Iress : Notice of General Meeting/Proxy Form

The Manager

Company Announcements Office Australian Stock Exchange Exchange Centre

20 Bridge Street SYDNEY NSW 2000

28 March 2022

Dear Manager,

IRESS LIMITED - 2022 NOTICE OF ANNUAL GENERAL MEETING, PROXY FORM AND VOTING DIRECTION FORM

Please find attached copies of:

•

•

•

Notice of Iress' 2022 Annual General Meeting; a sample of the shareholder proxy voting form; and a sample of the employee shareholder voting direction form.

Yours sincerely

Peter Ferguson

Chief Legal Officer & Company Secretary

Iress Limited Corporate Office:

Level 16, 385 Bourke Street MELBOURNE VIC 3000 Australia ABN: 47 060 313 359

T [phone]

www.iress.com

2022

Notice of Annual General Meeting

Invitation to shareholders from Iress' Chair

Notice is hereby given that the Annual General Meeting (AGM) of the members of Iress Limited (Iress or the Company) will be held as a hybrid event. Shareholders may either attend online or in person at the offices of King & Wood Mallesons, Level 27, 447 Collins Street, Melbourne on Thursday 5 May 2022, at 11.30 am (AEST).

28 March 2022

Dear Shareholder,

I am pleased to invite you to Iress' 2022 AGM. The AGM is an important part of the Iress calendar and we encourage you to read these materials and attend the meeting.

This year we are again offering shareholders a choice of how to attend the meeting. Attendance can be in person or online using a smartphone, tablet, or computer. If choosing to participate online, you will be able to view a live webcast of the meeting, ask questions, and submit your votes in real time during the meeting.

Further information on how to participate in the meeting is provided on page 4 of this Notice of Meeting.

If you choose to attend in person, this year's meeting will be held at 11.30 am (AEST) on Thursday 5 May 2022 at:

King & Wood Mallesons

Level 27, 447 Collins Street Melbourne, Victoria 3000

Enclosed information

We have included in this Notice of Meeting:

• • a summary of the financial performance of Iress during 2021 (page 3)

• • items of business and Explanatory Notes (pages 4-10)

• • information on how to exercise your proxy vote (page 5)

• • your proxy form (separate document).

Voting by proxy

If you are unable to attend the meeting and wish to vote, please complete and return your proxy form no later than 11.30 am (AEST) on Tuesday, 3 May 2022. Further details on how to submit your proxy form are set out in the Notice of Meeting on pages 4 and 5 and in the proxy form.

Attendance in person on the day

If you are able to attend in person, you will need to register on arrival. Registration will open from 10.30 am (AEST).

Following the meeting, if health restrictions allow, you are welcome to join the Board and the Leadership team for light refreshments.

I look forward to seeing you on the day.

Yours sincerely,

Roger Sharp Chair

Iress 2021 result

As we entered the second year of the global pandemic, 2021 proved in many ways just as turbulent as 2020. Despite these challenges, Iress continued to make strong progress towards its goal of becoming the essential partner for forward-thinking financial services businesses, with technology and transformation remaining core to our clients' ability to adapt to change.

In 2021 our company reported $595.9m in operating revenues, up 11% on a constant currency basis and up 10% on 2020 on a reported revenue basis. Reported segment profit was $166.2m, up 9% on 2020, with reported net profit after tax of $73.8m, up 25% on 2020 and reported earnings per share up 20%. We are pleased to have paid a total 2021 dividend of 46c per share, franked to 38%.

2021 reported financial performance

Earnings growth and improved return on capitalReported revenue

Reported Segment

Up 10%

Profit & margin

166.2

152.9

595.9

542.6

Segment Profit up 9%

27.9%

28.2%

2020

2021

2020

2021

Reported net profit after tax (NPAT)

NPAT guidance delivered

Up 25%

Reported product & technology % of revenue

2021 NPAT includes $15.0m benefit of significant one-off items(1)

73.8

67-74(4)

23%

24%

23%

59.2

2020

2021

2021 Guidance

2020

2021

Reported earnings per share (EPS)(2)Reported return on invested capital (ROIC)(3)

Up 20%

Up 130 bps

38.8

10.5%

32.4

9.2%

2020

2021

2020

2021

A detailed breakdown of the Company's financial performance and a summary of the Company's new strategy and financial metrics can be found in Iress' 2021 Annual Report athttps://www.iress.com/media/documents/20472_IRESS_AR_2021_FULL_Final.pdf.

• (1) Significant one-offs in the 2021 Reported NPAT results include the $14.2m benefit associated with finalisation of QuantHouse earnout arrangements and the

  $8.1m benefit relating to the finalisation of the BC Gateways (BCG) earnout. Partly offset by (-$5.5m) costs relating to the Warwick (UK) office closure and (-$4.0m) of non-operating costs incurred in relation to the NBIO (Non-binding Indicative Offer) from EQT. The tax effect for the one-off costs relating to Warwick and EQT is a benefit of $2.2m and finalisation of the BCG and Quanthouse earn out payments have no income tax effect.

• (2) Reported earnings per share is calculated using Reported NPAT/Weighted average number of shares.

• (3) ROIC has been calculated using Reported NPAT (excluding interest and finance costs) as a percentage of the addition of net debt and equity.

• (4) NPAT Guidance of $70m - $77m as per the 30 June 2021 Half year results presentation, has been adjusted to include $3m (post tax) expense incurred in relation to the NBIO (Non-binding Indicative Offer) from EQT.

Notice of Annual General Meeting 2022

Items of Business

Business Accounts

To receive and consider the full financial report (financial statements, notes, and Directors' Declaration) for the year ended 31 December 2021, together with the consolidated accounts of Iress Limited (Iress or the Company) and its controlled entities in accordance with the Corporations Act 2001 (Cth) (Corporations Act) and associated Directors' and Auditor's Reports.

Resolutions

Re-election of Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: 1. "That Mr Michael Dwyer AM be re-elected as a Director of the Company".

Information regarding the candidate can be found in the accompanying Explanatory Notes.

Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: 2. "That the Remuneration Report (which is contained in the Directors'

Report) for the year ended 31 December 2021 be adopted".

Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.

Further information can be found in the accompanying Explanatory Notes.

Grant of equity rights and performance rights to the Managing Director and CEO (Mr. Andrew Walsh) in relation to the 2022 executive remuneration framework

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions: 3. (A) "That, for the purpose of ASX Listing Rule 10.14 and all other purposes, the grant of 79,592 Equity Rights to the Managing Director and CEO, Mr Andrew Walsh, and the provision of ordinary shares on exercise of those Equity Rights, under the Iress Equity Participation Plan be approved, as described in the Explanatory Notes."

(B) "That, for the purpose of ASX Listing Rule 10.14 and all other purposes, the grant of 741,820 Performance Rights to the Managing Director and CEO, Mr Andrew Walsh, and the provision of ordinary shares on exercise of those Performance Rights, under the Iress Equity Participation Plan be approved, as described in the Explanatory Notes."

Information regarding the resolutions may be found in the accompanying Explanatory Notes.

Information for shareholders Entitlement to attend and vote

All shareholders are entitled to attend and vote at the AGM. This year we are offering shareholders a choice of how to attend the AGM - in person or online using their smartphone, tablet, or computer.

For the purposes of voting at the meeting, shareholders will be taken to be those persons recorded on the Company's register of members at 7.00 pm (AEST) on Tuesday 3 May 2022. With respect to joint shareholders, all holders may attend the AGM, but only one shareholder may vote at the meeting in respect of the relevant shares (including by proxy). If multiple joint shareholders are present and vote in respect of the relevant shares, only the vote of the joint shareholder whose name appears first in the register in respect of the relevant shares is counted.

In relation to the physical meeting and in light of the evolving COVID-19 circumstances, the Company may be required to take extraordinary measures, including to limit or prohibit attendance, taking into account relevant government advice at the time.

Shareholders and proxyholders who wish to participate in the AGM online via the Computershare Meeting Platform may do so by entering this URL in their browserhttps://meetnow.global/MKUNS4X and then logging in using the following instructions.

To make the registration process quicker, shareholders should have their SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare on [phone] one hour prior to the meeting to obtain their login details.

Online registration will open one hour before the meeting starts:

• • Click on 'Join Meeting Now'.

• • Shareholders in Australia should enter their SRN/HIN and postcode registered to the holding. Overseas shareholders should select the country of the registered holding from the drop-down list.

• • Proxyholders need to contact Computershare on [phone] one hour prior to the meeting to obtain their login details.

• • Read and accept the Terms and Conditions and click 'Continue'.

Shareholders and proxyholders can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress.

For more information regarding participation in the AGM online, including browser requirements, please see the Online User Guide available atwww.computershare.com.au/virtualmeetingguide.

A corporate shareholder may appoint one or more persons to act as its representative(s), but only one representative is entitled to exercise the corporate shareholder's powers at one time. The Company will require the representative to provide appropriate evidence of the appointment.