REA GROUP LTD — AGM Information 2011

Oct 6, 2011

REA Group Limited ABN 54 068 349 066

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{ notice of annual general meeting 2011}

Notice is given that the Annual General Meeting ( Meeting ) of REA Group Limited ( Company ) will be held at The Westin Melbourne, Executive Room II, 205 Collins Street, Melbourne, Victoria on Wednesday, 16 November 2011 at 12.00pm (AEDT) for the purposes of transacting the business set out in this notice.

1. Consideration of Financial Statements and Report

To receive and consider the Company’s Financial Statements and the reports of the Directors and Auditors for the year ended 30 June 2011.

2. Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That the Remuneration Report for the year ended 30 June 2011 be adopted.”

The Remuneration Report is set out on pages 19 to 23 of the Company’s 2011 Annual Report. Please note that the vote on this resolution is advisory only and does not bind the directors or the Company.

3. Re-election of directors

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

• a) That Mr Roger Amos, who retires in accordance with section 6.1 of the Company’s Constitution, and being eligible for re-election, be re-elected as a director of the Company.

• b) That Mr John McGrath, who retires in accordance with section 6.1 of the Company’s Constitution, and being eligible for re-election, be re-elected as a director of the Company.

4. Increase the maximum aggregate fees payable to non-executive directors

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

“That, in accordance with rule 6.3 of the Company’s Constitution and Listing Rule 10.17, the maximum aggregate directors’ fees payable to non-executive directors per annum be increased by $300,000 from $400,000 to a maximum of $700,000 (inclusive of superannuation guarantee contributions payable to the non-executive directors and any fees which a non-executive director agrees to sacrifice on a pre-tax basis).

By order of the Board

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Rebecca Liatis Company Secretary

7 October 2011

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REA Group Limited Notice of Annual General Meeting

Voting exclusions

For all resolutions that are directly or indirectly related to the remuneration of a member of the Key Management Personnel (KMP) of the Company (being resolutions in respect of Items 2 and 4), the Corporations Act 2001 (Cth) (Corporations Act) restricts KMP and their closely related parties from voting as proxies in certain circumstances.

Closely related party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

In addition, a voting restriction applies in respect of Item 4 under the ASX Listing Rules.

Item 2 – Remuneration Report

The Company will disregard any votes cast on Item 2 by, or on behalf of, a KMP named in the Remuneration Report or that KMP’s closely related party, unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the proxy form.

Item 4 – Increase in the maximum aggregate fees payable to non-executive directors

The Company will disregard any votes cast on Item 4 by directors and any of their associates, as well as any votes cast as a proxy on Item 4 by a member of KMP or a KMP’s closely related party, unless the vote is cast:

• as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Proxies and voting

Eligibility to vote

You are eligible to vote at the Meeting if you are registered as a holder of the Company’s shares at 7.00pm (AEDT) on Monday 14 November 2011.

Appointing a proxy

If you are entitled to attend and vote at the Meeting, you can appoint a proxy to attend and vote on your behalf. A proxy need not be a shareholder of the Company, and may be an individual or a body corporate. A personalised proxy form is included with this notice of meeting. If you are entitled to cast two or more votes, you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. If you require a second proxy form, please contact the Company share registry, Computershare Investor Services on 1300 850 505.

You may specify the way in which the proxy is to vote on each resolution or you may allow the proxy to vote at his or her discretion. However, the Company’s KMP (which includes each of the directors) and their closely related parties will not be able to vote your proxy on Items 2 and 4 unless you specify how to vote. If you intend to appoint a member of the KMP as proxy, you must ensure the proxy is directed how to vote on Items 2 and 4. If you intend to appoint the Chair of the Meeting as proxy, you can direct him by either marking the appropriate boxes next to Items 2 and 4 on the Proxy Form, or by marking the “Chairman’s box” on the Proxy Form (in which case the Chair of the meeting will vote in favour of each of Items 2 and 4).

The Company encourages all shareholders who submit proxies to direct their proxy how to vote on each item of business.

If you appoint a proxy and direct them how to vote, and your proxy does not attend the Meeting or does not vote if a poll is called on an item of business, your directed proxies will automatically default to the Chair of the Meeting, who is required to vote proxies as directed on a poll.

Lodging your proxy form

You can lodge your completed proxy form with the Company’s share registry, Computershare Investor Services, by post, personal delivery or fax:

REA Group Limited

c/- Computershare Investor Services

Personal delivery address: Postal address: Fax: 452 Johnston Street GPO Box 242 (within Australia) 1800 783 447 Abbotsford VIC 3067 Melbourne VIC 3001 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

Your completed proxy form must be received by Computershare Investor Services no later than 12.00 pm (AEDT time) on Monday 14 November 2011, being 48 hours before the commencement of the meeting.

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If the proxy form is signed by an attorney, the original power of attorney under which the proxy form was signed (or a certified copy) must also be received by Computershare Investor Services by 12:00pm (AEDT time) on Monday 14 November 2011, unless it has been previously provided to Computershare Investor Services.

If you appoint a proxy you may still attend the meeting. However, your proxy’s rights to speak and vote are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the Meeting.

Attending the Meeting

If you attend the Meeting, please bring your personalise proxy form with you. The bar code at the top of the form will help you to register. If you do not bring your form with you, you will still be able to attend the Meeting but representatives from Computershare Investor Services will need to verify your identification.

Corporate shareholders

Corporate shareholders who wish to appoint a representative to attend the Meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the company’s representative. Shareholders can download and fill out an “Appointment of Corporate Representative” form from the Computershare website: www.computershare.com.au.

Explanatory Notes

Item 1 – Consideration of the Financial Statements and Report

In accordance with section 317 of the Corporations Act, the Company is required to lay before the Annual General Meeting:

• the reports of the Directors and Auditors; and

• the Annual Report, including the financial statements of the Company for the fiscal year ended 30 June 2011.

Neither the Corporations Act nor the Company’s Constitution require a vote of members on the reports or statements. However, shareholders will be given a reasonable opportunity to ask questions about or make comments on the management of the Company.

Also, a reasonable opportunity will be given to members as a whole at the meeting to ask the Company’s Auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit.

Item 2 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to shareholders its Remuneration Report as disclosed in the Company’s 2011 Annual Report and shareholders will be asked to vote on this item. The vote is advisory only and is not binding on the directors or the Company. However the directors will have regard to the outcome of the vote and the discussion at the meeting when determining the Company’s remuneration policy.

The Remuneration Report is presented within the Directors’ Report on pages 19 to 23 of the REA Group Limited 2011 Annual Report and is also available on the Company’s corporate website (www.rea-group.com).

The Remuneration Report sets out remuneration policy for the Company and explains the remuneration arrangements in place for its executives and directors.

A voting exclusion statement applies to this item of business, as set out in the notice of meeting.

The Board recommends that shareholders vote in favour of Item 2.

The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

Item 3 – Re-election of directors

The Board’s policy on board composition is to ensure that at all times there will be an appropriate mix of skills and experience in order to provide the necessary knowledge required to meet the Company’s objectives.

Mr Roger Amos and Mr John McGrath are retiring from office and are eligible to stand for re-election. Their expertise and experience is set out below.

(a) Mr Roger Amos FCA, MAICD.

Non executive director appointed 4 July 2006. Age 63.

Mr Amos has extensive experience as a director of Australian listed companies. He is currently a non-executive director of Austar United Communications Limited (since 2008) and is Chair of its Audit and Risk Committee and a member of the Remuneration Committee. Further he was appointed a non-executive director of Photon Group Limited in November 2010 and serves as the Chair of its Audit Committee and is a member of the Remuneration

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REA Group Limited Notice of Annual General Meeting

Committee. Mr Amos is also Chair of of Tyrian Diagnostic Limited (since November 2007) where he was first appointed as non-executive director in June 2007. He also serves as a member of its Audit and Remuneration Committees. Previously, Mr Amos was a non-executive director of Espreon Limited where he resigned in March 2009.

He is Chairman of the Opera Foundation of Australia and a Governor of the Cerebral Palsy Alliance Research Foundation.

Mr Amos retired in 2006 after a long and distinguished career with international accounting firm KPMG. Mr Amos is a Fellow of the Institute of Chartered Accountants and a member of the Australian Institute of Company Directors.

Mr Amos is Chair of the Audit, Risk and Compliance Committee and a member of the Human Resources Committee.

The Board (other than Mr Amos) supports the re-election of Mr Roger Amos.

The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

(b) Mr John D McGrath

Non-executive director appointed 15 September 1999. Age 47.

Mr McGrath founded McGrath Estate Agents in 1988. He has grown McGrath Estate Agents to be one of Australia’s most successful property services groups, becoming the first real estate company to be ranked on BRW’s Australia’s Fastest Growing Private Companies List. Mr McGrath is Chief Executive of McGrath Group of Companies and a director of the Rawson Group. In 2003, he was awarded a Centenary Medal for service to business. In 2008, he was honoured by the Real Estate Institute of NSW with the Woodrow Weight OBE Award, a lifetime achievement award for his outstanding contribution to the real estate industry.

Mr McGrath is a member of the Human Resources Committee.

The Board (other than Mr McGrath) supports the re-election of Mr John McGrath.

The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

Item 4 – Increase the maximum aggregate fees payable to non-executive directors

In accordance with rule 6.3 of the Company Constitution and Listing Rule 10.17, the limit on total aggregate remuneration that may be paid to non-executive directors is fixed by ordinary resolution of a general meeting of shareholders.

The Company’s current maximum amount available for payment of non-executive directors’ fees in aggregate each year is $400,000. This amount was approved at the Company’s Annual General Meeting held in November 2009.

Non-executive directors’ fees are reviewed annually and set and approved by the Board based on advice received from external remuneration consultants (via the Human Resources Committee). The latest review was conducted in August 2011 and currently the total fees per annum paid to all Company non-executive directors equal approximately $380,000. The remuneration of each director for the year ended 30 June 2011 is detailed in the Company’s 2011 Annual Report.

The Board wishes to increase the maximum aggregate amount of fees that may be paid to non-executive directors by $300,000 from $400,000 to $700,000 (inclusive of superannuation guarantee contributions payable to non-executive directors and any fees which a non-executive director agrees to sacrifice on a pre-tax basis).

The Board considers that it is reasonable and appropriate at this time to see an increase in the remuneration pool for non-executive directors for the following reasons:

• to provide flexibility in planning the Board’s structure, including the capacity to accommodate an increase in the number of independent directors, should the Board identify that this is appropriate in giving effect to its Board composition policies;

• to provide for the expected growth of the Company and increased responsibilities for non-executive directors;

• to allow for the future growth of non-executive directors’ fees to ensure that they remain competitive with the fees paid in comparable sized organisations; and

• to attract new directors (if appropriate) of a calibre required to effectively guide and monitor the business of the Company.

It is not intended to fully utilise the increased aggregate fees in the immediate future.

A voting exclusion statement applies to this item of business, as set out in the notice of meeting.

The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

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ABN 54 068 349 066

Lodge your vote:

• By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 REA MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 12.00pm (AEDT) Monday, 14 November 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of REA Group Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of REA Group Limited to be held at The Westin Melbourne, Executive Room II, 205 Collins Street, Melbourne Victoria on Wednesday, 16 November 2011 at 12.00pm (AEDT) and at any adjournment of that meeting.

Important for Items 2 and 4 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Items 2 and 4 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Items 2 and 4, the Chairman of the Meeting will not cast your votes on Items 2 and 4 and your votes will not be counted in computing the required majority if a poll is called on these items. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Items 2 and 4).

The Chairman of the Meeting intends to vote all available proxies in favour of Items 2 and 4 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Items 2 and 4 (except where I/ we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Items 2 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel and/or even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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Item	2	Remuneration Report
Item	3a	Re-election of Mr Roger Amos as a director of the Company
Item	3b	Re-election of Mr John McGrath as a director of the Company
Item	4	Increase the maximum aggregate fees payable to non-executive directors

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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