RENT.COM.AU LIMITED — AGM Information 2021

Oct 26, 2021

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Rent.com.au Limited GPO Box 2543 Perth WA 6001 www.rent.com.au

26 October 2021

Dear Shareholder

ANNUAL GENERAL MEETING

The 2021 Annual General Meeting of Rent.com.au Limited (ASX: RNT ) will be held on Thursday, 25 November 2020 at 10am (WST).

To enable maximum shareholder participation, the meeting will be held virtually via a webinar conferencing facility. If you are a shareholder who wishes to attend and participate in the virtual meeting, please register in advance as per the instructions below.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

3. After logging in, a banner will be displayed at the top once the meeting is open for registration, click on “ View ” when this appears

4. Click on “ Register ” and follow the steps

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting

6. Once the Chair of the Meeting has declared the poll open for voting click on “ Refresh ” to be taken to the voting screen

7. Select your voting direction and click “ confirm ” to submit your vote. Note that you cannot amend your vote after it has been submitted

For guests who wish to attend on the day, please register at the direct meeting link below prior to the meeting commencing:

https://us02web.zoom.us/webinar/register/WN_VoY2pMlpTTykH5xUn8kj3g

After registering, you will receive a confirmation email containing information about joining the meeting.

The Company strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

Following recent modifications brought to the Corporations Act 2001 and the Corporations Regulations 2001 under the Corporations (Coronavirus Economic Response) Determination (no.1) 2020, no hard copy of the Notice of Annual General Meeting and Explanatory Statement will be circulated. The Notice of Meeting has been given to those entitled to receive by use of one or more technologies. The Notice of Meeting is also available on the Australian Securities Exchange announcement platform and on the Company’s website: https://investors.rent.com.au/

By order of the Board

Jan Ferreira Company Secretary

Rent.com.au Limited ACN 062 063 692

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held virtually via a webinar conferencing facility on 25 November 2021 at 10.00 am (WST).

Due to the ongoing COVID-19 pandemic, the meeting will be held virtually via a webinar conferencing facility. If you are a shareholder who wishes to attend and participate in the virtual meeting, please register in advance as per the instructions outlined in this Notice of Meeting.

Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

Following recent modifications brought to the Corporations Act 2001 and the Corporations Regulations 2001, no hard copy of the Notice of Annual General Meeting and Explanatory Statement will be circulated. The Notice of Meeting has been given to those entitled to receive by use of one or more technologies. The Notice of Meeting is also available on the Australian Securities Exchange announcement platform and on the Company’s website: https://investors.rent.com.au/

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 virtually via a webinar conferencing facility on Thursday 25 November 2021 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 Tuesday 23 November 2021 at 4.00pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 8.

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form which will be delivered to you by email or post (depending on your communication preferences).

Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also electronically cast their votes on the proposed resolutions at the AGM. Shareholders who intend to join the Meeting are asked to dial-in 30 minutes prior to the start of the meeting to allow the Company to take your details. For Shareholders, the virtual meeting can be attended through an online platform powered by Automic, using the following details:

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

3. After logging in, a banner will be displayed at the top once the meeting is open for registration, click on “ View ” when this appears

4. Click on “ Register ” and follow the steps

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting

6. Once the Chair of the Meeting has declared the poll open for voting click on “ Refresh ” to be taken to the voting screen

7. Select your voting direction and click “ confirm ” to submit your vote. Note that you cannot amend your vote after it has been submitted

For guests who wish to attend on the day, please register at the direct meeting link below prior to the meeting commencing:

https://us02web.zoom.us/webinar/register/WN_VoY2pMlpTTykH5xUn8kj3g

After registering, you will receive a confirmation email containing information about joining the meeting.

The Company strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

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AGENDA

ANNUAL REPORT

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2021, 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 a nonbinding resolution :

"That, for the purposes of section 250R of the Corporations Act and for all other purposes, 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 this Resolution; or

• b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 – Re-election of 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 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."

3. Resolution 3 – Ratification of Prior Placement Shares under Listing Rule 7.1 capacity

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 44,558,188 Prior Placement Shares to the Prior Placement Participants each at an issue price of $0.05 on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Prior Placement Participants or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4 – Ratification of Prior Placement Shares under Listing Rule 7.1A capacity

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 10,441,812 Prior Placement Shares to the Prior Placement Participants each at an issue price of $0.05 on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Prior Placement Participants or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5 – Approval of 10% Placement Facility

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

"That the Company have the additional capacity to issue Equity Securities provided for in Listing Rule 7.1A."

Dated 26 October 2021

BY ORDER OF THE BOARD

Jan Ferreira

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 virtually via a webinar conferencing facility on Thursday 25 November 2021 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 Chair; and

• b) the appointment expressly authorises the Chair 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.

3. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report for the financial year ended 30 June 2021 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:

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• (a) discuss the Annual Report;

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

• (c) ask questions about, or make comment 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 Chair 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 Directors' Report contains a Remuneration Report which 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 this Resolution is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass this Resolution will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, 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, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

At the Company’s last Annual General Meeting held on 30 November 2020 the Remuneration Report was approved by over 75% of Shareholders present and voting. In summary, 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 a Managing Director) may be up for re-election.

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

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

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

5.1 General

Article 6.3 of the Constitution requires that at the Company's annual general meeting in every year, onethird of the Directors (rounded to the nearest whole number), must retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

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The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who have been Directors for the same period of time, those to retire shall be determined by lot (unless they agree otherwise).

A Director who retires by rotation under Article 6.3(c) is eligible for re-election.

Mr Wood, having last been re-elected at the 2018 Annual General Meeting will retire by rotation and, being eligible, seek re-election.

Resolution 2 seeks Shareholder approval for the election of John Wood as a Director.

5.2 Information about Director

Mr John 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 (other than Mr Wood) recommends that Shareholders vote in favour of Resolution 2. Resolution 2 is ordinary Resolution.

The Chair intends to exercise all available proxies in favour of Resolution 2.

6. Resolutions 3 and 4 – Ratification of Prior Placement

6.1 General

On 2 February 2021 the Company announced a placement to sophisticated investors of 55,000,000 Shares ( Prior Placement Shares ) each at an issue price of $0.05, to raise $2,750,000 before costs ( Prior Placement ).

The Company completed the Prior Placement on 5 February 2021. The Prior Placement Shares were issued by the Company to the Prior Placement Participants using its annual limit permitted under Listing Rule 7.1 and Listing Rule 7.1A without the need for Shareholder approval.

The funds raised from the issue of the Prior Placement Shares have been, or will be, used to continue development of RentPay, the Company’s new tenancy period product and to meet the costs of the Prior Placement.

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting at which shareholders approve the 10% placement facility. The 10% placement facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made (pursuant to Listing Rule 7.1 or the additional 10% capacity under Listing Rule 7.1A). If they do, the issue is taken to have been approved under Listing Rule 7.1 or Listing Rule 7.1A and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 and Listing Rule 7.1A.

Accordingly, Resolution 3 seeks Shareholder ratification of the issue of 44,558,188 Prior Placement Shares (which were issued pursuant to the Company's 15% capacity under Listing Rule 7.1) under and for the purposes of Listing Rule 7.4. Resolution 4 seeks Shareholder ratification of the issue of 10,441,812 Prior Placement Shares (which were issued pursuant to the Company's additional 10% capacity under Listing Rule 7.1A) under and for the purposes of Listing Rule 7.4.

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If Resolutions 3 and 4 are passed, the issue of the Prior Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Prior Placement Shares.

If Resolutions 3 and 4 are not passed, the issue of the Prior Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1 and additional 10% placement capacity under Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Prior Placement Shares or during the balance of the 12 months from the date of the Company’s 2019 Annual General Meeting (as applicable).

Resolutions 3 and 4 are each an ordinary resolution.

• 6.2 Information required by Listing Rule 7.5

The following information is provided for the purposes of Listing Rule 7.5:

• (a) On 5 February 2021, a total of 55,000,000 Shares were issued pursuant to the Prior Placement as follows.

• (i) 44,558,188 Shares were issued using the Company's 15% placement capacity under Listing Rule 7.1. Ratification of the issue of these Shares is being sought pursuant to Resolution 3; and

• (ii) 10,441,812 Shares were issued using the Company's additional 10% placement capacity under Listing Rule 7.1A. Ratification of the issue of these Shares is being sought pursuant to Resolution 4.

• (b) The Prior Placement Shares were issued to the following sophisticated investors (as defined by s708 of the Corporations Act), each of whom are new shareholders introduced by the Company.

	Prior Placement
Prior Placement Participant
	Shares
MR BEVAN SLATTERY MR JORDAN GRIVES MR CRAIG SCROGGIE MR STUART GILES MR EVAN KILPATRICK MR SIMON MOORE	40,000,000 4,000,000 4,000,000 3,000,000 2,000,000 2,000,000
	55,000,000

As announced to the market on 2 February 2021, Capital B Asset Management Pty Ltd ATF Capital [b] Trust an entity associated with Mr Bevan Slattery became a substantial holder of the Company and received approximately 10% of the Company's issued capital as a result of the Prior Placement. None of the other Prior Placement Participants are a related party or substantial holder of the Company, a member of the Company's key management personnel, an adviser to the Company, or any associates of those persons who received more than 1% of the Company's issued capital and accordingly, except for Capital B Asset Management Pty Ltd ATF Capital [b] Trust, none of the other Prior Placement Participants are material investors there for the purposes of ASX guidance note 21 paragraph 7.2.

• (c) The Prior Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Prior Placement Shares were issued at $0.05 each.

• (e) The Prior Placement raised $2,750,000 (before costs). The funds raised have been or will be used as set out in the table below:

Use of Funds	Amount
Development and marketing of the Company’s new RentPay platform Costs of the Prior Placement (ASX charges, legal, share registry, etc.) Total	$2,710,755 $39,245
	$2,750,000

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

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7. Resolution 5 – Approval of 10% Placement Capacity 7.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% ( 10% Placement Facility ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes. Based on the closing price of the Company's Shares on ASX on 13 October 2021 (being $0.087 per Share), the Company's market capitalisation is approximately $35 million.

Resolution 5 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without shareholder approval.

If Resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section 7.2 c) below).

The Company intends to continue the development and roll-out of RentPay, the Company’s new tenancy period product. The Company may use the 10% Placement Facility for these purposes and for general working capital.

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Directors of the Company believe that Resolution 5 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

7.2 Description of ASX Listing Rule 7.1A

a) Shareholder approvals

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of this Notice, the Company has only one class of quoted Equity Securities on issue, being the Shares (ASX Code: RNT).

c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may, during the period of approval, issue or agree to issue, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of Shares on issue at the commencement of the relevant period:

• plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

• plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where the convertible securities were issued/agreed to be issued before the commencement of the relevant period; or the issues/agreement to issue

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the convertible securities was approved or taken under the Listing Rules to have been approved under Listing Rules 7.1 or 7.4;

• plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where the agreement was entered into before the commencement of the relevant period; or the agreement was approved or taken under the Listing Rules to have been approved under Listing Rules 7.1 or 7.4;

• plus the number of any other Shares issued in the relevant period with approval of holders of Shares under Listing Rule 7.1 or 7.4

• plus the number of partly paid shares that became fully paid in the relevant period;

• less the number of Shares cancelled in the relevant period.

Where the relevant period means the 12 month period preceding the date of the issue/agreement to issue the Equity Securities.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

7.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

a) Period for which 10% Placement Facility will be valid

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier to occur of:

• (i) the date that is 12 months after the date of the Meeting;

• (ii) the time and date of the Company's next annual general meeting; or

• (iii) the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

b) Minimum Price

The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in subparagraph (i) above, the date on which the Equity Securities are issued.

c) Purpose of funds raised

• d) The Company may only seek to issue the Equity Securities under the 10% Placement Facility for cash consideration. While the Company has no current intention to use the 10% Placement Facility, the Company is now seeking Shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. The Company may use the funds raised towards development and roll-out of RentPay, the Company’s new tenancy period product and for general working capital. Risk of Economic and Voting Dilution

If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders' voting power in the Company will be diluted as shown in the below table.

There is a risk that:

• (i) the market price for the Company's Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date,

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which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price

Variable ‘A’ in ASX Listing Rule 7.1A2		DILUTION	DILUTION
	Issue Price (per Share)	$0.0450 50% decrease in Issue Price	$0.0900 Issue Price	$0.1800 100% increase in Issue Price
Current Variable A: 398,192,688 Shares	Shares issued: 10% voting dilution	39,819,269	39,819,269	39,819,269
	Funds raised	$1,791,867	$3,583,734	$7,167,468
50% increase in current Variable A: 597,289,032 Shares	Shares issued: 10% voting dilution	59,728,903	59,728,903	59,728,903
	Funds raised	$2,687,801	$5,375,601	$10,751,203
100% increase in current Variable A: 796,385,376 Shares	Shares issued: 10% voting dilution	79,638,538	79,638,538	79,638,538
	Funds raised	$3,583,734	$7,167,468	$14,334,937

• The number of Shares on issue (Variable A in the formula) could increase because of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table has been prepared on the following assumptions:

1. The Company issues/agrees to issue the maximum number of Equity Securities available under the 10% Placement Facility.

2. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

3. No Options are exercised and no Performance Rights or Performance Shares converted into Shares before the date of the issue/agreement to issue the Equity Securities.

4. At the date of this Notice there are 398,192,688 Shares on issue. The table assumes that the Prior Placement Shares are ratified under Resolutions 3 and 4 and accordingly the Prior Placement Shares form part of variable 'A'.

5. The current market price is $0.09, being the closing price of the Shares on ASX on 14 October 2021.

Also note that in the table:

1. The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue/agreement. This is why the voting dilution is shown in each example as 10%.

2. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

3. The table shows only the effect of issues/agreements to issue Equity Securities under Listing Rule 7.1A and not under the 15% placement capacity under ASX Listing Rule 7.1.

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e) Allocation Policy

The Company’s allocation policy for issues of Equity Securities under the 10% Placement Facility is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the recipients of Equity Securities will be determined on a case-bycase basis having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

• (ii) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company; and

• (v) advice from corporate, financial and broking advisers (if applicable).

The recipients of Equity Securities issued under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

f) Previous issues under the 10% Placement Facility

In the 12 months preceding the date of the Meeting, the Company has issued a total of 10,441,812 shares under the 10% Placement Facility (which are the subject of Resolution 4) and which represents approximately 3% of the total number of Equity Securities on issue at the commencement of the 12 month period preceding the date of the Meeting.

Details of the Equity Securities issued under the 10% Placement Facility in the 12 months preceding the date of the Meeting are as follows.

Date of Appendix 3B, 2A or 3G	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and premium to Market Price1 on the Trading Day prior to agreement to issue	Total cash consideration, what it was spent on and the amount and intended use of any remaining funds
Appendix 3B dated 2 Feb 2021 and Appendix 2A dated 5 Feb 2021	10,441,812	Shares2	Issued pursuant to a placement to sophisticated investors each of whom were new Shareholders introduced by the Company.3	$0.05 issue price per Share being a 16% premium to the Market Price on 29 Jan 2021 of $0.043, being the Trading Day prior to the agreement to issue.	Total cash of $522,091 which has been used for development and marketing of the Company’s new RentPay platform.
1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the premium/discount is calculated on the Market Price on the last Trading Day on which a sale was recorded prior to the date of the agreement to issue the relevant Equity Securities. 2. Fully paid ordinary shares in the capital of the Company (terms are set out in the Constitution). 3. These Shares were issued as part of the Prior Placement of 55,000,000 Prior Placement Shares, details of which are set out in Sections 6.1 and 6.2. 40,000,000 of the Prior Placement Shares were issued to Capital B Asset Management Pty Ltd ATF Capital [b] Trust an entity associated with Mr Bevan Slattery which became a substantial holder of the Company as announced to the market on 2 February2021 and received approximately10% of the Company's issued capital.

7.4 Voting Exclusion

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities under the 10% Placement Facility. No existing Shareholder's votes will therefore be excluded from voting on Resolution 5.

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8. Definitions

In this Notice, Explanatory Memorandum and Proxy Form:

$ means Australian Dollars.

10% Placement Facility has the meaning in Section 7.1.

10% Placement Capacity Period has the meaning in Section 7.2.

Annual Report means the Directors' Report, the Financial Report, the Remuneration Report and the Auditor's Report in respect of the financial year ended 30 June 2021.

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.

Chair means the person appointed to chair the Meeting.

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

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.

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.

Prior Placement Shares has the meaning in Section 6.1.

Prior Placement has the meaning in Section 6.1.

Prior Placement Participants means various sophisticated investors outlined in Section 6.2, none of whom are a related party of the Company.

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.

Securities means a Share, Option or Performance Right.

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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