Reckon : Notice of Annual General Meeting/Proxy Form

Notice is hereby given that the Annual General Meeting of Reckon Limited ("the Company") will be held at the registered office of the Company at Level 12, 65 Berry Street, North Sydney,

To receive and consider the Directors' Report for the financial year ended 31 December 2016, the Annual Financial Report for that year, the Directors' Declaration and the Independent Audit Report.

Note: There is no requirement for shareholders to approve these reports.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Ian Ferrier be re-elected as a director of the Company."

Note: The Chairman of the Meeting intends to vote undirected proxies in favour of Ian Ferrier's re-election.

The Remuneration Report is on pages 16 to 43 of the 2016 Annual Report. To consider, and if thought fit, to pass the following as an advisory resolution: "That the Remuneration Report be adopted."

This resolution is advisory only and does not bind the Company or the directors.

Note: This resolution shall be determined under section 250R(2) of the Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD of the Corporations Act 2001 (Cth).

Restrictions apply to votes unless exceptions apply.

If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at this AGM, shareholders will be required to vote on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company Directors (other than the Managing Director) would need to stand for re-election.

Subject to and conditional upon at least 25% of the votes on resolution 2 being cast against resolution 2, to consider, and if thought fit, pass the following resolutions as ordinary resolutions:

"a. That the Company will convene another meeting of the Company's members (Spill Meeting) within 90 days.

1. That all the Company's directors;

2. who are directors at the date of the AGM; and

   ii who are not a managing director of the Company who may continue to hold office indefinitely under the listing rules of a prescribed financial market (and the Company is included on that market's official list) without being re-elected to the office, cease to hold office, immediately before the end of the Spill Meeting.

3. That resolutions to appoint new directors to replace the vacated directors will be put to vote at the Spill Meeting."

4. Note: This resolution shall be determined under section 250V(2) and 250R(4)-(10) of the Corporations Act.

   Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD of the Corporations Act 2001 (Cth). Restrictions apply to votes unless exceptions apply.

   Resolution 3 will be deemed to have been withdrawn and the result of the contingent poll will not be valid if less than 25% of the votes are cast against resolution 2. Please refer to the Explanatory Notes for further information.

   By Order of the Board.

   Myron Zlotnick Company Secretary 13 April 2017 HOW TO VOTE Eligibility to attend & vote

   In accordance with the Corporations Act 2001 (Cth) ("Corporations Act") and the regulations made thereunder, the board has determined that in relation to the Annual General Meeting of the Company convened by this Notice of Meeting, shares will be taken to be held by the persons who are the registered holders at 19:00 (Sydney time) on 22 May 2017.

   Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

   Proxies

   A member entitled to vote at the meeting has the right to appoint a proxy to attend and vote instead of the member. A proxy need not be a member. A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and does not specify the proportion or number which each proxy is to exercise, then, in accordance with section 249X(3) of the Corporations Act, each proxy may exercise half of the votes for which the proxies are appointed.

   If you appoint a proxy, you may still attend the meeting. However, your proxy's right to speak and to vote are suspended while you are present.

   Accordingly you will be asked to revoke your proxy if you register at the meeting.

   Please note the restrictions on proxies relating to resolution 2.

   If the Chairman of the Meeting is to be your nominated proxy, please place a mark in the relevant box on the proxy form.

   By marking this box you acknowledge and give express instructions that: the Chairman of the Meeting may exercise your proxy, either in accordance with your express directions as indicated on the proxy appointment form or where you have not directed your proxy, the proxy will be exercised as the Chairman of the Meeting decides, even though resolution 2 (Remuneration Report) and if applicable, resolution 3 (conditional spill resolution) are connected directly or indirectly with the remuneration of a member of Key Management Personnel; and even if the Chairman has an interest in the outcome of

   those resolutions.

   The Chairman of the Meeting intends to vote undirected proxies in favour of resolution 1 (confirmation of appointment), resolution 2 (Remuneration Report) and, if applicable, against resolution 3 (conditional spill resolution) subject to the Chairman being given the express authorisation referred to above.

   Restriction on Proxies relating to resolution 2 and conditional resolution 3

   Resolution 2 - Remuneration report

   Key Management Personnel (other than the Chairman) and their Closely Related Parties can only cast a proxy vote on the advisory resolution for adoption of the Remuneration Report (resolution 2) if: the person for whom they are casting the proxy vote is not a member of the Key Management Personnel or of their Closely Related Parties; and the written proxy appointment directs how the vote is to be cast on the resolution.

   Resolution 3 - Conditional spill resolution

   The Remuneration Report identifies Reckon's Key Management Personnel for 2016. Their Closely Related Parties are defined in the Corporations Act, and include certain of their family members, dependents and companies they control.

   If you appoint the Chairman of the Meeting as your proxy (or if the Chairman is appointed your proxy by default) you can:

   • direct the Chairman to vote by marking the relevant boxes in Step 2 to indicate your direction to vote, ie "for", "against" or "abstain";

     or

   • if you do not direct the Chairman of the Meeting how to vote on resolution 2 (Remuneration Report) or resolution 3 (conditional spill resolution) you will be taken to have expressly authorised the Chairman to exercise your Proxy as decided by the Chairman.

   The Chairman of the Meeting intends to vote all available proxies in favour of resolution 2 and if applicable against resolution 3.