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REA GROUP LTD — Governance Information 2026
May 7, 2026
65679_rns_2026-05-07_2998c476-156f-4daf-86d2-7c27ec588934.pdf
Governance Information
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ASX Announcement
8 May 2026
Revised Securities Dealing Policy
In accordance with ASX Listing Rule 12.10, REA Group Ltd (ASX:REA) advises that it has amended its Securities Dealing Policy with effect from 6 May 2026. A copy of the revised policy is attached and is also available on the corporate governance section of REA's website at https://www.rea-group.com/investor-centre/corporate-governance/.
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For further information, please contact:
REA Group Ltd Investors:
Alice Bennett
Executive Manager Investor Relations
P: +61 409 037 726
E: [email protected]
REA Group Ltd Media:
Angus Urquhart
General Manager Corporate Affairs
M: +61 437 518 713
E: [email protected]
The release of this announcement was authorised by the Board.
About REA Group Ltd (www.rea-group.com): REA Group Ltd ACN 068 349 066 (ASX:REA) ("REA Group") is a multinational digital advertising business specialising in property. REA Group operates Australia's leading residential and commercial property websites – realestate.com.au and realcommercial.com.au – as well as the leading website dedicated to share property, Flatmates.com.au and property research website, property.com.au. REA Group owns Mortgage Choice Pty Ltd, an Australian mortgage broking franchise group, PropTrack Pty Ltd, a leading provider of property data services, Campaign Agent Pty Ltd, Australia's leading provider in vendor paid advertising finance solutions for the Australian real estate market and Realtair Pty Ltd, a digital platform providing end-to-end technology solutions for the real estate transaction process. In Australia, REA Group holds strategic investments in Simpology Pty Ltd, a leading provider of mortgage application and e-lodgement solutions for the broking and lending industries, Arealytics, a provider of commercial real estate information and technology in Australia and Athena Home Loans, a leading digital non-bank lender and one of Australia's fastest growing fintechs. Internationally, REA Group holds a controlling interest in REA India Pte. Ltd. operator of the established brand Housing.com and Planitar Inc., the maker of iGUIDE, a leading 3D tour and interactive floor plan technology headquartered in Canada. REA Group also holds a 20% shareholding in Move, Inc., operator of realtor.com in the US and a minority interest Easiloan, a technology platform for end-to-end digital processing of home loans in India.
REA Group
REA Group Ltd · ABN 54 068 349 066 · 511 Church Street, Richmond VIC 3121, Australia · +61 1300 853 440
rea-group.com
REA Group
Securities Dealing Policy
1. What is this policy and to whom does it apply?
In Australia, as well as in many other countries, ‘insider trading’ laws exist to ensure people do not profit on the stock market from information which is not publicly available. REA Group Ltd (REA) shares are publicly traded on the Australian Securities Exchange (ASX), and therefore these insider trading laws apply to everybody that may deal in REA shares.
The purpose of this policy is to help REA directors, employees and contractors comply with their legal obligations, promote REA’s commitment to good governance and to protect REA and its reputation.
Who does this policy apply to?
This policy applies to the following people and entities (referred to as you in this policy):
(a) directors, employees and contractors of REA or any of its subsidiaries in any part of the world – this includes all permanent employees as well as all contractors, consultants, secondees and casual employees; and
(b) all ‘Connected Parties’ of a person mentioned in paragraph (a) above. This includes any person who you may be expected to influence, or be influenced by, in relation to any decision to deal in REA Securities, and may include:
(i) your spouse/partner and children;
(ii) any family company or family trust that you or your close family members may control or have an interest in; or
(iii) any company, trust or partnership which you control or in which you are a director, trustee or partner.
What else should I be aware of?
Some key terms used in this policy mean:
(a) Deal or dealing has a wide meaning and includes: buying, selling or applying for securities; creating a hedge, security interest or other financial interest over securities; transferring legal ownership of securities (even where beneficial ownership does not change); or agreeing to do any of those things, either on your own behalf (which includes directing another person like a broker to execute a dealing) or on behalf of someone else.
(b) REA Securities includes:
(i) all REA ordinary shares (which are quoted on the ASX); and
(ii) any other share or security of REA or any of its subsidiaries, including all options, performance rights, notes or debentures and financial products issued or created over or in respect of securities issued by REA or its subsidiaries (such as warrants or swaps).
REA Group
2. Who do I contact if I have any questions?
If you have any questions, are unsure if this policy applies to you, or are unsure if any dealing you are thinking of undertaking is allowed under this policy, contact the Company Secretary immediately (and definitely before dealing in any REA Securities).
3. What does insider trading prohibit?
3.1 The insider trading prohibition
If you have Inside Information (defined below), you must not:
(a) deal in REA Securities;
(b) procure, advise, induce, incite or encourage any other person to deal in REA Securities; or
(c) communicate or pass on that Inside Information to any person if you know, or ought to reasonably know, that the recipient will (or is likely to) deal in REA Securities or procure or encourage another person to deal in REA Securities.
You should know that you may be liable for any insider trading if your Connected Party deals in REA Securities while you are aware of any Inside Information.
> Take note: Trading on Inside Information is illegal. If you trade on Inside Information, you will not only breach this policy, but you may also commit a criminal offence under the Corporations Act 2001 (Cth).
3.2 Do I have any Inside Information?
Inside Information refers to information which:
(a) is not generally available to the public; and
(b) if it were generally available, a reasonable person would expect that information to have a material effect (upwards or downwards) on the price or value of securities.
If you are not sure if any information might be considered to be Inside Information, contact the Company Secretary.
It does not matter how you come to know Inside Information. You may become aware of Inside Information while working at REA, from family members, friends or colleagues or by overhearing the information in passing.
3.3 Examples of Inside Information
Examples of Inside Information may include (but are not limited to):
(a) REA’s financial performance;
(b) a change in REA’s strategic direction, a material change in product strategy, or the launch of a new material product;
REA Group Ltd
ABN 54 068 349 066
www.rea-group.com
REA Group
(c) a major acquisition by REA, or the sale by REA of assets or a business;
(d) a new material contract, or terminating an existing material contract;
(e) changes of the CEO, CFO or other senior executives;
(f) an issue of shares or other change of capital structure;
(g) a change in dividend policy; or
(h) a material litigation or legal claim involving REA.
Information may still be Inside Information if it is an incomplete or indefinite proposal. For example, discussions, negotiations, proposals or rumours to do with any of the above, or uncertain information, can still be Inside Information.
3.4 What if the information relates to a company other than REA?
This policy is designed specifically with REA in mind, but the insider trading laws are much broader. If you have Inside Information about any other company, the insider trading prohibition means you cannot deal in the securities of that company as well.
By working at REA, you may become aware of information which could have a material effect on the price of another company's securities. For example:
(a) a supplier or customer which REA is dealing with, proposing to start dealing with, or proposing to cease dealing with; or
(b) another company which may be affected by an action REA may undertake (e.g. an acquisition by REA or a change in REA's strategic direction).
4. Blackout Periods
4.1 What are our Blackout Periods?
Even though the insider trading prohibitions apply at all times, there are certain periods of the year when Restricted Persons (who are specified in section 6 below) and their Connected Parties are not allowed to deal in any REA Securities at all (even if the Restricted Person thinks they don't have any Inside Information). These periods are known as our Blackout Periods, and they generally occur when REA's financial information is being finalised but has not yet been made available to the public. We do this because of the sensitive nature of the information which the Restricted Person might have access to during this period.
Restricted Persons must not deal in any REA Securities during a Blackout Period.
Restricted Persons must also ensure that none of their Connected Parties deal in any REA Securities during a Blackout Period.
The Blackout Periods are:
(a) from the close of trading on 31 March until 10:00am on the trading day after REA announces its "Q3" quarterly results to the ASX (usually early May);
REA Group Ltd
ABN 54 068 349 066
www.rea-group.com
REA Group
(b) from the close of trading on 30 June until 10:00am on the trading day after REA announces its full year or annual results to the ASX (usually early August);
(c) from the close of trading on 30 September until 10:00am on the trading day after REA announces its "Q1" quarterly results to the ASX;
(d) from the close of trading on 31 December until 10:00am on the trading day after REA announces its half year results (usually early February); and
(e) any other period the REA Board (or the Chairman of the Board) determines.
A 'trading day' is a day where the ASX is open for trading. If the last day of a quarter is not a trading day, then the Blackout Period will start at the end of the last trading day for that quarter. For example, if 30 June is a Saturday, then the Blackout Period will start at the close of trading on the Friday.
Take note: Blackout Periods are in addition to the general prohibition on insider trading, and do not replace it. Restricted Persons and their Connected Parties cannot deal in securities if they have Inside Information, even outside of a Blackout Period.
4.2 Dealing during Blackout Periods in exceptional circumstances
If a Restricted Person or their Connected Party needs to deal in REA Securities during a Blackout Period due to exceptional circumstances, then they may only do so if they are not in possession of any Inside Information and have first received written clearance to do that dealing (see section 8 below).
Clearance will only be granted if exceptional circumstances apply. Exceptional circumstances are rare, but may include severe financial hardship or where the dealing is required to comply with a court order.
4.3 What if I leave REA during a Blackout Period?
If a Restricted Person leaves REA during a Blackout Period and wanted to deal in REA Securities before the end of that Blackout Period, the Restricted Person would need to carefully consider whether they are at risk of trading on Inside Information which was gained whilst the Restricted Person was employed at REA. In these circumstances we recommend independent legal advice is sought.
5. Other types of speculative dealing which this policy prohibits for Restricted Persons
5.1 No short-term dealing
Short-term trading occurs when you buy and sell securities within a 3-month period. Short-selling is a type of trading a person undertakes where they think a company's share price will go down. Both are forms of speculative dealing.
REA Group Ltd
ABN 54 068 349 066
www.rea-group.com
REA Group
Where short-term dealing by someone connected with REA occurs, it could be perceived that that person's long-term interests are not aligned with REA's. It could also create a perception of possible insider trading. For these reasons Restricted Persons and their Connected Parties must not:
(a) deal in REA Securities on a short-term basis, except with prior written clearance; or
(b) short-sell any REA Securities.
Exception to the no short-term dealing rule for employee share and incentive plans
If a Restricted Person acquires REA Securities under an employee share or equity incentive plan (by becoming entitled to those securities or exercising a performance right), they may sell those securities within 3 months so long as they do not have Inside Information and it is not a Blackout Period. However, they must still obtain written clearance in accordance with section 8 before undertaking such sales.
5.2 No hedging or other derivatives
Hedges and derivatives are used to limit the economic risk associated with securities and include OTC products, contracts for difference, options, forward contracts, futures, warrants, swaps, caps and collars.
The following restrictions apply in relation to hedging transactions or arrangements:
(a) Directors, members of the Executive Leadership Team and their Connected Parties must not hedge their exposure to REA Securities;
(b) all other Restricted Persons and their Connected Parties are prohibited from hedging arrangements over:
(i) vested REA Securities, unless they have received prior written clearance;
(ii) REA Securities acquired under an employee share or equity incentive plan operated by the Company, prior to vesting; and
(iii) REA Securities that are subject to a holding lock or restriction on dealing under the terms of an employee share or equity incentive plan operated by the Company.
> Take note: If you are a member of the 'key management personnel' of REA, entering into a hedge or derivative over any 'unvested' or 'vested but subject to a holding lock' REA Securities is also an offence under the Corporations Act 2001 (Cth). REA's annual report will contain a list of those employees and directors who are considered 'key management personnel'.
5.3 No granting of security or entering into any margin loans
Directors and members of the Executive Leadership Team and their Connected Parties must not enter into a margin loan using REA Securities as security, or enter into secured financing arrangements in respect of REA Securities. This prohibition
REA Group Ltd
ABN 54 068 349 066
www.rea-group.com
REA Group
does not apply to arrangements which were duly approved under earlier versions of this policy.
All other Restricted Persons and their Connected Parties must not, unless they have prior written clearance:
(a) grant any security or any other rights over REA Securities, including over any 'unvested' REA Securities; or
(b) enter into any margin loan, margin lending or other secured lending arrangement in respect of REA Securities – this includes not: (i) entering into any new arrangement; (ii) transferring any REA Securities into an existing margin loan account; or (iii) selling REA Securities to satisfy any margin loan call.
6. Restricted Persons - additional approval requirements
Additional dealing restrictions (set out in section 8 below) apply to:
(a) Directors, including the CEO;
(b) Members of the Executive Leadership Team;
(c) Direct reports of the Executive Leadership Team, including Executive Assistants;
(d) Members of the following teams:
(i) Legal
(ii) Company Secretary
(iii) Strategy
(iv) Corporate Development
(v) All employees having access to the monthly consolidated financial information
(vi) Communications
(e) any other employee of REA who from time to time, for a specified duration, may be nominated by any one of the CEO, Company Secretary or CFO.
collectively defined as "Restricted Persons" in this policy.
If you are a Restricted Person, you must seek prior written clearance (see section 8 below) before you deal in any REA Securities. This clearance process applies at all times, even outside Blackout Periods.
7. Exceptions to Blackout Periods and clearance requirements
If a Restricted Person wishes to deal in REA Securities and is not in possession of any Inside Information, then, the Restricted Person or their Connected Party may deal in REA Securities at any time (including during a Blackout Period) and without any clearance under section 8, if the dealing is:
REA Group Ltd
ABN 54 068 349 066
www.rea-group.com
REA Group
(a) accepting or acquiring REA Securities under an employee share or equity incentive plan operated by REA. However, where REA Securities granted under such a plan cease to be held under the terms of that plan, any dealings in those securities must occur only in accordance with this Policy. Also, performance rights must not be exercised during a Blackout Period;
(b) a purchase of REA Securities through an offer or invitation available to all REA shareholders, such as a share purchase plan, a dividend reinvestment plan or a rights issue;
(c) a disposal of REA Securities through the acceptance of a takeover offer, scheme of arrangement or equal access buy-back;
(d) a transfer where there is no effective change to the beneficial interest in the REA Securities (for example, transfers of REA Securities the person already owns into a superannuation fund or trust where that person is a beneficiary);
(e) as result of trading which occurs under a pre-determined investment or trading plan which meets all of the following conditions: (i) the Restricted Person or their Connected Party did not enter into the plan or amend the plan during a Blackout Period; (ii) the Restricted Person and their Connected Parties have no influence or discretion over how, when or whether trading occurs under the plan; and (iii) the plan cannot be cancelled during a Blackout Period, other than in exceptional circumstances;
(f) a disposal of REA Securities that occurs when a secured lender exercises their rights over those securities); and
(g) indirect and incidental trading where a Restricted Person or their Connected Party deals in units or shares of a managed investment scheme, listed investment company, exchange-traded fund or similar investment vehicle that is managed by a third party and that happens to hold REA Securities as part of its portfolio.
8. Clearance process
8.1 How does a Restricted Person seek clearance?
If a Restricted Person needs clearance under this policy to deal in any REA Securities, please complete the "Securities Dealing Request Form" attached in Schedule 1 (and also available on the REA Group intranet), or provide the information set out in that form. The Company Secretary is responsible for managing the approval process in accordance with section 8.3.
Any request for clearance will be answered as soon as is practicable. Where clearance is granted, it will last for five business days - if you do not complete the dealing within this period you will need to apply for a new clearance.
For Directors: If clearance is given, you must advise the Company Secretary within two business days of executing the dealing, to assist REA to comply with its disclosure obligations under the ASX Listing Rules.
REA Group Ltd
ABN 54 068 349 066
www.rea-group.com
REA Group
8.2 Conditions of any approval or refusal
Any clearance to deal:
(a) can be given or refused in the approver's discretion without giving any reasons;
(b) can be withdrawn at any time before you deal if new information becomes available or there is a change in circumstances; and
(c) is final and binding on you (regardless of whether it was sought on the Restricted Person's own behalf or on behalf of a Connected Party).
If clearance to deal is refused, you must keep that information confidential and not disclose it to anyone.
8.3 Who approves any request for clearance?
Any request for clearance will be considered by:
(a) if you are the Chair of the Board - the Chair of the Audit, Risk and Compliance Committee (ARCC) and either the CEO or the Company Secretary;
(b) if you are any other director or the CEO - the Chair of the Board and either the CEO (except in the case of a request for clearance by the CEO) or the Company Secretary;
(c) if you report directly to the CEO - the CEO;
(d) for all other Restricted Persons – the Company Secretary, except where you are seeking clearance to deal during a Blackout Period, in which case the request will be considered by the CEO.
> Take note: Any clearance given by REA is only given based on the information you provide and does not relieve you of your individual responsibility to comply with the law, including the prohibition on insider trading.
>
> Any clearance given is not an endorsement of the dealing. You are responsible for your own investment decisions and compliance with the law.
>
> We will consider any clearance we give to have been automatically withdrawn, and of no effect, if you did not tell us of Inside Information you knew when seeking the clearance, or if you subsequently become aware of Inside Information before you deal in the securities.
9. Monitoring of dealing
REA may monitor dealings in REA Securities as part of the administration of this policy and may, where appropriate, seek to block dealings which we consider to be in breach of this policy.
REA Group Ltd
ABN 54 068 349 066
www.rea-group.com
REA Group
REA may also apply blocks or restrictions on any REA Securities held under an employee share scheme which are held or controlled by the scheme administrator to prevent dealing which would breach this policy.
10. Breaches of this policy
Any breach of this policy will be regarded as serious misconduct and may lead to corrective disciplinary action being taken, which may include termination of employment or engagement in serious cases.
Policy Effective: 6 May 2026
REA Group Ltd
ABN 54 068 349 066
www.rea-group.com
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REA Group
Schedule 1 – Securities Dealing Request Form
| Name | |
|---|---|
| Team | |
| Nature of agreement/dealing (sale/purchase/subscription) | |
| Proposed number of securities to be dealt in | |
| Proposed date of transaction | |
| Other relevant information (i.e. reason if request relates to dealing during a blackout window) |
I confirm that:
(a) I am not in possession of any non-public information which, if generally available, might materially affect the price or value of REA Group Securities; and
(b) The transaction in REA Group Securities described above does not contravene the Securities Dealing Policy of REA Group.
Signed: ...
Dated: ...
REA Group Ltd
ABN 54 068 349 066
www.rea-group.com
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