nt a proxy, y ou may still attend the meeting. H o wever, you r proxy’s rig h t to speak a n d to vote are s uspended w hile you ar e present. Accordingl y you will be a sked to revoke your proxy if you register at the meeting.

Please note t h e restrictio n s on proxie s relating to It e m 3 as des c ribed belo w .

If the Chairm a n of the Me e ting is to b e your n o minated pr o xy, please p lace a mar k in the r e levant box o n the proxy form.

B y marking this box you a c knowledge and give e x press instr u ctions that t h e Chairma n of the M eeting may e xercise yo u r proxy:

• either in accorda n ce with you r express directions as indi c ated on the proxy appointment form ; or

• wher e you have not directed y our proxy, the p r oxy will be e xercised as the Chair m an of the M eeting deci d es,

e v en though I t em 3 is connected dire c tly or indirectly with the remune r ation of a member of Key Manage m ent Person n el; and eve n if the Chairman ha s an interest in the outco m e of those it e ms.

T h e Chairma n of the Mee t ing intends t o vote u n directed pr o xies in favo u r of each o f the agenda it e ms. Howev e r, in respe c t of Item 3 ( R emuneration Report), t h is is subject to the Chairman bei n g given the express authorisation r e ferred to ab o ve.

Restriction on Proxies relating to Item 3 (Remuneration Report)

Key Management Pers o nnel (other t han the Chairman) a nd their Cl o sely Relate d Parties ca n only cast a proxy vote o n the advis o ry resolutio n for adoptio n of the rem u neration re p ort (Item 3) i f:

• the person for w hom they a r e casting th e pro x y vote is n o t a member of the Key Ma n agement P e rsonnel or o f their Clos e ly Related Parties; and

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T h e Remuneration Repor t identifies Reckon’s Key Manage m ent Person n el for 2013. Their Closely Relat e d Parties a r e defined in the Corporations A ct 2001, a n d include c e rtain of thei r f a mily memb e rs, depend a nts and co m panies they c o ntrol.

Appointment of Proxy & Lodgement

A form for ap p ointment of proxy is en c losed.

T o be effectiv e :

• the written proxy appointment directs ho w the vote is to be cast o n the res o lution.

If you appo i nt the Chair m an of the M eeting as your proxy ( or if the Ch a irman is ap p ointed your proxy by d e fault) you c a n:

• dir e ct the Chair m an to vote by marking the relevant bo x es in Step 2 to indicate yo u r direction t o vote, ie “fo r ”, “against” o r “ab s tain”;

or

• if y o u do not dir e ct the Chai r man of the Me e ting how to vote on Ite m 3, you will b e tak e n to have e x pressly aut h orised the Ch a irman to ex e rcise your P roxy as de c ided by the C hairman.

The Chair m an of the M e eting inten d s to vote all available p r oxies in fav o ur of Item 3 ,

• the d o cument ap p ointing the p roxy (and the o r iginal, or a c ertified cop y , of the powe r of attorney or other ins t rument unde r which the document ap p ointing the proxy is signed or executed); a nd

• must be received by the Com p any at leas t 48 hours before t h e meeting, ie. by 10.00 am (Sy d ney time), M onday 19 May 2 014.

T h e documents should b e delivered t o the Company at: Computersha r e GPO Box 242 M elbourne VI C 3001

F a x: (within Australia) 1800 783 44 7 (outside A ustralia) + 6 1 3 9473 2 5 55

No facility exi s ts for recei v ing proxies b y email. Please refer t o other note s appearing on the e n closed Pro x y Form.

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Voting Exclusions

There are n o voting ex c lusions, oth e r than the voting excl u sion relatin g to the Key M anageme n t Personnel a nd their Closely Relate d Parties in relation to I t em 3 (Rem u neration R e port).

Corporate Representative

A represen t ative of a c o mpany atte n ding the meeting m u st present at the meetin g satisfactor y evidence o f his or her appointment t o attend on the Compa n y’s behalf, u nless previ o usly lodged with the Co m pany.

EXPLANATORY NOTES

General Business

Item 1 Annual Financial Report

The Corporations Law requires the R eports of t h e Directors a n d of the Au d itors and th e Annual Financial R e port, including the Fina n cial Statements, to be laid b efore the A n nual Gener a l Meeting.

Neither the Corporation s Law nor the Company’ s Constitutio n requires a v ote of shar e holders at t h e Annual Ge n eral Meetin g on such R e ports or Statements. However, s hareholder s will be give n ample opp o rtunity to raise question s on the reports and statements at the meeti n g. The Company’s auditors will also be pre s ent to ans w er any questions.

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Item 2 Re-election of Ian Ferrier as a Director

Pursuant to Clause 6.1 of the Compa n y’s Constitution, Ian Ferrier r e tires by rotation as Director of th e Company. B eing eligible, Ian F e rrier offers h imself for r e -election.

I a n Ferrier is a Member o f the Order of Australia a n d a Fellow o f the Institu t e of Charte r ed Accountants i n Australia. H e has exte n sive e x perience in company c o rporate rec o very and t u rn around p r actice. He i s also a Director of a n u mber of pri v ate and pu b lic compani e s. Ian is also Chairma n of Australi a n Vintage Limited h a ving been a Director si n ce 1991 an d Chairman o f Goodman G roup Limit e d since 200 3 and a Director of Energy One Li m ited. He h a s significant e x perience in property an d developm e nt, tourism, m anufacturin g , retail, hos p itality and hotels, infrastructure and aviatio n and servic e industries. I a n joined the Board on 1 7 August 20 0 4.

I a n is a valua b le member o f the Board and has c o ntributed to the succes s of the Company.

T h e Directors unanimousl y recommend that s h areholders v ote in favo u r of Item 2.

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Item 3 Non-binding advisory vote on the Remuneration Report

Sharehold e rs are aske d to adopt th e Company’ s Remunerat i on Report. T he Remun e ration Repo r t is set out o n pages 14 t o 21 of the 2013 Annual Report.

The Remu n eration Rep o rt sets out t he policies f o r the remuneration of Dir e ctors and Key Manageme n t Personnel. It also set s out require d disclosures relating to t h e types an d amounts of remunerati o n paid to Directors and s enior executives. An opportu n ity for discu s sion of the Remunerat i on Report w ill be provid e d at the Annual Ge n eral Meetin g .

The Corporations Act 2 0 01 requires listed companies to put an annual non-binding resolution t o sharehold e rs to adopt t he Remunerat i on Report. In line with t h e legislation, the vote on Item 3 is ad v isory only, a nd does no t bind the Di r ectors. How e ver, the Board will take into account the discus s ion on this I t em and the outcome of the vote wh e n consideri n g the futur e remunerati o n arrangements of the C ompany.

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Under the Co r porations A c t 2001, for a ny AGM h e ld on or aft e r 1 July 2011, the Two S trikes Rule a p plies:

• if at l e ast 25% of t he votes ca s t, are again s t the adoption of the R e muneration Repo r t, the Com p any’s next Rem u neration Re p ort must e x plain the Boar d ’s proposed action in re s ponse or expla i n why no a c tion has be e n taken;

and

• if, at the AGM in t h e following year (2nd AGM), at least 25 % of the vot e s cast are voted against the adoption of t he Rem u neration Re p ort resoluti o n.

T h e Two Stri k es Rule req u ires that at t he 2nd AGM, a resol u tion (a spill resolution) m ust be put t o the shareh o lders that a n other meeting be held within 90 day s at which al l the Directo r s, excluding t h e Managing Director, w o uld need to stand for r e -election.

If this occurs, all Directors, excluding the M anaging Dir e ctor, would cease to hold office i m mediately before the end of the spill meeting. T h is would le a ve the Co m pany without any Directors, oth e r than the M anaging Di r ector, until t h e spill meeting at which Directors to the Company are to be appoi n ted.

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Voting Exclusion for Item 3

The Chair m an of the M e eting will di s regard any votes cast o n Item 3 by a member o f the Key Manageme n t Personnel or their Clo s ely Relate d Parties in a c cordance w ith the requirements of t h e Corporatio n s Act 2001 ( Cth).

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

• It i s cast in acc o rdance with the written dir e ction on the proxy form a uthorising the Ch a irman to vo t e as the Ch a irman de c ides notwithstanding th a t Item 3 is co n nected dire c tly or indire c tly with the re m uneration o f a member o f Key Ma n agement P e rsonnel or if the Ch a irman has a n interest in the outcom e of t h e resolutio n ;

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T h e Remuneration Repor t identifies R eckon’s Key Manage m ent Person n el for 2013. Their Closely Relat e d Parties a r e defined in the Corporations A ct 2001, a n d include c e rtain of t h eir family m e mbers, de p endants an d companies t h ey control.

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Clive Rabie Group CEO 20 March 2 0 14

or

• It i s cast by a m ember of th e Key Ma n agement P e rsonnel or t heir Closely Related Parties as a proxy w ith the writt e n dir e ction as to h ow that pro x y is to be ex e rcised,

and provid e d that the v o te is not ca s t on behalf o f a member o f the Key M e mber Pers o nnel or thei r Closely Related Parties.

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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) Monday 19 May 2014

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

Samples/000001/000001/i

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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I 9999999999 I ND

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 Wednesday 21 May 2014 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.

• 2 Re-election of Ian Ferrier as a Director. 3 Non binding vote to adopt 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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1 6 3 5 4 8 A

R K N

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ABN 14 003 348 730

All correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 www.computershare.com

T 000002 000 RKNRM MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with matters arising from your securityholding in Reckon Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notice of meeting.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Security Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

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Myron Zlotnick Company Secretary

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