Executive
LTI plan

Effective 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:

Aggregate Performance Period means the period commencing on the Commencement Date and ending on the Subsequent Vesting Date.

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).

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

Business Day means a day on which trading occurs on the ASX.

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

Commencement Date means the Offer Closing Date. Corporations Act means the Corporations Act 2001 (Cwlth). 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.

Group means Iress and each body corporate that is a subsidiary of Iress under the Corporations Act.

Initial Vesting Date has the meaning set out in schedule 2.

Initial Performance Period means the period commencing on the Commencement Date and ending on the Initial Vesting Date.

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

Listing Rules means the Listing Rules of ASX.

Offer Closing Date means the date for receipt of acceptances, notified to the Employee in accordance with clause 2.3.

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

Peer Group means the group of companies, excluding mining companies and listed property trusts, that have been in the ASX/S&P 200 companies (ranked by market capitalisation) from the Commencement Date to the day on which the Performance Period ends, and on each day in between those two dates.

Performance Criteria means the criteria set out in schedule 2.

Performance Period means the Initial Performance Period or the Aggregate Performance Period (as applicable).

Performance Ranking has the meaning set out in schedule 2.

Performance Right means a right granted under the Plan to subscribe for or otherwise acquire Shares.

Performance Right Holder means the holder of a Performance Right.

Plan means this Iress Executive LTI Plan.

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

Subsequent Vesting Date has the meaning set out in schedule 2.

Total Shareholder Return is a measure of the return that a shareholder receives on shares on the basis that all dividends (and any other distributions), grossed up for franking credits, are immediately reinvested in shares at the closing price for the shares on the payment date of the dividend (or other distribution).

Tranche means Performance Rights granted to a Participant that have the same Commencement Date and/or the same Performance Period (as applicable).

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 Performance 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 Performance 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 Performance 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 Performance Rights.

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

(a) the date of the offer;

(b) the maximum number of Performance Rights the subject of the offer;

(c) the Offer Closing Date;

(d) the Performance Criteria and Performance Period; and

(e) 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

2.4 An Employee may accept an offer made to the Employee under clause

2.3 by notifying Iress in writing of that acceptance on or prior to the Offer Closing Date. Once an Employee has accepted an offer in accordance with this clause 2.4, Iress will issue the Employee with a Certificate.

Fees

2.5 Other than as set out in term 1.1 of schedule 1, there is no fee payable by the Employee in respect of a Performance Right issued to that Employee.

3 Maximum number of Performance Rights

3.1 In the case of an offer of Performance Rights, the number of Shares to be received on exercise of a Performance Right when aggregated with:

(a) the number of Shares which would be issued were each outstanding offer or option or Performance Right to acquire Shares, being an offer made or option or Performance 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 Performance 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 Performance Rights terms

4.1 Subject to the Listing Rules, Performance Rights will be granted on the terms set out in schedules 1 and 2 or any other terms determined by the Board from time to time.

4.2 Without limiting 4.1, the Performance Criteria will be applicable in relation to the exercise of Performance Rights and the Performance Criteria must be notified to the Employee at the time of the offer in accordance with clause 2.3.

5 Overriding restrictions on issue and exercise

Notwithstanding the Plan or the terms of any particular Performance Right as granted, no Performance 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 Administration of the Plan

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

6.2 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.

6.3 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.

6.4 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.

6.5 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.

7 Rights of Participants

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

(a) confers on any Employee the right to receive any Performance 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.

8 Amendment of these Rules

8.1 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 8).

8.2 No amendment of the provisions of this Plan is to reduce the rights of any Participant in respect of Performance 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 any body corporate in the Group to comply with the Corporations Act, the Listing Rules or relevant instruments of relief granted by the Australian Securities and Investments Commission from time to time.

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

8.4 No amendment may be made to extend the period during which a Performance Right may be exercised.

8.5 Subject to the above provisions of this clause 8, any amendment made pursuant to clause 8.1 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 Performance Rights, have the effect of automatically amending the terms of granted but unexercised Performance Rights.

9 Tax indemnity

9.1 Subject to clause 9.3, if a company in the Group is required to pay an amount or account to an authority for tax in relation to Performance Rights or Shares allocated on exercise of Performance Rights (“PR 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 PR 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 PR Shares acquired or held for the Participant and authorising the payment of the relevant amount to the company.

9.2 If a Participant fails to comply with clause 9 in relation to a Performance Right or a PR Share, then the Participant’s Performance Rights and any interest in or entitlement to PR 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.

9.3 Notwithstanding anything else in this clause 9:

(a) a company in the Group will not be able to recover from a Participant under clause 9.1 any amount that exceeds the amount which the Board determines as being the after tax value of their Performance Rights or interest in or entitlement to PR Shares as at the date the relevant company in the Group seeks to exercise its rights under clause 9.1; and

(b) the powers of a company in the Group under clause 9.1 with respect to Shares is limited to only PR Shares or PR 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 PR Shares.

10 Notices

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

11 Governing Law and jurisdiction

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

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

Schedule 1: Performance Rights Terms

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

1. Entitlement

1.1 Subject to term 8, each Performance Right entitles the Performance Right Holder to subscribe for and be allotted, credited as fully paid, or transferred one Share at an exercise price (E) where:

E = $1 ÷ (The number of Performance Rights exercised on the applicable day).

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

1.3 Shares issued on the exercise of Performance 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 Performance Rights

2.1 A Performance Right may be exercised:

(a) in accordance with term 3 of schedule 2, unless the Performance Right lapses under term 2.2;

(b) if the Board gives notice to a Performance 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 Performance Right not exercised will lapse on the first to occur of:

(e) the time set out in term 3 of schedule 2;

(f) notice from the Performance Right Holder that the Performance Right Holder wishes the Performance Right to lapse;

(g) the cessation of the Performance Right Holder’s employment if that cessation leads to lapse in accordance with term 5;

(h) 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 Performance Right is to be forfeited; and

(i) a determination of the Board that, in the case of a Performance 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 Performance Right Holder is an Employee, that Employee; and

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

  1. Notice to Participant

3.1 The Board may give a notice to a Performance 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 (other than as a result of an allotment approved by the Board);

(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.

  1. Method of exercise of Performance Rights

4.1 A Performance Right is exercised by the Performance Right Holder lodging the notice of exercise of Performance Right and application for Shares, together with the exercise price and the relevant

Certificate, with the Secretary of Iress or such other person as the Board designates.

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

1. Cessation of Employment

5.1 Unless the Board determines otherwise, where an Employee ceases to be employed by a company 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 Performance 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 company within the Group) and the Board determines that any rights of that Employee relating to Performance Rights which have not already become exercisable do not lapse in accordance with term 5.1, the number of Performance Rights that the relevant Employee is entitled to (other than Performance 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 Performance Period relating to those Performance Rights has elapsed at the date of cessation of employment, all of the Performance Rights will lapse; and

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

Step l. Calculate the number of days from the beginning of the Performance 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 Performance Period;

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

Step 4. Subtract the result from Step 3 from the maximum number of Performance Rights for that Employee that could have been exercised at the end of the Performance Period,

and such number of Performance Rights will lapse immediately on cessation of employment. The remaining Performance Rights will be subject to the normal Performance Criteria.

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 Performance Period but before Shares have been allocated, Iress must allocate the number of Shares to which the Employee is entitled based on the Performance Criteria as at the date the Employee ceased employment.

5.4 In all cases, the treatment of a Performance 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 Performance 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 Performance Rights.

  1. No Transfers

A Performance Right may not be transferred, except:

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

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

(c) after the Board has stipulated that some or all Performance 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 Performance Right.

  1. Quotation of Performance Right and Shares

Performance 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 Performance Rights, if other Shares are listed at that time, as soon as practicable after the Shares are issued.

  1. Participation in future issues

8.1 Participation generally

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

8.2 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 Performance Right before the record date for determining entitlements to the bonus issue then the rights attaching to that Performance Right will be altered as follows:

(a) the number of Shares which the Performance Right Holder is entitled to subscribe for on exercise of the Performance Right (S) is determined by the formula:

S = N + (N x R)

where:

N = The number of Shares per Performance Right which the Performance 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

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

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

8.4 Aggregation

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

8.5 Reconstruction

In the event of any reconstruction of the issued ordinary capital of Iress before the exercise of a Performance Right, the number of Shares attaching to each Performance 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 Performance 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 Performance Rights will remain unchanged.

In the case of any reconstruction of the issued capital of Iress, the exercise price of the Performance 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 B ;
A

(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 B ;
A

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 Performance Right Holder is entitled

to subscribe for on exercise of a Performance Right before the reconstruction;

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

8.6 Advice

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

8.7 Notices

Notices may be given by Iress to the Performance Right Holder in the manner prescribed by Iress’ 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 Performance Right Holders.

Collection and transfer of personal data

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

(a) collect, use, process and transfer personal data of the Performance Right Holder, including the Tax File Number of the Performance 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 Performance Right Holder’s participation in the Plan or assisting in the implementation, administration and management of the Plan more generally.

Schedule 2: Performance Criteria and Performance Period

1. Performance Ranking

1.1 Iress’ Performance Ranking for a Performance Period is determined by reference to the Total Shareholder Return of Iress during the Performance Period as compared to the Total Shareholder Return for each company in the Peer Group. Iress’ ranking within the Peer Group at the end of the relevant Performance Period determines the number of Performance Rights in the particular Tranche that become exercisable (if any) on the following basis:

Executive LTI Plan Table

1.2 For the purpose of calculating Total Shareholder Return, the value of Shares and the value of shares of the each of the companies in the Peer Group on the Commencement Date and on the last day of the Performance Period (or if that day is not a Business Day, the next Business Day) is based on the volume average weighted price of the shares over the 20 Business Days up to and including the relevant date.

2. Exercise

2.1 Performance Rights in a particular Tranche will become available for exercise as follows:

(a) all of the Performance Rights issued (in the Tranche) become available for exercise on the third anniversary or the fourth anniversary (as applicable) of the Commencement Date (or if that day is not a Business Day, the next Business Day) (“Initial Vesting Date”) based on Iress’ Performance Ranking over the Initial Performance Period; and

(b) subject to term 2.2 below, to the extent that any Performance Rights in the Tranche do not become exercisable at the end of the Initial Performance Period (“Remaining Performance Rights”), the Remaining Performance Rights in the Tranche become available for exercise six months after the Initial Vesting Date (or if that day is not a Business Day, the next Business Day) (“Subsequent Vesting Date”) based on the following formula:

A = B – C

where:

“A” is the number of Remaining Performance Rights in the Tranche that become available for exercise on the Subsequent Vesting Date;

“B” is the number of Performance Rights in the Tranche that would become exercisable on the Subsequent Vesting Date (assuming no Performance Rights in the Tranche became exercisable on the Initial Vesting Date) based on Iress’ Performance Ranking over the Aggregate Performance Period; and

“C” is the number of Performance Rights in the Tranche that became exercisable on the Initial Vesting Date.

2.3 If Iress’ Performance Ranking for the Aggregate Performance Period does not exceed Iress’ Performance Ranking for the Initial Performance Period, no Remaining Performance Rights in the Tranche will be exercisable on the Subsequent Vesting Date.

3. Terms of the Rights

3.1 Performance Rights in the Tranche may be exercised within a reasonable time, as determined by the Board, from the date on which they become exercisable and to the extent they were not exercised within that period they will lapse. Performance Rights in the Tranche that have not become exercisable following the Subsequent Vesting Date will lapse at that time.

Iress Executive LTI Plan

Amended to reflect the shareholders resolution passed at AGM on 4 May 2005 & Subsequently amended to reflect:
a) Change to single retest at end of 6 months &
b) Modification to TSR calculation & 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 Contents: Iress Executive LTI Plan.