RENT.COM.AU LIMITED — AGM Information 2018

Sep 30, 2018

Rent.com.au Limited ACN 062 063 692

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Fraser Suites, 10 Adelaide Terrace, Perth on 31 October 2018 at 10.00 am (WST).

The business of this Meeting affects your shareholding and your vote is important.

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 6145 2609.

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RENT.COM.AU LIMITED

ACN 062 063 692

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Rent.com.au Limited ( Company ) will be held at Fraser Suites, 10 Adelaide Terrace, Perth on Wednesday 31 October 2018 at 10.00 am (WST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday 29 October 2018 at 4.00pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 7.

AGENDA

ANNUAL REPORT

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2018, which includes the Financial Report, the Directors' Report and the Auditor's Report.

1. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion Statement

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:

• a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• b) a Closely Related Party of such member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or

• b) the person is the Chairman voting an undirected proxy which expressly authorises the Chairman to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 – Re-election of Mr John Wood as a Director

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That Mr John Wood, who retires in accordance with Article 6.3(c) of the Constitution, being eligible and offering himself for re-election, be re-elected as a Director."

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3. Resolution 3 – Ratification of May Placement

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 29,975,714 Shares on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by a person who participated in the issue or any of their associates.

However, the Company will not disregard a vote if:

• a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• b) it is cast by the Chairman 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.

Dated 1 October 2018

BY ORDER OF THE BOARD

Mr Jan Ferreira Joint Company Secretary

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RENT.COM.AU LIMITED ACN 062 063 692

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Fraser Suites, 10 Adelaide Terrace, Perth on Wednesday 31 October 2018 at 10.00 am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• b) a proxy need not be a member of the Company; and

• c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Voting Prohibition by Proxy Holders

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on Resolution 1 if:

• a) the person is either:

• (i) a member of the Key Management Personnel of the Company; or

• (ii) a Closely Related Party of such a member, and

• b) the appointment does not specify the way the proxy is to vote on Resolution 1.

However, the prohibition does not apply if:

• a) the proxy is the Chairman; and

• b) the appointment expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

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3. Annual Report

The business of the Meeting will include the receipt and consideration of the Annual Report for the financial year ended 30 June 2018, comprising the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. Copies of the report can be found on the Company’s website http://investors.rent.com.au/ or by contacting the Company on (08) 6145 2609.

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

• (a) discuss the Annual Report for the financial year ended 30 June 2018;

• (b) ask questions about, or make comments on, the management of the Company;

• (c) ask questions about, or make comments on, the Remuneration Report;

• (d) ask the auditor questions about:

• (i) the conduct of the audit;

• (ii) the preparation and content of the Auditor's Report;

• (iii) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (iv) the independence of the auditor in relation to the conduct of the audit,

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• a) the content of the Auditor's Report; and

• b) the conduct of the audit of the Financial Report,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Adoption of Remuneration Report

4.1 General

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Remuneration Report is part of the Directors' Report contained in the Financial Report of the Company and sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company although the Directors take the decision at the Meeting and the outcome of the vote into account when considering the Company’s remuneration policy. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

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4.2 Voting Consequences

Under sections 250U and 250Y of the Corporations Act, Shareholders have the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, if at least 25% of the votes cast are voted against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second of those annual general meetings, a resolution on whether another general meeting should be held (within 90 days), at which all of the Company’s Directors (other than a managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

4.3 Previous Voting Results

At the Company’s 2017 Annual General Meeting held on 24 November 2017 the remuneration report was approved by more than 75% of Shareholders present and voting. Accordingly, the Two Strikes Rule is not relevant for this Annual General Meeting. However, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.

5. Resolution 2 – Re-election of Mr John Wood as a Director

5.1 General

Article 6.3(c) of the Constitution requires that one third of the Directors must retire at each annual general meeting (rounded down to the nearest whole number).

Article 6.3(f) provides that a Director who retires under Article 6.3(c) is eligible for re-election.

Pursuant to these Articles, Mr John Wood will retire by rotation and, being eligible, seek re-election.

5.2 Information about Mr Wood

Mr Wood has extensive experience in retail, property, sales and marketing, business management and tourism. He was most recently the Managing Director of National Lifestyle Villages ( NLV ) a company he founded in 1999. As CEO of NLV, Mr Wood grew the business to win the prestigious Telstra WA Business of the Year award in 2007. He was also awarded the Rothwell’s Young Entrepreneur Award and the West Australian Young Achievers Award.

Prior to this Mr Wood established and managed the growth of Fleetwood Corporation’s manufactured homes division. He grew this business to be a market leader throughout the 1990s and was appointed an executive member of the industry association for 15 years in varying capacities including President.

5.3 Board Recommendation

The Board believes that Mr Wood has performed the duties and responsibilities of a Director diligently and professionally, in the best interests of all Shareholders.

The Board unanimously supports the re-election of Mr Wood. Resolution 2 is an ordinary Resolution.

6. Resolution 3 – Ratification of May Placement

6.1 General

On 1 May 2018, the Company announced the completion of a capital raising of $2,308,130 through the issue of 29,975,714 Shares ( Placement Shares ) at an issue price of $0.077 per Share to sophisticated and professional investors ( May Placement ).

The Company issued the Placement Shares within its 15% annual placement capacity under ASX Listing Rule 7.1 without the need for prior Shareholder approval.

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ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, without the approval of shareholders, issue or agree to issue more equity securities during any 12 month period, than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of the 12 month period.

ASX Listing Rule 7.4 provides that where a company, in general meeting, ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) then the issue of those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for issue of the Placement Shares.

While the Company has no current intention to use the placement capacity available under ASX Listing Rule 7.1, the Company is seeking Shareholder approval in order to retain the flexibility to issue equity securities up to the 15% placement capacity should the need/opportunity arise in the future.

Resolution 3 is an ordinary resolution.

The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

6.2 Information required by ASX Listing Rule 7.5

Pursuant to an in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Placement Shares:

• a) 29,975,714 Shares were issued;

• b) The issue price was $0.077 per share;

• c) The Placement Shares are all fully paid ordinary shares in the capital of the Company ranking equally in all respects with all other fully paid ordinary shares on issue.

• d) The Placement Shares were issued to sophisticated and professional investors, none of whom are related parties of the Company.

• e) The proceeds from the May Placement have been/will be used to fund:

• (i) The acquisition of the RentPay rental payments system from MYOB;

• (ii) Development of new products – e.g. landlord portal, adjacent websites; and

• (iii) Marketing of new products e.g. the Company’s contents insurance product

• f) A voting exclusion statement is included in the Notice.

7. Definitions

In this Notice, Explanatory Memorandum and Proxy Form:

$ means Australian Dollars.

Annual Report means the Directors' Report, the Annual Financial Report, the Remuneration Report and the Auditor's Report in respect of the financial year ended 30 June 2018.

Article means an article of the Constitution.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

ASX Listing Rules means the listing rules of ASX.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Chairman means the person appointed to chair the Meeting.

Closely Related Party has the meaning in section 9 of the Corporations Act.

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Company means Rent.com.au Limited ACN 062 063 692.

Constitution means the current constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Securities has the same meaning as in the ASX Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Financial Report means the financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

May Placement has the meaning in Section 6.1.

Meeting has the meaning in the introductory paragraph of the Notice and Annual General Meeting has the same meaning.

Notice means this notice of meeting.

Option means an option which entitles the holder to subscribe for one Share.

Placement Shares has the meaning in Section 6.1.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in this Notice.

Section means a section contained in this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the ASX Listing Rules.

VWAP means volume weighted average price.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

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