1. Definitions and interpretation

1.1 Definitions

In this Constitution unless the contrary intention appears: Alternate Director means a person appointed as an alternate director under article 12.6 (“Appointment of Alternate Director”). ASX means ASX Limited or Australian Securities Exchange as appropriate. ASX Settlement means ASX Settlement Pty Limited. ASX Settlement Operating Rules means the Settlement Rules made by ASX Settlement. CHESS means Clearing House Electronic Subregister System. CHESS Approved Securities means securities of the Company which are approved by ASX Settlement in accordance with the ASX Settlement Operating Rules. CHESS Rules means the ASX Settlement Operating Rules and the provisions of the Corporations Act and Listing Rules concerning the electronic share registration and transfer system as and to the extent that they apply to the Company. Company means IRESS Limited (ACN 060 313 359), as that name may change from time to time. Constitution means this constitution as amended from time to time, and a reference to an article is a reference to an article of this Constitution. Corporations Act means the Corporations Act 2001 (Cwlth). Director means a person holding office as a director of the Company, and where appropriate includes an Alternate Director. Directors means all or some of the Directors acting as a board. Executive Director means a person appointed as an executive director under article 12.26 (“Appointment of Managing and Executive Directors”). Issuer Sponsored Holding means a holding on an electronic sub-register maintained by the Company in accordance with the Listing Rules. Listing Rules means the Listing Rules of ASX and any other rules of ASX from time to time, as and to the extent that they apply to the Company, with any modifications or waivers in their application to the Company which ASX may grant. Managing Director means a person appointed as a managing director under article 12.26 (“Appointment of Managing and Executive Directors”). Member means a person entered in the Register as a holder of shares in the capital of the Company. Outside Entity means a body corporate other than the Company or its related bodies corporate of which the relevant person is or has been an officer at the request of the Company or any of its related bodies corporate. Part means a Part of this Constitution. Prescribed Interest Rate means the rate determined by the Directors for the purpose of this Constitution, and in the absence of a determination means 7% per annum. Register means the register of members of the Company under the Corporations Act and, if appropriate, includes a branch register. Registered Office means the registered office of the Company. Representative means a person appointed to represent a corporate Member at a general meeting of the Company in accordance with the Corporations Act. Restriction Agreement means a restriction agreement within the meaning and for the purposes of the Listing Rules. Secretary means a person appointed under article 13.1 (“Appointment of Secretary”) as secretary of the Company and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company. State means the State or Territory in which the Company is for the time being registered.

1.2 Interpretation

In this Constitution unless the contrary intention appears:
a) (gender) words importing any gender include all other genders;
b) (person) the word person includes a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or an authority;
c) (documents) a document, including this Constitution, includes any variation or replacement of it;
d) (singular includes plural) the singular includes the plural and vice versa;
e) (regulations) a reference to a law includes regulations and instruments made under the law;
f) (amendments to statutes) a reference to a law or a provision of a law includes amendments, re-enactments or replacements of that law or the provision, whether by the State or the Commonwealth of Australia or otherwise;
g) (from time to time) a power, an authority or a discretion reposed in a Director, the Directors, the Company in general meeting or a Member may be exercised at any time and from time to time;
h) (amount paid) a reference to an amount paid on a share includes an amount credited as paid on that share;
i) (writing) “writing” and “written” includes printing, typing and other modes of reproducing words in a visible form including, without limitation, any representation of words in a physical document or in an electronic communication or form or otherwise; and
j) (dollars) a reference to dollars, A$ or $ is a reference to the lawful currency of Australia.

1.3 Corporations act

In this Constitution unless the contrary intention appears:
a) a word or an expression defined or used in the Corporations Act has the same meaning when used in this Constitution in a similar context; and
b) “section” means a section of the Corporations Act; and
c) without limitation to article 1.3(a), unless the contrary intention appears, “officer”, “related body corporate” and “subsidiary” have the same meaning as in the Corporations Act.

1.4 Headings and parts

Headings are inserted for convenience and are not to affect the interpretation of this Constitution. This Constitution is divided into Parts as indicated by its Contents.

1.5 Replaceable rules not to apply

The provisions of the Corporations Act that apply as replaceable rules are displaced by this Constitution and accordingly do not apply to the Company.

1.6 Currency

The Directors may:
a) differentiate between Members as to the currency in which any amount payable to a Member is paid (whether by way of or on account of dividends, repayment of capital, participation in surplus property of the Company or otherwise);
b) determine to pay a distribution in a currency other than Australian and the amount payable will be converted from Australian currency in any manner, at any time and at any exchange rate as the Directors think fit; and
c) in deciding the currency in which a payment is to be made to a Member, have regard to the registered address of the Member, the register on which a Member’s Shares are registered and any other matters as the Directors consider appropriate.

1.7 Application of listing rules

In this Constitution a reference to the Listing Rules only applies while the Company is on the official list of ASX. While the Company is on the official list of ASX:
a) despite anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done;
b) nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done;
c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done, as the case may be;
d) if the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is taken to contain that provision;
e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is taken not to contain that provision; and
f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is taken not to contain that provision to the extent of the inconsistency

2. Share capital

2.1 Directors to issue shares

The issue of shares in the Company is under the control of the Directors who:
a) may issue or dispose of shares to any person at any time and on any terms and conditions and having attached to them any preferred, deferred or other special rights or restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Directors think fit;
b) may grant to any person an option over shares or pre-emptive rights at any time and for any consideration as they think fit; and
c) have the right to settle the manner in which fractions of a share, however arising, are to be dealt with, subject to the Corporations Act, the Listing Rules and any special rights conferred on the holders of any shares or class of shares.

2.2 Issue of further shares - no variation

The rights conferred on the holders of the shares of any class are not to be taken as varied by the issue of further shares ranking equally with the first-mentioned shares unless:
a) expressly provided by the terms of issue of the first-mentioned shares; or
b) required by the Corporations Act or the Listing Rules.

2.3 Preference shares

The Company may issue preference shares and issued shares may be converted into preference shares provided that the rights of the holders of the preference shares with respect to the repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividends in relation to other shares or other classes of preference shares are:
a) as set out in schedule 1; or
b) as approved by a resolution of the Company in accordance with the Corporations Act. The rights of holders of preference shares issued by the Company other than pursuant to schedule 1, but in accordance with the Corporations Act, are determined by the terms of issue of those preference shares and the relevant resolution of the Company, and are not determined by or affected by the rights set out in schedule 1. Subject to the Corporations Act and the Listing Rules, the Company may issue preference shares which are, or are at the option of the Company to be liable, to be redeemed or to be converted into other shares on such conditions and in such a manner as the Directors decide under the terms of issue of the preference shares. Subject to the Corporations Act and the Listing Rules, the Company may issue any combination of fully paid, partly paid or unpaid preference shares. IRESS Limited | A.B.N. 47 060 313 359 8 Constitution | 5 May 2011 Despite this article 2.3 and schedule 1, the Company may not issue a preference share that confers on the holder rights that are inconsistent with those specified in the Listing Rules, except to the extent of any waiver or modification of the Listing Rules by ASX.

2.4 Class meetings

The provisions of this Constitution relating to general meetings apply so far as they are capable of application and with any necessary changes to every separate meeting of the holders of a class of shares except that:
a) a quorum is constituted by at least two persons who, between them, hold or represent one-third of the issued shares of the class (unless only one person holds all of the shares of the class, in which case that person constitutes a quorum); and
b) any holder of shares of the class, present in person or by proxy, or attorney or Representative, may demand a poll.

2.5 Non-recognition of interests

Except as required by law, the Company is not required to recognise:
a) a person as holding a share on any trust; or
b) any other interest in any share or any other right in respect of a share except an absolute right of ownership in the registered holder, whether or not it has notice of the interest or right.

2.6 Joint holders of shares

Where two or more persons are registered as the joint holders of shares then they are taken to hold the shares as joint tenants with rights of survivorship, but the Company is not bound:
a) to register more than three persons as joint holders of a share; or
b) to issue more than one certificate or holding statement in respect of shares jointly held.

3. Lien

3.1 Lien on share

The Company has a first and paramount lien on every share for:
a) all due and unpaid calls and installments in respect of that share;
b) all money which the Company has been called on by law to pay, and has paid, in respect of that share;
c) interest at the Prescribed Interest Rate on the amount due from the date it becomes due until payment; and
d) reasonable expenses of the Company in respect of the default on payment.

3.2 Lien on loans under employee incentive schemes

The Company also has a first and paramount lien on each share registered in the name of the Member for all money payable to the Company by the Member under loans made under an employee incentive scheme.

3.3 Lien on distributions

A lien on a share under article 3.1 (“Lien on share”) or 3.2 (“Lien on loans under employee incentive schemes”) extends to all distributions in respect of that share, including dividends.

3.4 Exemption from article 3.1 or 3.2

The Directors may at any time exempt a share wholly or in part from the provisions of article 3.1 (“Lien on share”) or 3.2 (“Lien on loans under employee incentive schemes”).

3.5 Extinguishment of lien

The Company’s lien on a share is extinguished if a transfer of the share is registered without the Company giving notice of the lien to the transferee.

3.6 Company's rights to recover payments

A Member must reimburse the Company on demand in writing for all payments the Company makes to a government or taxing authority in respect of the Member, the death of a Member or the Member’s shares or any distributions on the Member’s shares, including dividends, where the Company is either: IRESS Limited | A.B.N. 47 060 313 359 9 Constitution | 5 May 2011
a) obliged by law to make the relevant payment; or
b) advised by a lawyer qualified to practice in the jurisdiction of the relevant government or taxing authority that the Company is obliged by law to make the relevant payment. The Company is not obliged to advise the Member in advance of its intention to make the payment.

3.7 Reimbursement is a debt

The obligation of the Member to reimburse the Company is a debt due to the Company as if it were a call on all the Member’s shares, duly made at the time when the written demand for reimbursement is given by the Company to the Member. The provisions of this Constitution relating to non-payment of calls, including payment of interest and sale of the Member’s shares under lien, apply to the debt.

3.8 Sale under lien

Subject to article 3.9 (“Limitations on sale under lien”), the Company may sell, in any manner the Directors think fit, any share on which the Company has a lien.

3.9 Limitations on sale under lien

A share on which the Company has a lien may not be sold by the Company unless:
a) an amount in respect of which the lien exists is presently payable; and
b) the Company has, not less than 14 days before the date of sale, given to the registered holder of the share or the person entitled to the share by reason of the death or bankruptcy of the registered holder, a notice in writing setting out, and demanding payment of, the amount which is presently payable in respect of which the lien exists.

3.10 Transfer on sale under lien

For the purpose of giving effect to a sale under article 3.8 (“Sale under lien”), the Company may receive the consideration, if any, given for the share so sold and may execute a transfer of the share sold in favour of the purchaser of the share, or do all such other things as may be necessary or appropriate for it to do to effect the transfer. The purchaser is not bound to see to the application of the purchase money.

3.11 Irregularity or invalidity

The title of the purchaser to the share is not affected by any irregularity or invalidity in connection with the sale of the share.

3.12 Proceeds of sale

The proceeds of a sale under article 3.8 (“Sale under lien”) must be applied by the Company in payment of the amount in respect of which the lien exists as is presently payable, and the residue, if any, must be paid to the person entitled to the share immediately before the sale.

4. Calls on shares

4.1 Directors to make calls

The Directors may:
a) make calls on a Member in respect of any money unpaid on the shares of that Member, if the money is not by the terms of issue of those shares made payable at fixed times;
b) make a call payable by instalments; and
c) revoke or postpone a call.

4.2 Time of call

A call is taken to be made at the time when the resolution of the Directors authorising the call is passed.

4.3 Members' liability

Each Member must upon receiving not less than 30 business days notice specifying the time or times and place of payment, pay to the Company at the time or times and place so specified the amount called on that Member’s shares.

4.4 Joint holders' liability

The joint holders of a share are jointly and severally liable to pay all calls in respect of the share. IRESS Limited | A.B.N. 47 060 313 359 10 Constitution | 5 May 2011

4.5 Non-receipt of notice

The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, a Member does not invalidate the call.

4.6 Interest on default

If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due must pay interest on the sum to the time of actual payment at the Prescribed Interest Rate. The Directors may waive payment of that interest wholly or in part.

4.7 Fixed instalments

Subject to any notice requirements under the Listing Rules, any sum that, by the terms of issue of a share, becomes payable on issue of the share or at a fixed date, is to be taken to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable. In case of non payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.

4.8 Differentiations between shareholders as to calls

The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

4.9 Prepayment of calls and interest

The Directors may:
a) accept from a Member the whole or a part of the amount unpaid on a share although no part of that amount has been called; and
b) authorise payment by the Company of interest on the whole or any part of an amount so accepted, until the amount becomes payable, at such rate, not exceeding the Prescribed Interest Rate, as is agreed on between the Directors and the Member paying the sum.

5. Forfeiture of shares

5.1 Notice requiring payment of call

If a Member fails to pay a call or installment of a call on the day appointed for payment of the call or installment, the Directors may, at any time afterwards during such time as any part of the call or installment remains unpaid, give a notice to the Member requiring payment of so much of the call or installment as is unpaid, together with any interest that has accrued and all costs and expenses that may have been incurred by the Company by reason of that non-payment.

5.2 Contents of notice

The notice must name a further day, not earlier than the expiration of 14 days from the date of service of the notice, on or before which the payment required by the notice is to be made and must state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

5.3 Forfeiture for failure to comply with notice

A share in respect of which the notice under article 5.1 (“Notice requiring payment of call”) has not been complied with may at any time, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.

5.4 Dividends and distributors included in forfeiture

A forfeiture under article 5.3 (“Forfeiture for failure to comply with notice”) includes all dividends and other distributions declared or to be made in respect of the forfeited shares and not actually paid or distributed before the forfeiture.

5.5 Sale or re-sale or re-issue of forfeited shares

Subject to the Corporations Act, a share forfeited under article 5.3 (“Forfeiture for failure to comply with notice”) may be sold, re-issued or otherwise disposed of to whom and on such terms as the Directors think fit.

5.6 Notice of forfeiture

If any share is forfeited under article 5.3 (“Forfeiture for failure to comply with notice”), notice of the forfeiture must be given to the Member holding the share immediately before the forfeiture and an entry of the forfeiture IRESS Limited | A.B.N. 47 060 313 35 11 Constitution | 5 May 2011 and its date must be made in the Register. Any failure to give notice or enter the forfeiture in the Register does not invalidate the forfeiture.

5.7 Surrender instead of forfeiture

The Directors may accept the surrender of any share which they are entitled to forfeit on any terms they think fit and any surrendered share is taken to be a forfeited share.

5.8 Cancellation of forfeiture

At any time before a sale, re-issue or disposition of a share under article 5.5, the forfeiture of that share may be cancelled on such terms as the Directors think fit.

5.9 Effect of forfeiture on former holder's liability

A person whose shares have been forfeited:
a) ceases to be a Member in respect of the forfeited shares and loses all entitlement to dividends and other distributions or entitlements on the shares; and
b) remains liable to pay the Company all money that, at the date of forfeiture, was payable by that person to the Company in respect of the shares, plus interest at the Prescribed Interest Rate from the date of forfeiture and also reasonable expenses of sale.

5.10 Evidence of forfeiture

A statement in writing declaring that the person making the statement is a director or a secretary of the Company, and that a share in the Company has been forfeited in accordance with this Constitution on the date stated in the statement, is prima facie evidence of the facts stated in the statement as against all persons claiming to be entitled to the share.

5.11 Transfer of forfeiture share

The Company may receive the consideration (if any) given for a forfeited share on any sale, re-issue or disposition of the share under article 5.5 and may execute or effect a transfer of the share in favour of the person to whom the share is sold, re-issued or disposed of.

5.12 Registration of transferee

On the execution of the transfer, the transferee must be registered as the holder of the share and is not bound to see to the application of any money paid as consideration.

5.13 Irregularity or invalidity

The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the forfeiture, sale, re-issue or disposal of the share.

5.14 Forfeiture applies to non-payment of installment

The provisions of this Constitution as to forfeiture apply in the case of non-payment of any sum that, by the terms of issue of a share, becomes payable at a fixed time, as if that sum had been payable by virtue of a call duly made and notified.

6. Transfer of shares

6.1 Forms of instrument of transfer

Subject to the Listing Rules and to this Constitution, shares in the Company are transferable:
a) in the case of CHESS Approved Securities, in accordance with the CHESS Rules;
b) by instrument in writing in any usual or common form or in any other form that the Directors approve; or
c) by any other method of transfer of marketable securities which is recognised by the Corporations Act, ASX Settlement and ASX and is approved by the Directors.

6.2 Execution and delivery of transfer

If a duly completed instrument of transfer:
a) is used to transfer a share in accordance with article 6.1(c) (“Forms of instrument of transfer”); and
b) is left for registration at the share registry of the Company, accompanied by the information the Directors properly require to show the right of the transferor to make the transfer, IRESS Limited | A.B.N. 47 060 313 359 12 Constitution | 5 May 2011 the Company must, subject to the powers vested in the Directors by this Constitution, register the transferee as the holder of the share.

6.3 Effect of registration

Except as provided by the CHESS Rules, a transferor of a share remains the holder of the shares transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the share.

6.4 Company to register forms without charge

The Company must register all registerable transfer forms, split certificates, renunciations and transfers, issue certificates and transmission receipts and mark or note transfer forms without imposing a charge except where a charge is permitted by the Listing Rules.

6.5 Power to refuse to register

If permitted by the Listing Rules, the Directors may:
a) request ASX Settlement to apply a holding lock to prevent a transfer of CHESS Approved Securities registered on the CHESS subregister; or
b) refuse to register a transfer of other shares in the Company.

6.6 Obligation to refuse to register

The Directors must request ASX Settlement to apply a holding lock to prevent transfer of CHESS Approved Securities from being registered on the CHESS subregister or refuse to register any transfer of other shares in the Company, if:
a) the Listing Rules require the Company to do so; or
b) the transfer is in breach of the Listing Rules or a Restriction Agreement.

6.7 Written notice to security holder of holding lock or refusal

If in the exercise of their rights under articles 6.5 (“Power to refuse to register”) and 6.6 (“Obligation to refuse to register”) the Directors request application of a holding lock to prevent a transfer of CHESS Approved Securities or refuse to register a transfer of a security they must give written notice of the request or refusal to the holder of the Security, to the transferee and the broker lodging the transfer, if any. Failure to give such notice does not invalidate the decision of the Directors.

6.8 Company to retain instrument of transfer

The Company must retain every instrument of transfer which is registered for the period required by any applicable law.

6.9 Refusal to register

If the Directors refuse registration of a transfer, the transfer must be returned to the person who deposited it if demand is made within 12 months of the giving of notice of refusal to register unless there has been an allegation of fraud concerning the transfer or the transaction to which it relates.

6.10 Resolution required for partial takeover transfer

Notwithstanding articles 6.1 (“Forms of instrument of transfer”), 6.2 (“Execution and delivery of transfer”) and 6.3 (“Effect of registration”), if offers are made under a proportional takeover bid for securities of the Company in accordance with the Corporations Act:
a) articles 6.10 (“Resolution required for partial takeover transfers”) to 6.15 (“Takeover articles cease to have effect”) apply;
b) the registration of a transfer giving effect to a takeover contract resulting from acceptance of an offer made under the takeover bid is prohibited unless and until a resolution (an “approving resolution”) to approve the bid is passed or taken to be passed in accordance with articles 6.13 (“Resolution passed or rejected”) and 6.14 (“Resolution taken as passed”); and
c) the Directors must ensure that a resolution to approve the bid is voted on in accordance with articles 6.11 (“Procedure for resolution”) and 6.12 (“Persons entitled to vote”) before the fourteenth day before the last day of the bid period.

6.11 Procedure for resolution

The Directors may determine whether the approving resolution is voted on:
a) at a meeting of persons entitled to vote on the resolution convened and conducted, subject to the provisions of article 6.12 (“Persons entitled to vote”), as if it were a general meeting of the Company IRESS Limited | A.B.N. 47 060 313 359 13 Constitution | 5 May 2011 convened and conducted in accordance with this Constitution and the Corporations Act with such modifications as the Directors determine the circumstances require; or
b) by means of a postal ballot conducted in accordance with the following procedure:
i. a notice of postal ballot and ballot paper must be sent to all persons entitled to vote on the resolution not less than 14 days before the date specified in the notice for closing of the postal ballot, or such lesser period as the Directors determine the circumstances require;
ii. the non-receipt of a notice of postal ballot or ballot paper by, or the accidental omission to give a notice of postal ballot or ballot paper to, a person entitled to receive them does not invalidate the postal ballot or any resolution passed under the postal ballot;
iii. the notice of postal ballot must contain the text of the resolution and the date for closing of the ballot and may contain any other information the Directors consider appropriate;
iv. each ballot paper must specify the name of the person entitled to vote;
v. a postal ballot is only valid if the ballot paper is duly completed and:
(1) if the person entitled to vote is an individual, signed by the individual or a duly authorised attorney; or
(2) if the person entitled to vote is a corporation, executed under seal or as permitted by the Corporations Act or under the hand of a duly authorised officer or duly authorised attorney;
vi. a postal ballot is only valid if the ballot paper and the power of attorney or other authority, if any, under which the ballot paper is signed or a copy of that power or authority certified as a true copy by statutory declaration is or are received by the Company before close of business on the date specified in the notice of postal ballot for closing of the postal ballot at the registered office or share registry of the Company or at such other place as is specified for that purpose in the notice of postal ballot; and
vii. a person may revoke a postal ballot vote by notice in writing to be received by the Company before the close of business on the date for closing of the postal ballot.

6.12 Persons entitled to vote

The only persons entitled to vote on the approving resolution are those persons who, as at the end of the day on which the first offer under the bid was made, held bid class securities. Each person who is entitled to vote is entitled to one vote for each bid class security held by that person at that time. Neither the bidder nor any associate of the bidder is entitled to vote on the resolution.

6.13 Resolution passed or rejected

If the resolution is voted on in accordance with articles 6.10 (“Resolution required for partial takeover transfers”) to 6.12 (“Persons entitled to vote”) then it is to be taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than one-half, and otherwise is to be taken to have been rejected.

6.14 Resolution taken as passed

If a resolution to approve the bid has not been voted on as at the end of the day before the fourteenth day before the last day of the offer period, then a resolution to approve the bid is taken to have been passed in accordance with articles 6.11 (“Procedure for resolution”) to 6.13 (“Resolution passed or rejected”).

6.15 Takeover articles cease to have effect

Articles 6.10 (“Resolution required for partial takeover transfers”) to 6.14 (“Resolution taken as passed”) cease to have effect on the day three years after the later of their adoption or last renewal. IRESS Limited | A.B.N. 47 060 313 359 14 Constitution | 5 May 2011

7. Transmission of shares

7.1 Transmission of shares on death of holder

If a Member, who does not hold shares jointly dies, the Company will recognise only the personal representative of the Member as being entitled to the Member’s interest in the shares.

7.2 Information given by personal representative

If the personal representative gives the Directors the information they reasonably require to establish the representative’s entitlement to be registered as a holder of the shares
a) the personal representative may:
i. by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or
ii. by giving a completed transfer form to the Company, transfer the shares to another person; and
b) the personal representative is entitled, whether or not registered as the holder of the shares, to the same rights as the Member. On receiving an election under paragraph (a)(i), the Company must register the personal representative as the holder of the shares. A transfer under paragraph (a)(ii) is subject to the articles that apply to transfers generally.

7.3 Death of joint owner

If a Member, who holds shares jointly dies, the Company will recognise only the survivor as being entitled to the Member’s interest in the shares. The estate of the Member is not released from any liability in respect of the shares.

7.4 Transmission of shares on bankruptcy

If a person entitled to shares because of the bankruptcy of a Member gives the Directors the information they reasonably require to establish the person’s entitlement to be registered as holder of the shares, the person may:
a) by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or
b) by giving a completed transfer form to the Company, transfer the shares to another person. On receiving an election under paragraph (a), the Company must register the person as the holder of the shares. A transfer under paragraph (b) is subject to the articles that apply to transfers generally. This article has effect subject to the Bankruptcy Act 1966 (Cwlth).

7.5 Transmission of shares on mental incapacity

If a person entitled to shares because of the mental incapacity of a Member gives the Directors the information they reasonably require to establish the person’s entitlement to be registered as the holder of the shares:
a) the person may:
i. by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or
ii. by giving a completed transfer form to the Company, transfer the shares to another person; and
b) the person is entitled, whether or not registered as the holder of the shares, to the same rights as the Member. On receiving an election under paragraph (a)(i), the Company must register the person as the holder of the shares. A transfer under paragraph (a)(ii) is subject to the articles that apply to transfers generally. This article has effect subject to the Bankruptcy Act 1966 (Cwlth). IRESS Limited | A.B.N. 47 060 313 359 15 Constitution | 5 May 2011

8. General meetings

8.1 Annual general meeting

Annual general meetings of the Company are to be held in accordance with the Corporations Act.

8.2 Convening a general meeting

The Directors may convene and arrange to hold a general meeting of the Company whenever they think fit and must do so if required to do so under the Corporations Act.

8.3 Notice of general meeting

Notice of a meeting of Members must be given in accordance with article 18 (“Service of documents”), the Corporations Act and the Listing Rules.

8.4 Calculation of period of notice

In computing the period of notice under article 8.3 (“Notice of general meeting”), the day on which the notice is given or taken to be given is included and the day of the meeting convened by it is to be disregarded.

8.5 Cancellation or postponement of a meeting

Where a meeting of Members (including an annual general meeting) is convened by the Directors they may, whenever they think fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them or change the place for the meeting. This article 8.5 (“Cancellation or postponement of a meeting”) does not apply to a meeting convened in accordance with the Corporations Act by a single Director, by Members, by the Directors on the request of Members or to a meeting convened by a court.

8.6 Notice of cancellation or postponement of a meeting

Notice of cancellation or postponement or change of place of a general meeting must state the reason for cancellation or postponement and be:
a) given to each Member individually;
b) given to ASX; or
c) subject to the Corporations Act and the Listing Rules, given in any other manner determined by the Directors.

8.7 Contents of notice postponement of meeting

A notice of postponement of a general meeting must specify:
a) the postponed date and time for the holding of the meeting;
b) a place for the holding of the meeting which may be either the same as or different from the place specified in the notice convening the meeting; and
c) if the meeting is to be held in two or more places, the technology that will be used to facilitate the holding of the meeting in that manner.

8.8 Number of clear days for postponement of meeting

The number of clear days from the giving of a notice postponing the holding of a general meeting to the date specified in that notice for the holding of the postponed meeting must not be less than the number of clear days notice of the general meeting required to be given by this Constitution or the Corporations Act.

8.9 Business at postponed meeting

The only business that may be transacted at a general meeting the holding of which is postponed is the business specified in the original notice convening the meeting.

8.10 Proxy, attorney or representative at postponed meeting

Where:
a) by the terms of an instrument appointing a proxy or attorney or of an appointment of a Representative, a proxy or an attorney or a Representative is authorised to attend and vote at a general meeting to be held on a specified date or at a general meeting or general meetings to be held on or before a specified date; and
b) the date for holding the meeting is postponed to a date later than the date specified in the instrument of proxy, power of attorney or appointment of Representative, IRESS Limited | A.B.N. 47 060 313 359 16 Constitution | 5 May 2011 then, by force of this article, that later date is substituted for and applies to the exclusion of the date specified in the instrument of proxy, power of attorney or appointment of Representative unless the Member appointing the proxy, attorney or Representative gives to the Company at its registered office notice in writing to the contrary not less than 48 hours before the time to which the holding of the meeting has been postponed.

8.11 Non-receipt of notice

The non-receipt of notice of a general meeting or cancellation or postponement of a general meeting by, or the accidental omission to give notice of a general meeting or cancellation or postponement of a general meeting to, a person entitled to receive notice does not invalidate any resolution passed at the general meeting or at a postponed meeting or the cancellation or postponement of a meeting.

8.12 Director entitled to notice of meeting

A Director is entitled to receive notice of and to attend all general meetings and all separate meetings of the holders of any class of shares in the capital of the Company and is entitled to speak at those meetings.

9. Proceedings at general meetings

9.1 Reference to a meeting

Unless the contrary intention appears, a reference to a Member in Part 9 means a person who is a Member, a proxy, attorney or a Representative of that Member.

9.2 Membership at a specified time

The Directors may determine, for the purposes of a particular general meeting, that all the shares that are quoted on ASX at a specified time before the meeting are taken to be held at the time of the meeting by the persons who hold them at the specified time. The determination must be made and published in accordance with the Corporations Act.

9.3 Number for a quorum

Subject to article 9.6 (“Adjourned meeting”), 5 Members present in person or by proxy, attorney or Representative are a quorum at a general meeting. In determining whether a quorum is present, each individual attending as a proxy, attorney or Representative is to be counted, except that:
a) where a Member has appointed more than one proxy, attorney or Representative, only one is to be counted; and
b) where an individual is attending both as a Member and as a proxy, attorney or Representative, that individual is to be counted only once. A Member placing a direct vote under article 9.24 (“Direct voting”) is not taken into account in determining whether or not there is a quorum at a general meeting.

9.4 Requirement for a quorum

An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it. If a quorum is present at the beginning of a meeting it is taken to be present throughout the meeting unless the chairman of the meeting (on the chairman’s own motion or at the instance of a Member, proxy, attorney or Representative who is present) declares otherwise.

9.5 Quorum and timer

If within 15 minutes after the time appointed for a meeting a quorum is not present, the meeting:
a) if convened by a Director, or by or on requisition of, Members, is dissolved; and
b) in any other case, stands adjourned to the same day in the next week and the same time and place, or to such other day, time and place as the Directors appoint by notice to the Members and others entitled to notice of the meeting.

9.6 Adjourned meeting

At a meeting adjourned under article 9.5(b) (“Quorum and time”), two persons each being a Member, proxy, attorney or Representative present at the meeting are a quorum and, if a quorum is not present within 15 minutes after the time appointed for the adjourned meeting, the meeting is dissolved. IRESS Limited | A.B.N. 47 060 313 359 17 Constitution | 5 May 2011

9.7 Appointment and powers of chairman of general meeting

If the Directors have elected one of their number as chairman of their meetings, that person is entitled to preside as chairman at a general meeting.

9.8 Absence of chairman at general meeting

If a general meeting is held and a chairman has not been elected by the Directors or the elected chairman is not present within 15 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act, the following may preside as chairman of the meeting (in order of precedence):
a) the deputy chairman (if any);
b) a Director chosen by a majority of the Directors present;
c) the only Director present;
d) a Member chosen by a majority of the Members present in person or by proxy, attorney or Representative.

9.9 Conduct of general meetings

The chairman of a general meeting:
a) has charge of the general conduct of the meeting and of the procedures to be adopted at the meeting;
b) may require the adoption of any procedure which is in the chairman’s opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and
c) may, having regard where necessary to the Corporations Act, terminate discussion or debate on any matter whenever the chairman considers it necessary or desirable for the proper conduct of the meeting, and a decision by the chairman under this article is final.

9.10 Adjournment of general meeting

The chairman of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting at any time and any place. In exercising this discretion, the chairman may, but need not, seek the approval of the Members present. Unless required by the chairman, no vote may be taken or demanded by the Members present in respect of any adjournment. Only unfinished business is to be transacted at a meeting resumed after an adjournment.

9.11 Notice of adjourned meetings

It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for one month or more . In that case, notice of the adjourned meeting must be given as in the case of an original meeting.

9.12 Questions decided by majority

Subject to the requirements of the Corporations Act, a resolution is taken to be carried if a simple majority of the votes cast on the resolution are in favour of it.

9.13 Equality of votes - No casting vote for chairman

If there is an equality of votes, either on a show of hands or on a poll, the chairman of the meeting is not entitled to a casting vote in addition to any votes to which the chairman is entitled as a Member or proxy or attorney or Representative.

9.14 Declaration of result

Unless a poll is properly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact. Neither the chairman nor the minutes need state and it is not necessary to prove the number or proportion of the votes recorded in favour of or against the resolution. IRESS Limited | A.B.N. 47 060 313 359 18 Constitution | 5 May 2011

9.15 Poll

If a poll is properly demanded, it must be taken in the manner and at the date and time directed by the chairman and the result of the poll is the resolution of the meeting at which the poll was demanded. A poll demanded on the election of a chairman or on a question of adjournment must be taken immediately. A demand for a poll may be withdrawn. A demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

9.16 Entitlement to vote

Subject to article 9.26 (“Multiple votes”) and any rules prescribed by the Directors pursuant to article 9.24 (“Direct voting”) and any rights or restrictions for the time being attached to any class or classes of shares and to this Constitution:
a) on a show of hands, each Member present in person and each other person present as a proxy, attorney or Representative of a Member has one vote; and
b) on a poll, each Member present in person has one vote for each fully paid share held by the Member and each person present as proxy, attorney or Representative of a Member has one vote for each fully paid share held by the Member that the person represents. A Member is not entitled to vote at a general meeting in respect of shares which are the subject of a current Restriction Agreement for so long as any breach of that agreement subsists. Without limitation to 9.24 (“Direct voting”), a reference in (b) to “each Member present” includes a Member who has duly lodged a valid direct vote in respect of the relevant resolution under article 9.24 (“Direct voting”).

9.17 Voting on a poll for partly paid shares

Subject to article 9.21 and the terms on which shares are issued, if a Member holds partly paid shares, the number of votes the Member has in respect of those shares on a poll is the proportion of those shares that equals the proportion that the aggregate amount paid on those shares bears to their aggregate issue price. To determine the aggregate amount paid on the shares, exclude any amount:
c) paid or credited as paid in advance of a call; and
d) credited as paid on those shares to the extent that it exceeds the value (ascertained at the time of issue of those shares) of the consideration received for the issue of those shares.

9.18 Fractions disregarded for a poll

On the application of article 9.17 (“Voting on a poll for partly paid shares”), disregard any fraction which arises.

9.19 Joint shareholders' vote

If a share is held jointly and more than one Member votes in respect of that share, only the vote of the Member whose name appears first in the Register counts.

9.20 Vote of shareholder of unsound mind

If a Member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, then the Member’s committee or trustee or any other person who properly has the management of the Member’s estate may exercise any rights of the Member in relation to a general meeting as if the committee, trustee or other person were the Member.

9.21 Effect of unpaid

A Member is not entitled at a general meeting to cast a vote attached to a share on which a call is due and payable and has not been paid. IRESS Limited | A.B.N. 47 060 313 359 19 Constitution | 5 May 2011

9.22 Validity of vote in certain circumstances

Unless the Company has received written notice of the matter before the start or resumption of the meeting at which a person votes as a proxy, attorney or Representative, a vote cast by a person as a proxy, attorney or Representative is valid even if before the person votes:
a) the appointing Member dies;
b) the Member is mentally incapacitated;
c) the Member revokes the appointment or authority;
d) the Member revokes the authority under which the appointment was made by a third party; or
e) the Member transfers the share in respect of which the appointment or authority was given.

9.23 Objective to voting qualification

An objection to the right of a person to attend or vote at the meeting or adjourned meeting:
a) may not be raised except at that meeting or adjourned meeting; and
b) must be referred to the chairman of the meeting, whose decision is final. A vote not disallowed under the objection is valid for all purposes.

9.24 Direct voting

The Directors may determine that at any general meeting or class meeting, a Member who is entitled to attend and vote at that meeting is entitled to a direct vote. A “direct vote” includes a vote delivered to the Company by post, fax or other electronic means approved by Directors from time to time. The Directors may prescribe rules to govern direct voting including specification as to the form, method and timing of giving the direct vote in order for the vote to be valid.

9.25 Treatment of direct votes

A direct vote on a resolution at a meeting in respect of a share cast in accordance with article 9.24 is of no effect and will be disregarded:
a) if, at the time of the resolution, the person who cast the direct vote:
i. is not entitled to vote on the resolution in respect of the share; or
ii. would not be entitled to vote on the resolution in respect of the share if the person were present at the meeting at which the resolution is considered;
b) if, had the vote been cast in person at the meeting at which the resolution is considered:
i. the vote would not be valid; or
ii. the Company would be obliged to disregard the vote;
c) subject to article 9.26, if the person who cast the direct vote is present in person at the meeting at the time the resolution is considered; and
d) if the direct vote was cast otherwise than in accordance with any regulations, rules and procedures prescribed by the Directors under article 9.24.

9.26 Multiple votes

If the Company receives a direct vote on a resolution at a meeting in accordance with article 9.24 and, prior to or at the same time as receipt of the direct vote, the Company receives an instrument appointing a proxy, attorney or Representative to vote on behalf of the same Member on that resolution, the Company will be entitled to regard the direct vote as effective in respect of that resolution and to disregard any vote cast by the proxy, attorney or Representative on the resolution at the meeting. IRESS Limited | A.B.N. 47 060 313 359 20 Constitution | 5 May 2011

10. The directors

10.1 Number of directors

Unless otherwise determined by the Company in general meeting, the number of Directors is to be not less than three nor more than:
a) eight; or
b) any lesser number than 8 determined by the Directors (but the number must not be less than the number of Directors in office at the time the determination takes effect). The Directors in office at the time of adoption of this Constitution continue in office subject to this Constitution.

10.2 Change of number of directors

The Company in general meeting may by resolution increase or reduce the minimum or maximum number of Directors.

10.3 Retirement and election of directors

a) A Director must not hold office without re-election:
i. past the third annual general meeting following the Director’s appointment or last election; or
ii. for more than three years, whichever is the longer.
b) There must be an election of Directors at each annual general meeting of the Company. This can be satisfied by one or more of the following so long as the maximum number of Directors under article 10.1 (“Number of Directors”) is not exceeded: i. a person standing for election as a new Director having nominated in accordance with article 10.6(“Eligibility for election as Director”);
ii. any Director who was appointed under article 10.7 (“Casual vacancy”) standing for election as a Director;
iii. any Director who is retiring at the end of the annual general meeting due to the tenure limitation in article 10.3(a) (“Retirement and election of Directors”), standing for re-election; or
iv. if no person or Director is standing for election or re-election in accordance with paragraphs (i), (ii) or (iii), then the Director who has been a Director the longest time without re-election must retire and stand for re-election. If two or more Directors have been a Director the longest and an equal time without reelection, then in default of agreement, the Director to retire will be determined by ballot.
c) This article does not apply to the Managing Director who is exempted from retirement by rotation in accordance with article 12.28 (“One Managing Director exempt from retirement by rotation”).

10.4 Office held until conclusion of meeting

A retiring Director holds office until the conclusion of the meeting at which that Director retires but is eligible for re-election.

10.5 Director elected at general meeting

The Company may, at a general meeting at which a Director retires or otherwise vacates office, by resolution fill the vacated office by electing a person to that office.

10.6 Eligibility for election as director

Except for: a) a person who is eligible for election or re-election under article 10.3 (“Retirement and election of directors”) or 10.7 (“Casual Vacancy”); or
b) a person recommended for election by the Directors, a person is not eligible for election as a Director at a general meeting of the Company unless a consent to nomination signed by the person has been lodged at the Registered Office at least:
i. in the case of a meeting that members have requested the Directors to call, 30 business days before the general meeting; and
ii. in any other case, 35 business days before the general meeting, but, in each case, no more than 90 business days before the meeting. IRESS Limited | A.B.N. 47 060 313 359 21 Constitution | 5 May 2011

10.7 Casual vacancy

The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, provided the total number of Directors does not exceed the maximum number determined in accordance with article 10.1 (“Number of Directors”). A Director appointed under this article holds office until the conclusion of the next annual general meeting of the Company but is eligible for election at that meeting.

10.8 Remuneration of directors

The Directors are entitled to be remunerated for their services as Directors and the total amount or value of the remuneration must not exceed $600,000 per annum or any other amount per annum as the Company in general meeting determines. The remuneration is to be divided among the Directors in the proportion and manner agreed between them or, in default of agreement, equally. This article does not apply to the remuneration of a Managing Director or an Executive Director in either capacity. The Directors’ remuneration accrues from day to day.

10.9 Additional or special duties

If a Director at the request of the Directors performs additional or special duties for the Company, the Company may remunerate that Director as determined by the Directors and that remuneration may be either in addition to or in substitution for that Director’s remuneration under article 10.8 (“Remuneration of Directors”).

10.10 Retirement benefit

Subject to the Listing Rules and Corporations Act, the Company may pay a former Director, or the personal representatives of a Director who dies in office, a retirement benefit in recognition of past services of an amount determined by the Directors. The Company may also enter into a contract with a Director providing for payment of a retiring benefit. A retirement benefit paid under this article is not remuneration to which article 10.8 (“Remuneration of Directors”) applies.

10.11 Expenses

A Director is also entitled to be reimbursed out of the funds of the Company such reasonable travelling, accommodation and other expenses as the Director may incur when travelling to or from meetings of the Directors or a Committee or when otherwise engaged on the business of the Company.

10.12 Directors's interests

Subject to complying with the Corporations Act regarding disclosure of and voting on matters involving material personal interests, a Director may:
a) hold any office or place of profit in the Company, except that of auditor;
b) hold any office or place of profit in any other company, body corporate, trust or entity promoted by the Company or in which it has an interest of any kind;
c) enter into any contract or arrangement with the Company;
d) participate in any association, institution, fund, trust or scheme for past or present employees or directors of the Company or persons dependent on or connected with them;
e) act in a professional capacity (or be a member of a firm which acts in a professional capacity) for the Company, except as auditor; and
f) participate in, vote on and be counted in a quorum for any meeting, resolution or decision of the Directors and may be present at any meeting where any matter is being considered by the Directors;
g) exercise the voting power conferred by securities in any entity held by the Company, as they determine including in circumstances where a Director may be interested in the exercise, such as a resolution appointing a Director as an officer of the entity or providing for the payment of remuneration to officers of the entity; and
h) do any of the above despite the fiduciary relationship of the Director’s office:
i. without any liability to account to the Company for any direct or indirect benefit accruing to the Director; and
ii. without affecting the validity of any contract or arrangement. A reference to the Company in this article 10.12 (“Director’s interests”) is also a reference to each related body corporate of the Company. IRESS Limited | A.B.N. 47 060 313 359 22 Constitution | 5 May 2011

10.13 Signing documents

A Director is not disqualified because of a material personal interest from signing or participating in the execution of a document by or on behalf of the Company.

10.14 Vacation of office of director

In addition to the circumstances in which the office of a Director becomes vacant under the Corporations Act, the office of a Director becomes vacant if the Director:
a) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
b) resigns from the office by notice in writing to the Company;
c) is not present personally or by proxy or represented by an Alternate Director at meetings of the Directors for a continuous period of 6 months without leave of absence from the Directors; or
d) is removed from office by resolution under section 203D of the Corporations Act, but without depriving the Director of any compensation or damages payable to the Director in respect of the termination of the Director’s appointment as a Director or of an appointment terminating with that appointment.

11. Powers and duties of directors

11.1 Directors to manage company

The business of the Company is to be managed by the Directors, who may exercise all such powers of the Company as are not, by the Corporations Act or by this Constitution, required to be exercised by the Company in general meeting.

11.2 Specific powers of directors

Without limiting the generality of article 11.1 (“Directors to manage Company”), the Directors may exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

11.3 Appointment of attorney

The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for the purposes and with the powers, authorities and discretions vested in or exercisable by the Directors for such period and subject to such conditions as they think fit.

11.4 Provision in powers of attorney

Any power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate (including by way of appointment of a substitute attorney) all or any of the powers, authorities and discretions vested in the attorney.

11.5 Minutes

The Directors must cause minutes of meetings to be made and kept in accordance with the Corporations Act.

11.6 Signing of cheques

Cheques, promissory notes, bankers’ drafts, bills of exchange and other negotiable instruments, and receipts for money paid to the Company, must be signed, drawn, accepted, endorsed or otherwise executed in the manner and by the persons as the Directors determine. IRESS Limited | A.B.N. 47 060 313 359 23 Constitution | 5 May 2011

12. Proceedings of directors

12.1 Directors' meetings

The Directors may meet together for the despatch of business and adjourn and otherwise regulate their meetings as they think fit.

12.2 Director may convene a meeting

A Director may at any time, and the Secretary must on the written request of a Director, convene a meeting of the Directors.

12.3 Question decided by majority

Questions arising at a meeting of Directors are to be decided by a majority of votes of Directors present and entitled to vote. Their decision is for all purposes a decision of the Directors.

12.4 Alternate director or proxy and voting

A person who is present at a meeting of Directors as an Alternate Director or as a proxy for another Director has one vote for each absent Director who would be entitled to vote if present at the meeting and for whom that person is an Alternate Director or proxy and, if that person is also a Director, has one vote as a Director in that capacity.

12.5 Chairman's casting vote

The chairman of the meeting has a casting vote in addition to his vote as a Director.

12.6 Appointment of alternate director

Subject to the Corporations Act, a Director may appoint a person, approved by a majority of the other Directors, to be an Alternate Director in the Director’s place during such period as the Director thinks fit.

12.7 Alternate director and meetings

An Alternate Director is entitled to notice of all meetings of the Directors and, if the appointor does not attend a meeting, is entitled to attend and vote in the appointor’s place.

12.8 Alternate director's powers

An Alternate Director may exercise all the powers except the power to appoint an Alternate Director and, subject to the Corporations Act, may perform all the duties of the appointor insofar as the appointor has not exercised or performed them.

12.9 Alternate director responsible for own acts and defaults

While acting as a Director, an Alternate Director:
a) is an officer of the Company and not the agent of the appointor; and
b) is responsible to the Company for the Alternate Director’s own acts and defaults and the appointor is not responsible for them.

12.10 Alternate director and remuneration

An Alternate Director is not entitled to receive from the Company any remuneration or benefit under article 10.8 (“Remuneration of Directors”) or 10.10 (“Retirement benefit”).

12.11 Termination of appointment of alternate director

The appointment of an Alternate Director may be terminated at any time by the appointor even if the period of the appointment of the Alternate Director has not expired, and terminates in any event if the appointor ceases to be a Director.

12.12 Appointment or termination in writing

An appointment, or the termination of an appointment, of an Alternate Director must be effected by a notice in writing signed by the Director who makes or made the appointment and delivered to the Company.

12.13 Alternate director and number of directors

An Alternate Director is not to be taken into account separately from the appointor in determining the number of Directors. IRESS Limited | A.B.N. 47 060 313 359 24 Constitution | 5 May 2011 12.14

12.14 Director attending and voting by proxy

A Director may attend and vote by proxy at a meeting of the Directors if the proxy:
a) is another Director; and
b) has been appointed in writing signed by the appointor. The appointment may be general or for one or more particular meetings. A Director present as a proxy for another Director who would be entitled to vote if present at the meeting has one vote for that other Director and one vote as a Director in that capacity.

12.15 Quorum for directors' meeting

At a meeting of Directors, the number of Directors whose presence in person or by proxy is necessary to constitute a quorum is determined by the Directors and, unless so determined, is two.

12.16 Remaining directors may act

The continuing Directors may act despite a vacancy in their number. If their number is reduced below the minimum fixed by article 10.1 (“Number of Directors”), the continuing Directors may, except in an emergency, act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum or to convene a general meeting.

12.17 Chairman of directors

The Directors may elect one of their number as chairman of their meetings and may also determine the period for which the person elected as chairman is to hold office.

12.18 Absence of chairman at directors' meeting

If a Directors’ meeting is held and:
a) a chairman has not been elected under article 12.17 (“Chairman of Directors”); or
b) the chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act, the Directors present must elect one of their number to be a chairman of the meeting.

12.19 Directors' committees

The Directors may delegate any of their powers, other than powers required by law to be dealt with by directors as a board, to a committee or committees consisting of at least one Director and such other persons as they think fit.

12.20 Powers delegated to directors' committee

A committee to which any powers have been delegated under article 12.19 (“Directors’ committees”) must exercise those powers in accordance with any directions of the Directors.

12.21 Chairman of directors s committee

The members of a committee may elect one of their number as chairman of their meetings. If a meeting of a committee is held and a chairman has not been elected or the chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act, the members involved may elect one of their number to be chairman of the meeting.

12.22 Meetings of directors' committee

A committee may meet and adjourn as it thinks proper.

12.23 Determination of questions

Questions arising at a meeting of a committee are to be determined by a majority of votes of the members involved and voting.

12.24 Circulating resolutions

a) The Directors may pass a resolution without a Directors’ meeting being held if all of the Directors entitled to vote on the resolution sign or signify their assent to a document containing a statement that they are in favour of the resolution set out in the document. The resolution is passed when the last Director signs or signifies their assent.

b) Directors may signify their assent to a document referred to in paragraph (a) by:
i. signing the document (or a copy of the document);
IRESS Limited | A.B.N. 47 060 313 359 25 Constitution | 5 May 2011
ii. giving to the Secretary or chairman elected under article 12.17 (“Chairman of Directors”) a written notice (including by fax or other electronic means) signifying assent to the resolution and either setting out its terms or otherwise clearly identifying its terms; or
iii. telephoning the Secretary or chairman elected under article 12.17 (“Chairman of Directors”) and signifying assent to the resolution and clearly identifying its terms.
c) Where a Director signifies assent to a document under paragraph (b) other than by signing the document or a copy of the document, the Director must by way of confirmation sign the document (or a copy of it) before or at the next meeting of Directors attended by that Director. However, a Director’s failure to do so does not invalidate a resolution to which the document relates.

12.25 Validity of acts of directors

All acts done at a meeting of the Directors or of a committee of Directors, or by a person acting as a Director are, even if it is afterwards discovered that:
a) there was a defect in the appointment or continuance in office of a person as a Director or of the person so acting; or
b) a person acting as a Director was disqualified or was not entitled to vote, as valid as if the relevant person had been duly appointed or had duly continued in office and was qualified and entitled to vote.

12.26 Appointment of managing and executive directors

The Directors may:
a) appoint one or more of their number to the office of Managing Director or as an Executive Director or to any other office, except auditor, or employment under the Company for the period and on the terms they think fit; and
b) subject to the terms of any contract between the relevant Director and the Company, at any time remove or dismiss any Managing Director or Executive Director from that office and appoint another Director in their place.

12.27 Ceasing to be managing or executive director

A Managing Director or Executive Director automatically ceases to be a Managing Director or Executive Director on ceasing to be a Director.

12.28 One managing director exempt from retirement by rotation

One Managing Director, nominated by the Directors, is exempt from retirement by rotation under article 10.3 (“Rotation of Directors”).

12.29 Remuneration of managing and executive directors

The remuneration of a Managing Director or an Executive Director may be fixed by the Directors and may be by way of salary or commission or participation in profits or by all or any of those modes, but may not be by a commission on or percentage of operating revenue.

12.30 Powers of managing and executive directors

The Directors may:
a) confer on a Managing Director or an Executive Director such of the powers exercisable by them, on such terms and conditions and with such restrictions, as they think fit; and
b) withdraw or vary any of the powers conferred on a Managing Director or an Executive Director.

12.31 Delegation of directors' powers

The Directors may delegate any of their powers to any persons they select for any period, to be exercised for any objects and purposes on any terms and subject to any conditions and restrictions as they think fit, and may revoke, withdraw, alter or vary the delegation of any of those powers. The powers of delegation expressly or impliedly conferred by this Constitution on the Directors are conferred in substitution for, and to the exclusion of, the power conferred by section 198D of the Corporations Act. IRESS Limited | A.B.N. 47 060 313 359 26 Constitution | 5 May 2011

13. Secretary

13.1 Appointment of secretary

There must be at least one secretary of the Company who is to be appointed by the Directors.

13.2 Suspension and removal of secretary

The Directors may suspend or remove a Secretary from that office.

13.3 Powers, duties and authorities of secretary

The Directors may vest in a Secretary such powers, duties and authorities as they may from time to time determine and the Secretary must exercise all such powers and authorities subject at all times to the control of the Directors.

14. Seals

14.1 Safe custody of common seals

The Directors must provide for the safe custody of any seal of the Company.

14.2 Use of common seal

If the Company has a common seal or duplicate common seal:
a) it may be used only by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise its use; and
b) every document to which it is affixed must be signed by a Director and be countersigned by another Director, a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

15. Inspection of records

15.1 Inspection by members

Subject to the Corporations Act, the Directors may determine whether and to what extent, and at what time and places and under what conditions, the accounting records and other documents of the Company or any of them will be open to the inspection of Members (other than Directors)

15.2 Right of a member to inspect

A Member (other than a Director) does not have the right to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in general meeting. IRESS Limited | A.B.N. 47 060 313 359 27 Constitution | 5 May 2011

16. Dividends and reserves

16.1 Payment of dividend

Subject to the Corporations Act, this Constitution and the rights of persons (if any) entitled to shares with special rights to dividend, the Directors may determine that a dividend is payable, fix the amount and the time for payment and authorise the payment or crediting by the Company to, or at the direction of, each Member entitled to that dividend.

16.2 No interest on dividends

Interest is not payable by the Company on a dividend.

16.3 Reserves carried forward

Subject to the Corporations Act, the Directors may before paying any dividend, set aside such sums as they think proper as reserves, to be applied, at the discretion of the Directors, for any purpose for which such sums may be properly applied. Pending any application, the reserves may, at the discretion of the Directors, be used in the business of the Company or be invested in such investments as the Directors think fit. The Directors may carry forward any remaining sums as they consider ought not to be distributed as dividends without transferring those profits to a reserve.

16.4 Calculations and appointments of dividends

Subject to the rights of any persons entitled to shares with special rights as to dividend and to the terms of any shares issued to the contrary, all sums that the Company determines are to be distributed among the Members as dividends are divisible among the Members so that, on each occasion on which a dividend is paid:
a) the same sum is paid on each share on which all amounts payable have been paid; and
b) the sum paid on a share on which all amounts payable have not been paid is the proportion of the sum referred to in paragraph (a) that the amount paid on the shares bears to the total of the amounts paid and payable on the share. To determine the amount paid on a share, exclude any amount:
a) paid or credited as paid in advance of a call; and
b) credited as paid on a share to the extent that it exceeds the value (ascertained at the time of issue of the share) of the consideration received for the issue of the share.

16.5 Deduction from dividends

The Directors may deduct from any dividend payable to, or at the direction of, a Member all sums of money (if any) presently payable by that Member to the Company on account of calls or otherwise in relation to shares in the Company.

16.6 Distribution of specific assets

When resolving to pay a dividend, the Directors may:
a) resolve that the dividend be satisfied either wholly or partly by the distribution of specific assets to some or all of the persons entitled to the dividend, including fully paid shares in or debentures of the Company or fully paid shares in or debentures of any other body corporate; and
b) direct that the dividend payable in respect of any particular shares be satisfied wholly or partly by such a distribution and that the dividend payable in respect of other shares be paid in cash.

16.7 Resolution of distribution difficulties

If a difficulty arises in regard to a distribution under article 16.6 (“Distribution of specific assets”) , the Directors may:
a) settle the matter as they consider expedient;
b) fix the value for distribution of the specific assets or any part of those assets;
c) determine that cash payments will be made to, or at the direction of, any Members on the basis of the value so fixed in order to adjust the rights of all parties; and
d) vest any such specific assets in trustees as the Directors consider expedient. IRESS Limited | A.B.N. 47 060 313 359 28 Constitution | 5 May 2011 If a distribution of specific assets to, or at the direction of, a particular Member or Members is illegal or, in the Directors’ opinion, impracticable the Directors may make a cash payment to the Member or Members on the basis of the cash amount of the dividend instead of the distribution of specific assets.

16.8 Payment by cheque and receipts from joint holders

A dividend, interest or other money payable in cash in respect of shares may be paid using any payment method chosen by the Company, including:
a) by cheque sent through the post directed to the address of the holder as shown in the Register or, in the case of joint holders, to the address of the joint holder first named in the Register; b) by cheque sent through the post directed to such other address as the holder or joint holder in writing directs; or
c) by some other method of direct credit determined by the Directors to the holder or holders shown on the Register or to such person or place directed by them.

16.9 Effectual receipt from one joint holder

Any one of two or more joint holders may give an effectual receipt for any dividend, interest or other money payable in respect of the shares held by them as joint holders.

16.10 Election to reinvent dividend

Subject to the Listing Rules, the Directors may grant to Members or any class of Members the right to elect to reinvest cash dividends paid by the Company by subscribing for shares in the Company on such terms and conditions as the Directors think fit.

16.11 Election to accept shares in lieu of dividend

Subject to the Listing Rules, the Directors may determine in respect of any dividend which it is proposed to pay on any shares of the Company that holders of the shares may elect:
a) to forego the right to share in the proposed dividend or part of such proposed dividend; and
b) to receive instead an issue of shares credited as fully paid on such terms as the Directors think fit.

16.12 Unclaimed dividends

Unclaimed dividends may be invested by the Directors as they think fit for the benefit of the Company until claimed or until required to be dealt with in accordance with any law relating to unclaimed moneys.

17. Capitalisation of profits

17.1 Capitalisation of reserves and profits

The Directors:
a) may resolve to capitalise any sum, being the whole or a part of the amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to Members; and
b) may, but need not, resolve to apply the sum in any of the ways mentioned in article 17.2 (“Applying a sum for the benefit of Members”) , for the benefit of Members in the proportions to which those Members would have been entitled in a distribution of that sum by way of dividend.

17.2 Applying a sum for the benefit of members

The ways in which a sum may be applied for the benefit of Members under article 17.1 (“Capitalisation of reserves and profits”) are:
a) in paying up any amounts unpaid on shares held by Members;
b) in paying up in full unissued shares or debentures to be issued to Members as fully paid; or
c) partly as mentioned in paragraph (a) and partly as mentioned in paragraph (b). IRESS Limited | A.B.N. 47 060 313 359 29 Constitution | 5 May 2011

17.3 Effecting the resolution

The Directors may do all things necessary to give effect to the resolution under article 17.1 and, in particular, to the extent necessary to adjust the rights of the Members among themselves, may
a) make cash payments in cases where shares or debentures become issuable in fractions; and
b) authorise any person to make, on behalf of all or any of the Members entitled to any further shares or debentures on the capitalisation, an agreement with the Company providing for: i. the issue to them, credited as fully paid up, of any further shares or debentures; or
ii. the payment by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised, and any agreement so made is effective and binding on all the Members concerned.

18. Service of documents

18.1 Documents includes notice

In Part 18, a reference to a document includes a notice and a notification by electronic means.

18.2 Methods of service

The Company may give a document to a Member:
a) personally;
b) by delivering it or sending it by post to the address for the Member in the Register or an alternative address nominated by the Member; or
c) by sending it to a fax number or electronic address or by other electronic means nominated by the Member.

18.3 Post

A document sent by post:
a) if sent to an address in Australia, may be sent by ordinary post; and
b) if sent to an address outside Australia, must be sent by airmail, and in either case is taken to have been given and received on the day after the date of its posting.

18.4 Fax or electronic transmission

If a document is sent by fax or electronic transmission, delivery of the document is taken:
a) to be effected by properly addressing and transmitting the fax or electronic transmission; and
b) to have been delivered on the day following its transmission.

18.5 Evidence of service

A certificate in writing signed by a Director or a Secretary stating that a document was sent, delivered or given to a Member personally, by post, fax or other electronic means on a particular date is prima facie evidence that the document was sent, delivered or given on that date and by that means.

18.6 Joint holders

A document may be given by the Company to the joint holders of a share by giving it to the joint holder first named in the Register in respect of the share.

18.7 Persons entitled to shares

A person who by operation of law, transfer or other means whatsoever becomes entitled to any share is absolutely bound by every document given in accordance with this article to the person from whom that person derives title prior to registration of that person’s title in the Register. IRESS Limited | A.B.N. 47 060 313 359 30 Constitution | 5 May 2011

19. Winding up

19.1 Distribution of assets

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company, divide among the Members in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair on any property to be so divided and may determine how the division is to be carried out as between the Members or different classes of Members.

19.2 Powers of liquidator to vest property

The liquidator may, with the sanction of a special resolution of the Company, vest the whole or any part of any such property in trustees on such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Member is compelled to accept any shares or other securities in respect of which there is any liability on the part of the holder.

19.3 Shares issued on special terms

Articles 19.1 (“Distribution of assets”) and 19.2 (“Powers of liquidator to vest property”) do not prejudice or affect the rights of a Member holding shares issued on special terms and conditions.

20. Indemnity and insurance

20.1 Indemnity

To the maximum extent permitted by law, the Company may indemnify any person who is or has been a director or secretary or other officer of the Company or any subsidiary of the Company against:
a) any liability incurred by the person (except a liability for legal costs); and
b) all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings or inquiries, whether civil or criminal or of an administrative or investigatory nature, against the person or in which the person becomes involved, in each case, as director or secretary or other officer of the Company, any related body corporate of the Company or any Outside Entity.

20.2 Insurance

To the maximum extent permitted by law, the Company may pay or agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person who is or has been a director or secretary or other officer of the Company or any subsidiary of the Company against liability incurred by the person in that capacity or in the capacity of officer of a related body corporate of the Company or any Outside Entity.

20.3 Deed

The Company may enter into an agreement or deed with a person referred to in articles 20.1 (“Indemnity”) and 20.2 (“Insurance”) with respect to matters covered, and the discretions conferred, by those articles on such terms as the directors think fit. An agreement entered into pursuant to this article may include provisions relating to rights of access to the books of the Company conferred by the Corporations Act or otherwise by law. IRESS Limited | A.B.N. 47 060 313 359 31 Constitution | 5 May 2011

21. Restricted securities

21.1 Disposal during escrow period

Restricted Securities cannot be disposed of during the Escrow Period except as permitted by the Listing Rules or ASX. The Company must not acknowledge a disposal (including by registering a transfer) of Restricted Securities during the Escrow Period except as permitted by the Listing Rules or ASX.

21.2 Breach of restriction agreement or listing rules

During a breach of the Listing Rules relating to Restricted Securities, or a breach of a Restriction Agreement, the holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities.

21.3 Interpretation - Restricted securities

In this article, the expressions “disposed of”, “disposed”, “Escrow Period” and “Restricted Securities” have the same meaning as in the Listing Rules.

22. Small holdings

22.1 Definitions

In this article 22 (“Small Holdings”):
Divestment Notice means a notice given under article 22.2 (“Divestment Notice”) to a Small Holder or a New Small Holder
Marketable Parcel of Shares has the same meaning as in the Listing Rules; New Small Holder is a Member who is the holder or a joint holder of a New Small Holding; New Small Holding means a holding of Shares created after the date on which article 22 (“Small Holdings”) came into effect by the transfer of a parcel of Shares that was less than a Marketable Parcel of Shares at the time a transfer document was initiated or a paper based transfer was lodged; Relevant Period means the period specified in a Divestment Notice under article 22.3 (“Relevant Period”); Relevant Shares are the Shares specified in a Divestment Notice; Shares for the purposes of article 22 (“Small Holdings”) are shares in the Company all of the same class; Small Holder is a Member who is the holder or a joint holder of a Small Holding; Small Holding means a holding of Shares that at the relevant date is less than a Marketable Parcel of Shares but does not include a New Small Holding; Takeover has the same meaning as in the Listing Rules; and Uncertificated Securities has the same meaning as in the Listing Rules.

22.2 Divestment notice

If the Directors determine that a Member is a Small Holder or a New Small Holder the Company may give the Member a Divestment Notice to notify the Member:
a) that the Member is a Small Holder or a New Small Holder, the number of Shares making up the Small Holding or New Small Holding and the date on which the relevant determination was made;
b) that the Company intends to sell the Relevant Shares in accordance with this article after the end of the Relevant Period specified in the Divestment Notice;
c) if the Member is a Small Holder, that the Member may at any time before the end of the Relevant Period notify the Company in writing that the Member desires to retain the Relevant Shares and that if the Member does so the Company will not be entitled to sell the Relevant Shares under that Divestment Notice; and IRESS Limited | A.B.N. 47 060 313 359 32 Constitution | 5 May 2011
d) after the end of the Relevant Period the Company may for the purpose of selling the Relevant Shares that are in a CHESS holding initiate a holding adjustment to move those Shares from that CHESS holding to an Issuer Sponsored Holding or certificated holding. If the CHESS Rules apply to the Relevant Shares, the Divestment Notice must comply with those CHESS Rules.

22.3 Relevant period

For a Divestment Notice given to a Small Holder, the Relevant Period must be at least six weeks from the date the Divestment Notice was given. For a Divestment Notice given to a New Small Holder, the Relevant Period must be at least seven days from the date the Divestment Notice was given.

22.4 Company can sell relevant shares

At the end of the Relevant Period the Company is entitled to sell on-market or in any other way determined by the Directors:
a) the Relevant Shares of a Member who is a Small Holder, unless that Member has notified the Company in writing before the end of the Relevant Period that the Member desires to retain the Relevant Shares, in which event the Company must not sell those Relevant Shares under that Divestment Notice; and
b) the Relevant Shares of a Member who is a New Small Holder.

22.5 No obligation to sell

The Company is not bound to sell any Relevant Shares which it is entitled to sell under this article 22 (“Small Holdings”) but unless the Relevant Shares are sold within six weeks after the end of the Relevant Period the Company’s right to sell the Relevant Shares under the Divestment Notice relating to those Shares lapses and it must notify the Member to whom the Divestment Notice was given accordingly.

22.6 Company as member's attorney

To effect the sale and transfer by the Company of Relevant Shares of a Member, the Member appoints the Company and each Director and Secretary jointly and severally as the Member’s attorney in the Member’s name and on the Member’s behalf to do all acts and things which the Company considers necessary or appropriate to effect the sale or transfer of the Relevant Shares and, in particular:
a) to initiate a holding adjustment to move the Relevant Shares from a CHESS holding to an Issuer Sponsored Holding or a certificated holding; and
b) to execute on behalf of the Member all deeds instruments or other documents necessary to transfer the Relevant Shares and to deliver any such deeds, instruments or other documents to the purchaser.

22.7 Conclusive evidence

A statement in writing by or on behalf of the Company under this article 22 (“Small Holdings”) is (in the absence of manifest error) binding on and conclusive against a Member. In particular, a statement that the Relevant Shares specified in the statement have been sold in accordance with this article is conclusive against all persons claiming to be entitled to the Relevant Shares and discharges the purchaser from all liability in respect of the Relevant Shares.

22.8 Registering the purchaser

The Company must register the purchaser of Relevant Shares as the holder of the Relevant Shares transferred to the purchaser under this article. The purchaser is not bound to see to the application of any money paid as consideration. The title of the purchaser to the Relevant Shares transferred to the purchaser is not affected by any irregularity or invalidity in connection with the actions of the Company under this article.

22.9 Payment of proceeds

Subject to article 22.10 (“Costs”), where:
a) Relevant Shares of a Member are sold by the Company on behalf of the Member under this article; and
b) the certificate for the Relevant Shares (unless the Company is satisfied that the certificate has been lost or destroyed or the Relevant Shares are Uncertificated Securities) has been received by the Company, the Company must, within 60 days of the completion of the sale, send the proceeds of sale to the Member entitled to those proceeds using any payment method permitted under article 16.8 (“Payment by cheque and receipts from joint holders”). Payment of any money under this article is at the risk of the Member to whom it is sent. IRESS Limited | A.B.N. 47 060 313 359 33 Constitution | 5 May 2011

22.10 Costs

In the case of a sale of the Relevant Shares of a New Small Holder in accordance with this article, the Company is entitled to deduct and retain from the proceeds of sale, the costs of the sale as determined by the Company. In any other case, the Company or a purchaser must bear the costs of sale of the Relevant Shares. The costs of sale include all stamp duty, brokerage and government taxes and charges (except for tax on income or capital gains of the Member) payable by the Company in connection with the sale and transfer of the Relevant Shares.

22.11 Remedy limited to damages

The remedy of a Member to whom this article applies, in respect of the sale of the Relevant Shares of that Member is expressly limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.

22.12 Dividends and voting suspended

Unless the Directors determine otherwise, where a Divestment Notice is given to a New Small Holder in accordance with this article, then despite any other provision in this Constitution, the rights to receive payment of dividends and to vote attached to the Relevant Shares of that Member are suspended until the Relevant Shares are transferred to a new holder or that Member ceases to be a New Small Holder or the Relevant Shares of that Member cease to be subject to a Divestment Notice. Any dividends that would, but for this article, have been paid to that Member must be held by the Company and paid to that Member within 60 days after the earlier of:
a) the date the Relevant Shares of that Member are transferred; and
b) the date that the Relevant Shares of that Member cease to be subject to a Divestment Notice.

22.13 Twelve month limit

If it is a requirement of the Listing Rules, the Company must not give a Small Holder more than one Divestment Notice in any 12 month period (except as contemplated by article 22.14 (“Effect of Takeover”).

22.14 Effect of takeover

From the date of the announcement of a Takeover for the Shares until the close of the offers made under the Takeover, the Company’s powers under this article to sell Relevant Shares of a Member cease. After the close of the offers under the Takeover, the Company may give a Divestment Notice to a Member who is a Small Holder, despite article 22.13 (“Twelve month limit”) and the fact that it may be less than 12 months since the Company gave a Divestment Notice to that Member, to the extent permitted by the Listing Rules. IRESS Limited | A.B.N. 47 060 313 359 34 Constitution | 5 May 2011

Schedule 1 - Terms of preference shares

The Company may issue preference shares under article 2.3 on the following terms.

1. Dividend Rights and Priority of Payment

a) Each preference share confers on the holder a right to receive a dividend at the rate or in the amount and on the conditions decided by the Directors under the terms of issue unless, and to the extent that, the Directors decide under the terms of issue that there is no right to receive a dividend.
b) Without limiting the conditions which, under the terms of issue, the Directors may impose upon any right to receive a dividend, the Directors may under the terms of issue, impose conditions upon the right to receive a dividend which may be changed or reset at certain times or upon certain events and in the manner and to the extent the Directors decide under the terms of issue.
c) Any dividend:
i. is non-cumulative unless, and to the extent that, the Directors decide otherwise under the terms of issue; and
ii. will rank for payment:
(1) in priority to ordinary shares unless, and to the extent that, the Directors decide otherwise under the terms of issue;
(2) in priority to shares in any other class of shares or class of preference shares expressed under the terms of issue to rank behind for the payment of dividends;
(3) equally with shares in any other class of shares or class of preference shares expressed under the terms of issue to rank equally for the payment of dividends; and
(4) behind shares in any other class of shares or class of preference shares expressed under the terms of issue to rank in priority for the payment of dividends.
d) If, and to the extent that, the Directors decide under the terms of issue, each preference share may, in addition to any right to receive a dividend, participate equally with the ordinary shares in the distribution of sums available for dividends.
e) Each preference share confers on its holder:
i. if, and to the extent that the dividend is cumulative, the right in a winding up or on redemption to payment of the amount of any dividend accrued but unpaid on the share at the commencement of the winding up or the date of redemption, whether earned or determined or not;
ii. if, and to the extent that the dividend is non cumulative, and if, and to the extent that, the Directors decide under the terms of issue, the right in a winding up or on redemption to payment of the amount of any dividend accrued but unpaid for the period commencing on the dividend payment date which has then most recently occurred and ending on the commencement of the winding up or the date of redemption, whether earned or determined or not, with the same priority in relation to each other class of shares as the priority that applies in relation to the payment of the dividend.

2. Entitlement to Payment of Capital Sum

a) Each preference share confers on its holder the right in a winding up or on a redemption to payment of:
i. any amount paid on the share, or any amount fixed by the Directors under the terms of issue or capable of determination pursuant to a mechanism adopted by the Directors under the terms of issue; and IRESS Limited | A.B.N. 47 060 313 359 35 Constitution | 5 May 2011
ii. a further amount out of the surplus assets and profits of the Company on the conditions decided by the Directors under the terms of issue unless, and to the extent that, the Directors decide under the terms of issue that there is no right to any payment of a further amount out of the surplus assets and profits of the Company, in priority to ordinary shares and, unless the Directors decide otherwise under the terms of issue, in priority to shares in any other class of shares or class of preference shares expressed to rank behind on a winding up, equally with shares in any other class of shares or class of preference shares expressed to rank equally on a winding up, and behind shares in any other class of shares or class of preference shares expressed to rank in priority on a winding up.
b) Unless otherwise decided by the Directors under the terms of issue, a preference share does not confer on its holder any right to participate in the profits or property of the Company except as set out in this schedule 1.

3. Bonus Issues and Capitalisation of Profits

If, and to the extent that the Directors decide under the terms of issue, a preference share may confer a right to a bonus issue or capitalisation of profits in favour of holders of those shares only.

4. Voting Rights

a) A preference share does not entitle its holder to vote at any general meeting of the Company except on the questions, proposals or resolutions or during periods of time or in circumstances identified by the Directors in the terms of issue, which, unless the Directors decide otherwise under the terms of issue, are as follows:
i. a proposal:
(1) to reduce the share capital of the Company;
(2) that affects rights attached to the share;
(3) to wind up the Company; or
(4) for the disposal of the whole of the property, business and undertaking of the Company;
ii. a resolution to approve the terms of a buy-back agreement;
iii. during a period in which a dividend or part of a dividend on the share is in arrears;
iv. during the winding up of the Company.
b) Each holder of a preference share who has a right to vote on a resolution is entitled to the number of votes specified in article 9.16 (“Entitlement to vote”) of the Constitution.

5. Meeting

Each preference share confers on its holder the same rights as those conferred by the Constitution upon the holders of ordinary shares in relation to receiving notices (including notices of general meetings), reports, balance sheets and audited accounts and of attending and being heard at all general meetings of the Company.

6. Foreign Currency

Where any amount is payable by the Company to the holder of a preference share in a currency other than Australian dollars, and the amount is not paid when due or the Company has commenced winding up, the holder may give notice to the Company requiring payment of an amount in Australian dollars equal to the foreign currency amount calculated by applying the reference rate on the date of payment for the sale of the currency in which the payment is to be made for Australian dollars. Reference rate means the rate applicable IRESS Limited | A.B.N. 47 060 313 359 36 Constitution | 5 May 2011 in the market and at the time determined by the Directors before allotment of those preference shares and specified in the terms of issue for those preference shares.

7. Conversion to Ordinary Shares

Subject to the Corporations Act, any other applicable laws and the terms of issue of a preference share as determined by the Directors:
a) a preference share which may be converted into an ordinary share in accordance with its terms of issue, at the time of conversion and without any further act:
i. has the same rights as a fully paid ordinary share; and
ii. ranks equally with other fully paid ordinary shares on issue, however, the terms of issue of the preference share may provide otherwise including for the issue of additional ordinary shares on conversion as determined by the Directors; and
b) the conversion does not constitute a cancellation, redemption or termination of the preference share or the issue, allotment or creation of new shares, but has the effect of varying the status of, and the rights attaching to, the preference share so that it becomes an ordinary share.

8. Amendment to the Terms

Subject to complying with all applicable laws, the Company may, without the consent of preference share holders, amend or add to the terms of the preference shares if, in the opinion of the Company, the amendment or addition is:
a) of a formal, minor or technical nature;
b) to correct a manifest error;
c) made to comply with any applicable law, Listing Rule or requirement of ASX;
d) convenient for the purpose of obtaining or maintaining the listing of the Company or quotation of the preference shares; or
e) is not likely to be or become materially prejudicial to the preference share holders.

9. Variation of Rights

Subject to paragraph 8 and the terms of issue of a preference share as determined by the Directors, the rights attaching to a preference share may only be varied or cancelled by a special resolution of the Company and:
a) by a special resolution passed at a meeting of preference shareholders entitled to vote and holding shares in that class; or
b) with the written consent of holders of at least 75% of the issued shares of that class.

10. Further Issue of Shares

If the Company issues new preference shares that rank equally with existing preference shares, the issue will not be taken to vary the rights attached to the existing preference shares unless otherwise determined by the Directors in the terms of issue of the existing shares.

 

IRESS Limited. (ACN 060 313 359). A Company Limited by Shares. Adopted on 15 September 2000. Name changed 19 October 2001. Item 10.9 modified at AGM 1 May 2002. Amended and restated on 7 May 2009. Item 10.8 modified on 5 May 2010. Item 1, 16.3 and 16.4 modified on 5 May 2011. Name changed on 14 May 2012. Mallesons Stephen Jaques, Solicitors, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Ph (61 2) 9296 2000, Fax (61 2) 9296 3999, DX 113 Sydney. Ref BGG: MJT:JH

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