REA GROUP LTD — AGM Information 2017

Oct 19, 2017

REA Group Limited ABN 54 068 349 066

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2017 Notice of Annual General Meeting

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Notice is given that the Annual General Meeting (Meeting) of REA Group Limited (Company) will be held at REA Group Limited’s Head Office, Ground Floor, 511 Church Street, Richmond, Victoria on Wednesday, 22 November 2017 at 2.00pm (AEDT) for the purposes of transacting the business set out in this notice.

1. Consideration of Reports

To receive and consider the Company’s Financial Report, including the Financial Statements, and the reports of the Directors and Auditors for the year ended 30 June 2017.

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 2017 be adopted.”

The Remuneration Report is set out on pages 41 to 52 of the 2017 Annual Report. Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

A voting exclusion statement applies to this item of business (see below).

3. Election and re-election of Directors

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

• a) “That Mr Ryan O’Hara, who having been appointed as a Director of the Company on 14 July 2017 in accordance with rule 7.1(c) of the Company’s Constitution, and being eligible for election, be elected as a Director of the Company.”

• b) “That Mr Roger Amos, who retires in accordance with rule 7.1(d) of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.”

• c) “That Mr John McGrath, who retires in accordance with rule 7.1(d) of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.”

Please refer to the Explanatory Notes, which form part of this Notice of Meeting, for information regarding each item of business.

By order of the Board

Sarah Turner Company Secretary 20 October 2017

REA Group Ltd Notice of Annual General Meeting 2017

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Voting exclusions for Item 2

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 the resolution in respect of Item 2), the Corporations Act 2001 (Cth) (Corporations Act) restricts KMP and their closely related parties from voting 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.

Item 2 – Remuneration Report

The Company will disregard any votes cast on Item 2:

• by, or on behalf of, a member of the KMP (including the Directors) named in the Remuneration Report and their closely related parties, regardless of the capacity in which the vote is cast; or

• as a proxy by a person who is a member of the KMP at the date of the Meeting and their closely related parties, unless the vote is cast as proxy for a person entitled to vote on Item 2:

• in accordance with a direction on the proxy form; or

• by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy as the Chairman sees fit even though the item is connected with the remuneration of the Company’s KMP.

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 20 November 2017. Accordingly, transactions registered after that time will be disregarded in determining which shareholders are entitled to attend and vote at the Meeting.

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’s share registry, Boardroom Pty Limited on 1300 737 760.

If you intend to appoint the Chairman of the Meeting as proxy (or the Chairman becomes your proxy by default), you can direct him how to vote by marking the appropriate boxes on the proxy form (ie. ‘for’, ‘against’ or ‘abstain’). If you do not mark any of the boxes in Step 2, by signing and returning the proxy form and by marking the Chairman’s box in Step 1, you are expressly authorising the Chairman of the Meeting to exercise your proxy on Item 2 as the Chairman sees fit, notwithstanding that the Item is connected with the remuneration of the Company’s KMP.

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

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 Chairman 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, Boardroom Pty Limited, by post, personal delivery, electronically or by fax to:

REA Group Limited c/- Boardroom Pty Limited

Personal delivery address: Postal address: Level 12, Grosvenor Place GPO Box 3993 225 George Street Sydney NSW 2001 Sydney, NSW 2000

Fax: Electronically: +61 2 9290 9655 www.votingonline.com.au/reaagm2017

Your completed proxy form must be received by Boardroom Pty Limited no later than 2:00pm (AEDT) on Monday 20 November 2017, being 48 hours before the commencement of the Meeting. 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 Boardroom Pty Limited by 2:00pm (AEDT) on Monday 20 November 2017, unless it has been previously provided to Boardroom Pty Limited.

If you appoint a proxy, you may still attend the Meeting.

The appointment of a proxy is not revoked by you attending and taking part in the Meeting, however if you vote on a resolution, the proxy is not entitled to vote, and must not vote, as proxy on the resolution.

You may specify the way in which the proxy is to vote on each resolution (ie. by marking the boxes ‘for’, ‘against’ or ‘abstain’ next to the applicable resolutions on the proxy form) 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 Item 2 unless you direct them how to vote. If you intend to appoint a member of the KMP, other than the Chairman of the Meeting, as proxy, you must ensure the proxy is directed how to vote on Item 2.

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Attending the Meeting

If you attend the Meeting, please bring your personalised 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 Boardroom Pty Limited will need to verify your identify.

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 corporate shareholder’s representative. Shareholders can download and fill out an “Appointment of Corporate Representative” form from the Boardroom website: www.boardroomlimited.com.au.

Questions for the Auditor

Shareholders may submit questions to the Company’s Auditor, Ernst & Young, if the question is relevant to the content of Ernst & Young’s audit report for the year ended 30 June 2017 or the conduct of its audit of the Company’s Financial Report for the year ended 30 June 2017.

If you wish to submit a question to the Auditor in writing, it must be received by the Company no later than 2:00pm (AEDT) on Tuesday 14 November. You may submit any written questions for the Auditor with the Company’s share registry, Boardroom Pty Limited, by post, personal delivery, electronically or by fax to:

REA Group Limited c/- Boardroom Pty Limited

Postal address: Personal delivery address: GPO Box 3993 Level 12, Grosvenor Place Sydney NSW 2001 225 George Street Sydney, NSW 2000

Fax: +61 2 9290 9655

A list of written questions will be made available to shareholders attending the Meeting. If written answers are tabled at the Meeting, they will be made available to shareholders as soon as practicable after the Meeting.

Explanatory Notes:

Item 1 – Consideration of the Financial Statements and Report

Also, a reasonable opportunity will be given to shareholders 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 2017 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 42 to 52 of the Company’s 2017 Annual Report and is also available on the Company’s corporate website (www.rea-group.com).

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

A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

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

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

Item 3 – Election and Re-election of Directors

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

Mr Ryan O’Hara, who having been appointed as a Director of the Company on 14 July 2017, is offering himself for election as a Director of the Company. His expertise and experience is set out below.

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

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, for the year ended 30 June 2017; and

• the Financial Report, including the Financial Statements of the Company, for the year ended 30 June 2017.

Neither the Corporations Act nor the Company Constitution require a vote of shareholders 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.

REA Group Ltd Notice of Annual General Meeting 2017

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3a) Mr Ryan O’Hara (BEc, MBA)

Non-executive Director appointed 14 July 2017

Mr O’Hara was appointed Chief Executive Officer of Move, Inc., in January 2015.

Prior to this, he was the President of Content, Distribution & Sales at the Madison Square Garden Company, the sports and entertainment firm for which he led media assets MSG and Fuse network, as well as technology and marketing partnerships. Prior to MSG, Mr O’Hara was President and CEO of The Topps Company, Inc., a leading entertainment trading card and consumer products business.

Board Recommendation: The non-candidate Directors unanimously support the election of Mr O’Hara.

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3b) Mr Roger Amos (FCA, FAICD) Non-executive Director appointed 4 July 2006

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3c) Mr John McGrath

Non-executive Director appointed 15 September 1999

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, listing McGrath Limited on the Australian Securities Exchange in November 2015. Mr McGrath is a Director of McGrath Group of Companies. In 2003, he was awarded a Centenary Medal for service to business. In 2008, he was honored 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.

Special responsibilities: Member of HR Committee

Board Recommendation: The non-candidate Directors unanimously support the re-election of Mr McGrath.

Mr Amos is an experienced non-executive Director with extensive finance and management experience. Mr Amos is the Chairman of Contango Asset Management Limited. He is a non-executive Director of Enero Group Limited and 3P Learning Limited. Mr Amos is Chairman of both 3P Learning and Enero’s Audit and Risk and member of their Remuneration and Nomination Committees. Mr Amos is a former Director of Austar United Communications Limited.

Mr Amos had a long and distinguished career with international accounting firm KPMG for 25 years as a partner in the Assurance and Risk Advisory Services Division. While with KPMG he led the Australian team specialising in the information, communications and entertainment sectors and held a number of global roles.

Special responsibilities: Chair of Audit, Risk and Compliance Committee; Member of HR Committee

Board Recommendation: The non-candidate Directors unanimously support the re-election of Mr Amos.

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 2.00pm (AEDT) on Monday 20 November 2017.

 TO VOTE ONLINE STEP 1: VISIT www.votingonline.com.au/reaagm2017 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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.

Scan QR Code using smartphone

QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 2.00pm (AEDT) on Monday, 20 November 2017. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online www.votingonline.com.au/reaagm2017  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

REA Group Limited ABN 54 068 349 066

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of REA Group Limited (Company) and entitled to attend and vote hereby appoint:

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the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at REA Group Limited’s Head Office, Ground Floor, 511 Church Street, Richmond, Victoria 3121 on Wednesday, 22 November 2017 at 2.00pm (AEDT) and at any adjournment of that meeting, to act 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.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Item 2, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Item even though Item 2 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Item 2). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Item 2 Adoption of the Remuneration Report Item 3a Election of Mr Ryan O’Hara as a Director Item 3b Re-election of Mr Roger Amos as a Director Item 3c Re-election of Mr John McGrath as a Director

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2 Securityholder 3

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Sole Director and Sole Company Secretary Director

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2017