Deferred share rights plan

Issued May 2014

1 Definitions and interpretation

1.1 In this Plan, the following words and expressions have the meanings indicated unless the contrary intention appears:

Account of a Participant means an account maintained by the Trustee in accordance with the Trust Deed which, among other things, records the number of Shares provided to that Participant following the exercise of Deferred Share Rights.

Associate means, in relation to an Employee, a company which, in the opinion of the Board, is controlled by the Employee.

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

ASX Settlement Rules means the settlement and operating rules of ASX Settlement Pty Limited (ACN 008 504 532).

Board means all or some of the Directors acting as a board or a committee of the Directors.

Certificate means a certificate setting out the number of Deferred Share Rights to which a Deferred Share Right Holder is entitled.

Commencement Date means the Offer Closing Date.

Corporations Act means the Corporations Act 2001 (Cwlth).

Deferred Share Right means a right granted under the Plan to acquire Shares (whether by subscription or transfer).

Deferred Share Right Holder means the holder of a Deferred Share Right.

Director means a director of Iress.

Employee means:

(a) a person whom the Board determines to be in the full-time or part-time employment of a company in the Group or other eligible employment category; or

(b) a person whom the Board determines either is, or controls a company which is, engaged as a consultant to provide the person’s services to a company in the Group.

Event means:

(a) a takeover bid is made to the holders of Shares;

(b) a statement is lodged with the ASX to the effect that a person has become entitled to not less than 50% of the Shares;

(c) pursuant to an application made to the court, the court orders a meeting to be held in relation to a proposed compromise or arrangement for the purpose of or in connection with a scheme for the reconstruction of Iress or its amalgamation with any other companies;

(d) Iress passes a resolution for voluntary winding up; or

(e) an order is made for the compulsory winding up of Iress.

Expiry Date means a date determined by the Board at the time of the offer, being the date on which an unexercised Deferred Share Right will lapse.

Group means Iress and each body corporate that is a subsidiary of Iress under Division 6 of Part 1.2 of the Corporations Act and any other entity the Board determines to be included within the Group.

Holding Lock has the meaning given to that term in the ASX Settlement Rules.

Holding Period means a period of time from the date of grant of a Deferred Share Right, during which a Deferred Share Right is not able to be exercised (as determined by the Board at the time of the offer).

Iress means Iress Limited (ABN 47 060 313 359).

Listing Rules means the Listing Rules of ASX.

Measurement Period means the period over which any conditions set by the Board under term 2.4 of the Plan will be tested (as determined by the Board at the time of the offer)

Offer Closing Date means the last date for receipt of acceptances, notified to the Employee in accordance with clause 2.4.

Participant means an Employee who is participating in, or has been invited to participate in, the Plan.

Plan means this Iress Employee Deferred Share Rights Plan.

Restriction Period means in respect of a Share provided on the exercise of a Deferred Share Right, the period commencing at the date of allocation of the Share to the Participant and ending on the earliest of:

(a) a date determined by the Board prior to the time of allocation of the Share to the Participant; and

(b) the date that the Participant is no longer employed by an entity in the Group, unless the Board determines otherwise; and

(c) the date the Board notifies the Participant that an Event has occurred; and

(d) the date that Iress approves a Withdrawal Notice.

Share means a fully paid ordinary share in the capital of Iress.

Trust means the Iress Market Technology Equity Plan Trust.

Trust Deed means the trust deed that establishes the Trust, as amended from time to time.

Trustee means the trustee from time to time of the Trust.

Withdrawal Notice means a written notice given by (or deemed to be given by) a Participant to Iress in accordance with clause 7.

1.2 In this Plan unless the contrary intention appears:

(a) the singular includes the plural and vice versa;

(b) reference to a rule, a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; and

(c) a reference to a person includes a reference to the person’s legal personal representatives, executors, administrators and successors, a firm or a body corporate.

1.3 Headings are inserted for convenience and do not affect the interpretation of this Plan.

2 Grant of Deferred Share Rights

Eligibility

2.1 The Board may, in its absolute discretion, without being bound to do so and subject to any approvals of shareholders of Iress required by law or the Listing Rules, at intervals determined by the Board, offer Deferred Share Rights to Employees selected by the Board having regard to:

(a) the Employee’s length of service with the Group;

(b) the potential contribution of the Employee to the Group; and

(c) any other matters which the Board considers relevant.

Issue terms

2.2 Deferred Share Rights will be granted on the terms of this Plan and each Participant will be taken to have agreed to be bound by this Plan on acceptance of any offer of Deferred Share Rights.

2.3 Shares provided to a Participant on the exercise of a Deferred Share Right will be provided on the terms of this Plan and, if applicable, the Trust Deed.

2.4 An offer to an Employee must be in writing and must specify:

(a) the date of the offer;

(b) the maximum number of Deferred Share Rights the subject of the offer;

(c) the Offer Closing Date;

(d) any performance conditions imposed by the Board;

(e) the Restriction Period (if applicable); and

(f) any other terms and conditions relating to the offer which, in the opinion of the Board, are fair and reasonable but not inconsistent with the Plan.

Acceptance

2.5 To accept an offer made to the Employee under clause 2.4, that Employee must submit an acceptance form (in the form prescribed by Iress) on or prior to the Offer Closing Date. That acceptance form must include:

(a) a notification that the Employee accepts the offer;

(b) a confirmation that the Employee agrees to be bound by the Plan and, if applicable, the Trust Deed; and

(c) if applicable, the agreement by the Employee to the placing of a Holding Lock on a Share provided on the exercise of a Deferred Share Right, (where, in accordance with clause 6.7, the Board determines that a Holding Lock will be applied to that Share during the Restriction Period).

Once an Employee has accepted an offer in accordance with this clause 2.5, Iress will issue the Employee with a Certificate.

Fees

2.6 Other than as set out in term 1.1 of schedule 1, there is no fee payable by the Employee in respect of a Deferred Share Right granted to that Employee.

3 Maximum number of Deferred Share Rights

3.1 In the case of an offer of Deferred Share Rights for issue, the number of Shares to be received on exercise of a Deferred Share Right when aggregated with

(a) the number of Shares which would be issued were each outstanding offer or option or Deferred Share Right to acquire Shares, being an offer made or option or Deferred Share Right acquired pursuant to an employee share scheme of Iress extended only to employees or directors of Iress and of associated bodies corporate of Iress, to be accepted or exercised (as the case may be); and

(b) the number of Shares issued during the previous 5 years pursuant to the Plan or any other employee share scheme of Iress extended only to employees or directors of Iress and of associated bodies corporate of Iress,
but disregarding any offer made or option or Deferred Share Right acquired or Share issued by way of or as a result of:

(c) an offer to a person situated at the time of receipt of the offer outside Australia; or

(d) an offer that was an excluded offer or invitation within the meaning of the Corporations Act as it stood prior to the commencement of Schedule 1 to the Corporate Law Economic Reform Program Act 1999; or

(e) an offer that did not need disclosure to investors because of section 708 of the Corporations Act;
must not exceed 5% of the total number of issued Shares in that class of Iress as at the time of the offer.

4 Deferred Share Rights terms

4.1 Subject to the Listing Rules, Deferred Share Rights will be granted on the terms set out in schedule 1 or any other terms determined by the Board from time to time.

4.2 Without limiting clause 4.1, the Board may impose such conditions upon the exercise of Deferred Share Rights as it considers appropriate and in accordance with clause 2.4(d) and 2.4(f) any such conditions must be included in the offer made to the Employee.

5 Overriding restrictions on grant and exercise

Notwithstanding the Plan or the terms of any particular Deferred Share Right as granted, no Deferred Share Right may be offered, granted or exercised if to do so:

(a) would contravene the Corporations Act or the Listing Rules; or

(b) would contravene the local laws or customs of the Employee’s country of residence; or

(c) in the opinion of the Board would require actions which are onerous or impractical.

6 Restrictions on dealing in Shares

Application of this clause 6

6.1 This clause 6 only applies to a particular offer of Deferred Share Rights if the Board determines that a Share provided to a Participant on exercise of a Deferred Share Right will be held on Trust for that employee for the duration of the Restriction Period.

The Restriction Period

6.2 For the purpose of the definition of Restriction Period, the Board:

(a) must determine the date referred to at paragraph (a) of the definition;

(b) for the purposes of paragraph (b) of the definition, may determine alternative arrangements on cessation of employment; and

(c) may, if any Event happens, in its absolute discretion notify the Participant in accordance with paragraph (c) of the definition.

Shares held on trust during the Restriction Period

6.3 A Share provided to a Participant on exercise of a Deferred Share Right will be held on trust for that employee by the Trustee for the duration of the Restriction Period in accordance with the terms of this Plan and the Trust Deed.

6.4 The Trustee must not assign, transfer, sell, encumber, create a Security Interest over or otherwise deal with a Share or any legal or beneficial interest in a Share during the Restriction Period except as provided for in:

(a) the Plan;

(b) the Trust Deed; or

(c) the terms of any Deferred Share Rights.

Dealing in Shares

6.5 A Participant must not assign, transfer, sell, encumber, create a Security Interest over or otherwise deal with a Share provided on exercise of a Deferred Share Right or any legal or beneficial interest in such a Share during the Restriction Period except as provided for in:

(a) the Plan;

(b) the Trust Deed; or

(c) the terms of any Deferred Share Rights.

6.6 A Participant may deal with a Share provided on exercise of a Deferred Share Right or any legal or beneficial interest in such a Share following the end of the Restriction Period.
Additional restriction mechanisms

6.7 The Board may prescribe such other mechanisms as it considers necessary to give effect to the restrictions on dealing reflected in this clause 6, including the placing of a Holding Lock on Shares provided on exercise of Deferred Share Rights.

Forfeiture

6.8 The Board may determine that the terms of any invitation to participate in the Plan provide in certain circumstances that a Participant will forfeit any interest in the Shares of the Trustee and the amount of consideration provided by the Trustee.

7 Withdrawal Notice

Application of this Clause 7

7.1 This clause 7 only applies to a particular offer of Deferred Share Rights if the Board determines that a Share provided to a Participant on exercise of a Deferred Share Right will be held on Trust for that employee for the duration of the Restriction Period.

Submission of a Withdrawal Notice

7.2 Subject to clause 7.5, a Participant may submit a Withdrawal Notice to Iress in respect of some or all of the Shares credited to the Account of that Participant under the Plan.

Deemed submission of a Withdrawal Notice

7.3 A Participant is deemed to have submitted a Withdrawal Notice in respect of all of the Shares credited to the Account of that Participant under the Plan and requesting the sale or transfer of those Shares as the board determines in the following circumstances:

(a) subject to the terms of the Plan and the terms of the grant made to an Employee under clause 2, following the end of the Restriction Period by reason of a Participant ceasing to be employed by a company in the Group and that Participant has not otherwise submitted a valid Withdrawal Notice; or

(b) following the end of the Restriction Period by reason of the elapsing of the date determined by the Board in accordance with clause 6.2(a), and the Participant has not otherwise submitted a valid Withdrawal Notice.

Content of a Withdrawal Notice

7.4 A Withdrawal Notice given by a Participant under clause 7.2 must:

(a) be in writing and signed by the Participant;

(b) contain a request that the Restriction Period end for some or all of the Shares credited to the Account of the Participant under the Plan and those shares be withdrawn from the Trust and sold on behalf of the Participant or transferred to the Participant (or nominee);

(c) specify the number of Shares the subject of the notice; and

(d) be in the form approved by the Board.

Timing of submission or consideration of a Withdrawal Notice

7.5 The Board may:

(a) prescribe the times at which a Participant can submit a Withdrawal Notice; and

(b) adopt procedures for the consideration of a Withdrawal Notice which may, among other things, specify times, intervals or periods at or during which the Board will consider whether or not to approve a Withdrawal Notice.

Approval or rejection of Withdrawal Notice

7.6 Subject to this clause 7, the Board may approve or reject a Withdrawal Notice in its absolute discretion.

7.7 The Board must not unreasonably withhold its approval of a Withdrawal Notice that is validly submitted in accordance with this clause 7. For the avoidance of doubt, nothing in this clause 7.7 requires the Board to:

(a) deal with or approve a Withdrawal Notice at an earlier time than the time permitted for submission of a form or the next time specified under any procedure adopted by the Board under clause 7.5(b); or

(b) approve a Withdrawal Notice where the Board is permitted by clause 7.8 to reject or decline to act on the Withdrawal Notice.

Repayment of moneys owed by a Participant

7.8 If a Participant owes money to any company in the Group or the Trustee, the Board may reject or decline to act on a Withdrawal Notice that is submitted, or deemed to be submitted, by that employee until arrangements have been made for the payment of that money which are satisfactory to the Board.

8 Administration of the Plan

8.1 The Plan will be administered by the Board and the Trustee in accordance with the terms of this Plan and the Trust Deed. The Board may make further rules for the operation of the Plan which are consistent with this Plan.

8.2 Any power or discretion which is conferred on the Board by this Plan must be exercised by the Board in the interests or for the benefit of Iress, and the Board is not, in exercising any such power or discretion, under any fiduciary or other obligation to any other person.

8.3 Any power or discretion which is conferred on the Board by this Plan may be delegated by the Board to a committee consisting of such Directors and/or other officers and/or employees of Iress as the Board thinks fit.

8.4 The decision of the Board as to the interpretation, effect or application of this Plan, the exercise by the Board of any power or discretion under this Plan or the giving of any consent or approval by the Board in connection with this Plan will be final and conclusive.

8.5 The Board may from time to time suspend the operation of this Plan and may at any time cancel this Plan. The suspension or cancellation of this Plan will not prejudice the existing rights of Participants.

8.6 The Trustee and Iress may from time to time require a Participant to complete and return additional documents as may be required by law to be completed by the Participant or such other documents which the Trustee or Iress considers should, for legal or taxation reasons, be completed by the Participant.

9 Rights of Participants

Except as expressly provided in this Plan, nothing in this Plan:

(a) confers on any Employee the right to receive any Deferred Share Rights;

(b) confers on any Participant the right to continue as an Employee of Iress or any of its subsidiaries;

(c) affects any rights which Iress or a subsidiary may have to terminate the employment of any Employee;

(d) may be used to increase damages in any action brought against Iress or a subsidiary in respect of any such termination; or

(e) confers on an Employee any expectation to become a Participant.

10 Amendment of these Rules

10.1 Subject to rules 8.2, 8.3 and 8.4, Iress may at any time by written instrument or by resolution of the Board, amend all or any of the provisions of this Plan (including this clause 10).

10.2 No amendment of the provisions of this Plan is to reduce the rights of any Participant in respect of Deferred Share Rights granted under the Plan prior to the date of the amendment, other than an amendment introduced primarily:

(a) for the purpose of complying with, or conforming to, present or future State, Territory or Commonwealth legal requirements or legal requirements of an Employee’s country of residence governing or regulating the maintenance or operation of the Plan or like plans;

(b) to correct any manifest error or mistake; or

(c) to enable the Trustee or any body corporate in the Group to comply with the Corporations Act or the Listing Rules or relevant instruments of relief granted by the Australian Securities and Investments Commission from time to time.

10.3 No amendment may be made except in accordance with, and in the manner stipulated (if any) by, the Listing Rules.

10.4 No amendment may be made to extend the period during which a Deferred Share Right may be exercised.

10.5 Subject to the above provisions of this clause 10, any amendment made pursuant to clause 10.1 may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made and, if so stated, amendments to this Plan, including the terms of Deferred Share Rights, have the effect of automatically amending the terms of granted but unexercised Deferred Share Rights.

11 Tax indemnity

11.1 Subject to clause 11.3, if a company in the Group is required to pay an amount or account to an authority for tax in relation to Deferred Share Rights or Shares allocated on exercise of Deferred Share Rights (“DSR Shares”) in respect of a Participant, then:

(a) the company may recover an amount in regard to the tax from the Participant in such manner as the Board thinks fit;

(b) the Participant may be required as either or both a condition of the allocation, sale or transfer of DSR Shares to do any of the following:

(i) indemnify the company in respect of the tax;

(ii) make a payment to the company of an amount in respect of the tax;

(iii) enter into an arrangement with the company to secure a payment to the company, including by providing authority that a person may procure the sale on behalf of the Participant of some or all of the DSR Shares acquired or held for the Participant and authorising the payment of the relevant amount to the company.

11.2 If a Participant fails to comply with clause 11 in relation to a Deferred Share Right or a DSR Share, then the Participant’s Deferred Share Rights and any interest in or entitlement to DSR Shares will be forfeited to the extent of the relevant amount which the company in the Group is required to pay or account to the authority for tax.

11.3 Notwithstanding anything else in this clause 11:

(a) a company in the Group will not be able to recover from a Participant under clause 11.1 any amount that exceeds the amount which the Board determines as being the after tax value of their Deferred Share Rights or interest in or entitlement to DSR Shares as at the date the relevant company in the Group seeks to exercise its rights under clause 11.1; and

(b) the powers of a company in the Group under clause 11.1 with respect to Shares is limited to only DSR Shares or DSR Shares to which a Participant may become entitled, and do not extend to any other Shares which the Participant may hold or be entitled to where those Shares are not DSR Shares.

12 Notices

Any notice regarding Deferred Share Rights granted under the Plan will be sent to the registered address of the Deferred Share Right Holder as recorded in the register of Deferred Share Right Holders maintained by Iress.

13 Governing Law and jurisdiction

13.1 The Plan is governed by and will be construed and take effect in accordance with the laws of Victoria.

13.2 All disputes arising in connection with or under this Plan will be submitted to the exclusive jurisdiction of the courts of Victoria.

Schedule 1: Deferred Share Rights Terms

These terms apply to Deferred Share Rights granted on or after 1 May 2014 and do not amend or vary the terms of any Deferred Share Rights granted before that date and which remained on issue before the date.

1. Entitlement

1.1 Subject to term 10, each Deferred Share Right entitles the Deferred Share Right Holder to subscribe for and be allotted, credited as fully paid or transferred one Share on exercise of the Deferred Share Right.

1.2 A Deferred Share Right Holder need not pay an exercise price on exercise of a Deferred Share Right.

1.3 Subject to the Listing Rules, Iress must allot or procure the transfer of a Share on exercise of a Deferred Share Right in accordance with the Plan.

1.4 Shares issued on the exercise of Deferred Share Rights will rank pari passu with all existing Shares from the date of issue and will be entitled in full to those dividends which have a record date for determining entitlements after the date of issue.

2. Exercise of Deferred Share Rights

2.1 A Deferred Share Right may be exercised:

(a) subject to the satisfaction of any conditions imposed by the Board under clause 4.2 of the Plan, at any time after the expiration of the Measurement Period determined by the Board at the time of offer and on or before the Expiry Date of the Deferred Share Right, unless the Deferred Share Right lapses under term 2.2;

(b) if the Board gives notice to a Deferred Share Right Holder under term 3;

(c) in accordance with term 5.2(b); or

(d) if the Board so determines in exceptional circumstances.

2.2 A Deferred Share Right that is not exercised will lapse on the first to occur of:

(a) the Expiry Date of the Deferred Share Right;

(b) if, following the end of the Measurement Period, the Board provides the Deferred Share Right Holder with a notice that any condition imposed by the Board under clause 4.2 of the 13

Plan was not satisfied over the Measurement Period;

(c) the receipt by Iress of a notice from the Deferred Share Right Holder that the Deferred Share Right Holder wishes the Deferred Share Right to lapse;

(d) the cessation of the Deferred Share Right Holder’s employment if that cessation leads to lapse in accordance with term;

(e) a determination of the Board that the applicable Employee has acted fraudulently, dishonestly or in breach of the Employee’s obligations to Iress or any company in the Group and the Deferred Share Right is to be forfeited; and

(f) a determination of the Board that, in the case of a Deferred Share Right Holder which is an Associate of an Employee, that the applicable Employee has ceased to control the Associate.

2.3 In relation to term 2.2 the applicable Employee is:

(a) if the Deferred Share Right Holder is an Employee, that Employee; and

(b) if the Deferred Share Right Holder is an Associate of an Employee, that Employee.

3. Notice to Participant

3.1 The Board may in its absolute discretion give a notice to a Deferred Share Right Holder for the purposes of term 2.1(b) if:

(a) a takeover bid is made to the holders of Shares;

(b) a statement is lodged with the ASX to the effect that a person has become entitled to not less than 50% of the Shares;

(c) pursuant to an application made to the court, the court orders a meeting to be held in relation to a proposed compromise or arrangement for the purpose of or in connection with a scheme for the reconstruction of Iress or its amalgamation with any other companies;

(d) Iress passes a resolution for voluntary winding up; or

(e) an order is made for the compulsory winding up of Iress.

4. Method of exercise of Deferred Share Rights

4.1 A Deferred Share Right is exercised by the Deferred Share Right Holder lodging the notice of exercise of Deferred Share Right and application for Shares, together with the relevant Certificate, with the Secretary of Iress or such other person as the Board designates.

4.2 Deferred Share Rights must be exercised in multiples of 500, unless the Deferred Share Right Holder exercises all Deferred Share Rights able to be exercised at that time. The exercise of some Deferred Share Rights only does not affect the Deferred Share Right Holder’s right to exercise other Deferred Share Rights at a later time. If the Deferred Share Right Holder exercises less than all Deferred Share Rights represented by a Certificate, then Iress will cancel the

Certificate and issue a new Certificate for the balance.

5. Cessation of Employment

5.1 Unless the Board determines otherwise in its absolute discretion (subject to any applicable law), where an Employee ceases to be employed by an entity within the Group (and is not immediately employed by another company within the Group), subject to terms 5.3 and 5.4, any rights of the Employee relating to Deferred Share Rights which have not already become exercisable will lapse.

5.2 Subject to terms 5.3 and 5.4, where an Employee ceases to be employed by a company within the Group (and is not immediately employed by another entity within the Group) and the Board determines that any rights of that Employee relating to Deferred Share Rights which have not already become exercisable do not lapse in accordance with term 5.1, the number of Deferred Share Rights that the relevant Employee is entitled to (other than Deferred Share Rights which have already become exercisable) will be calculated and allocated to that Employee on the following basis:

(a) if less than six months of the Measurement Period relating to those Deferred Share Rights has elapsed at the date of cessation of employment, all of the Deferred Share Rights will lapse; and

(b) if six months or more of the Measurement Period relating to those Deferred Share Rights has elapsed at the date of cessation of employment, the number of Deferred Share Rights that lapse will be calculated on the following basis:

Step l. Calculate the number of days from the beginning of the Measurement Period up to and including the date of cessation of employment;

Step 2. Divide the result from Step 1 by the number of days in the Measurement Period;

Step 3. Multiply the maximum number of Deferred Share Rights for that Employee which could have been exercised at the end of the Measurement Period by the result from Step 2;

Step 4. Subtract the result from Step 3 from the maximum number of Deferred Share Rights for that Employee that could have been exercised at the end of the Measurement Period,
and such number of Deferred Share Rights will lapse immediately on cessation of employment. The remaining Deferred Share Rights will become available for exercise subject to the satisfaction of any conditions imposed by the Board under clause 4.2 of the Plan (other than any condition relating to the continued employment of the Employee within the Group) and will be exercisable in accordance with term 4.

5.3 Where an Employee ceases to be employed by a company within the Group (and is not immediately employed by another company within the Group) for any reason after the end of a Measurement Period but before Shares have been allocated, Iress must allocate the number of Shares to which the Employee is entitled based on the satisfaction of any conditions imposed by the Board under clause 4.2 of the Plan (other than any condition relating to the continued employment of the Employee within the Group).

5.4 In all cases, the treatment of a Deferred Share Right on cessation of employment is subject to applicable law, including in relation to the provision of termination benefits under Part 2D.2 Division 2 of the Corporations Act. Iress is not bound to exercise any discretion in connection with a Deferred Share Right or provide any associated benefit in connection with an Employee’s termination of employment to the extent that the amount of the benefit (together with all other relevant termination benefits) exceeds the amount that is permitted to be paid or given under the Corporations Act without member approval, if such relevant approval has not been obtained. Nothing in these terms requires or will be deemed to require Iress or a company in the Group to seek the approval of their respective members to enable them to perform an action in connection with the Deferred Share Rights.

6. No Transfers

A Deferred Share Right may not be transferred, except:

(a) at any time, with the consent of the Board, to an Associate of the Employee holding the Deferred Share Right or from the Associate to the Employee; or

(b) after the Deferred Share Right is exercisable, in accordance with the terms of issue of the Deferred Share Right, to any person; or

(c) after the Board has stipulated that some or all Deferred Share Rights are transferable to the offeror under a takeover bid, if takeover offers are made for Shares under a takeover bid in accordance with the Corporations Act and both the offeror becomes entitled to more than 50% of the shares the subject of the offers and the offers are made or declared unconditional (other than for prescribed occurrences),
but only to a transferee who agrees with Iress to be bound by the terms of the Deferred Share Right.

7. Shares provided on exercise

A Participant cannot assign, transfer, sell, encumber create a Security Interest over or otherwise deal with a Share acquired on the exercise of a Deferred Share Right as set out in the Plan.

8. Deferred Share Right Holder bound by constitution

A Deferred Share Right Holder agrees to be a shareholder of Iress and to be bound by Iress’s constitution as in force from time to time.

9. Quotation of Deferred Share Right and Shares

Deferred Share Rights will not be quoted on the ASX. Iress will make application to the ASX for official quotation of Shares issued on the exercise of Deferred Share Rights, if other Shares are listed at that time, as soon as practicable after the Shares are issued.

10. Participation in future issues

10.1 Participation generally

A Participant may only participate in new issues of securities to holders of Shares if the Deferred Share Right has been exercised, if that is permitted by its terms, and the Shares in respect of the Deferred Share Right have been allotted or transferred before the record date for determining entitlements to the issue.

10.2 Bonus issues

If Iress makes a bonus issue of Shares or other securities pro rata to holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allotted or transferred to the Participant in respect of a Deferred Share Right before the record date for determining entitlements to the bonus issue then the rights attaching to that Deferred Share Right will be altered as follows:

(a) the number of Shares which the Deferred Share Right Holder is entitled to subscribe for on exercise of the Deferred Share Right (S) is determined by the formula:
S = N + (N x R)
where:
N = The number of Shares per Deferred Share Right which the Deferred Share Right Holder is entitled to subscribe for on the record date to determine entitlements to the bonus issue.
R = The number of Shares (including fractions) offered under the bonus issue for each Share held; and 18

(b) the exercise price per Deferred Share Right will not be changed.

10.3 Rights issues

If Iress makes an offer of Shares pro rata to all or substantially all holders of Shares (whether or not an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) then neither the exercise price per Deferred Share

Right nor the number of Shares which the Deferred Share Right Holder is entitled to subscribe for on exercise of the Deferred Share Right will be changed.

10.4 Aggregation

If Deferred Share Rights are exercised simultaneously then the Deferred Share Right Holder may aggregate the number of Shares or fractions of Shares or other securities to which the Deferred Share Right Holder is entitled to subscribe under those Deferred Share Rights. Fractions in the aggregate number only will be disregarded in determining the total entitlement to subscribe.

10.5 Reconstruction

In the event of any reconstruction of the issued ordinary capital of Iress before the exercise of a Deferred Share Right, the number of Shares attaching to each Deferred Share Right will be reconstructed in the manner specified below.

If the manner is not specified then the Board will determine the reconstruction. In any event the reconstruction will not result in any additional benefits being conferred on Deferred Share Right Holders which are not conferred on shareholders of Iress (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) and in all other respects the terms for the exercise of

Deferred Share Rights will remain unchanged.

In the case of any reconstruction of the issued capital of Iress, the exercise price of the Deferred Share Right will not be changed.

In the event of any consolidation or sub-division of shares or reduction or cancellation of capital then the reconstruction will be determined by the following formulae:

(a) Consolidation; and

(b) Subdivision:
S = C x BA;

(c) Reduction of capital by return of share capital:
S = C;

(d) Reduction of capital by cancellation of ordinary shares that is either lost or not represented by available assets:
S = C;

(e) Pro rata cancellation of fully paid ordinary shares (not within (c) or (d)):
S = C x ; BA
where:

A = The total number of Shares in issue before the capital reconstruction;

B = The total number of Shares in issue after the capital reconstruction;

C = The number of Shares which the Deferred Share Right Holder is entitled to subscribe for on exercise of a Deferred Share Right before the reconstruction;

S = The number of Shares which the Deferred Share Right Holder is entitled to subscribe for on exercise of a Deferred Share Right after the reconstruction.
10.6 Advice

Iress must give notice to each Deferred Share Right Holder of any adjustment to the number of Shares which the Deferred Share Right Holder is entitled to subscribe for on exercise of a Deferred Share Right or the exercise price per Share in accordance with the Listing Rules.

10.7 Notices

Notices may be given by Iress to the Deferred Share Right Holder in the manner prescribed by IRESS’ 20

Constitution for the giving of notices to members of Iress and the relevant provisions of Iress’ Constitution apply with all necessary modification to notices to Deferred Share Right Holders.

11. Collection and transfer of personal data

A Deferred Share Right Holder authorises Iress and members of the Group to:

(a) collect, use, process and transfer personal data of the Deferred Share Right Holder, including the Tax File Number of the Deferred Share Right Holder, amongst themselves; and

(b) transfer personal data to any third parties, including Link Market Services Limited;
for the purposes of implementation, administration and management of a Deferred Share Right Holder’s participation in the Plan or assisting in the implementation, administration and management of the Plan more generally. Iress

Employee Deferred Share Rights Plan

Adopted by Board delegate on 23 March 2008 with amendments adopted on & Effective 1 May 2014:

c) Change to the Tax Indemnity

d) Changes to vesting rights on cessation of employment

e) Changes to facilitate use of personal data in administering the plan