RENT.COM.AU LIMITED — Director's Dealing 2018

Jul 3, 2018

ASX Announcement

4 July 2018

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CHANGE IN DIRECTORS INTEREST

Rent.com.au Limited (ASX: RNT ) (“ RENT ” or “ the Company ”), Australia’s Number 1 website dedicated to rental property, advises a change to the director’s interest and substantial shareholding of Mr John Wood following a restructuring of his separate investment vehicle, the Rent Investment Unit Trust (“ RIUT ”). A change in director’s interest (Appendix 3Y) and a change in substantial holding (Form 604) are appended to this announcement.

Key Points:

• Mr Wood is a director of the RIUT trustee and majority shareholder of RIUT

• Mr Wood has not sold any RENT shares and remains a substantial shareholder of RENT

• Mr Wood has purchased an additional 867,807 RENT shares on market

• RIUT shares not held by Mr Wood are being distributed to other existing RENT shareholders

Overview

As has been previously disclosed to market, Mr Wood is a director of the trustee of RIUT and the majority shareholder. Accordingly, the full shareholding that RIUT holds in the Company have been disclosed as a relevant interest of Mr Wood’s. RIUT was established by Mr Wood as the vehicle through which he and associates invested in RENT during the years prior to RENT’s ASX-listing in 2015.

In addition to the restructure, Mr Wood has acquired an additional 867,807 RENT shares through on market purchases between 27 and 29 June 2018 at an average price of $0.085. This brings his total on market share purchases over the past 6 months to 1,753,089 shares.

The table below summarises the resulting shareholding movements:

	Previous 3Y	Trust	New share	Current 3Y
	(16 Mar 18)	Restructure	purchases	(4 Jul 18)
John Wood	933,764	-	-	933,764
Reefbay Holdings Pty Ltd	3,448,762	7,252,749	867,807	11,569,318
Reefbay Holdings Pty Ltd	240,003	-	-	240,003
Rent Investment Unit Trust (RIUT)	9,624,450	(9,624,450)	-	-
Relevant Interest of John Wood	14,246,979	(2,371,701)	867,807	12,743,085
Other long-term RENT shareholders	1,909,763	2,371,701	-	4,281,464
	16,156,742	-	867,807	17,024,549

ENDS

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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity:	Rent.com.au Limited
ABN	25 062 063 692

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	John Wood
Date of last notice	16 March 2018

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	A. Direct. B. Indirect. C. Indirect. D. Indirect.
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	A. Direct B. Reefbay Holdings Pty Ltd atf The John & Georgina Wood Family Trust - Director and beneficiary C. Reefbay Holdings Pty Ltd – Director D. Rent Investment Pty Ltd atf Rent Investment Unit Trust - Director and beneficiary
Date of change	27-29 June 2018

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	A. I. 933,764 Fully Paid Ordinary Shares II. 58,638 Tranche 2 Performance Rights III. 58,638 Tranche 3 Performance Rights IV. 500,000 Tranche 1 Employee Options ($0.25, 17 Jun 2020) B. I. 3,448,762 Fully Paid Ordinary Shares II. 96,591 Class B Performance Shares III. 96,591 Class C Performance Shares C. 240,003 Fully Paid Ordinary shares D. I. 9,624,450 Fully Paid Ordinary Shares II. 2,017,883 Class B Performance Shares I. 3,857,017 Class C Performance Shares
Class	A. n/a B. Fully Paid Ordinary Shares C. Fully Paid Ordinary Shares D. Fully Paid Ordinary Shares
Number acquired	A. Nil B. 867,807 C. 7,252,749 D. Nil
Number disposed	A. Nil B. Nil C. Nil D. 9,624,450
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	A. n/a B. $74,070.02 ($0.085 per share) C. Nil D. Nil

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

A. I. 933,764 Fully Paid Ordinary Shares II. 58,638 Tranche 2 Performance Rights III. 58,638 Tranche 3 Performance Rights IV. 500,000 Tranche 1 Employee Options ($0.25, 17 Jun 2020) B. I. 4,316,569 Fully Paid Ordinary Shares II. 96,591 Class B Performance Shares III. 96,591 Class C Performance Shares C. 7,492,752 Fully Paid Ordinary shares D. I. 2,017,883 Class B Performance Shares II. 3,857,017 Class C Performance Shares

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back

B. On market purchase of Fully Paid Ordinary Shares. C. Off market transfer D. Off market transfer

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

604 Page 1 of 2 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Rent.com.au Limited

ACN/ARSN 062 063 692

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

Mr John Wood

n/a

There was a change in the interests of the substantial holder on

substantial holder on 29 / 06 / 2018 The previous notice was given to the company on 23 / 11 / 2016 The previous notice was dated 23 / 11 / 2016

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

mpany or scheme, are as follows:
Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinary	12,803,059	6.43%	12,743,085	5.39%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
See Annexure

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
John Wood	John Wood	John Wood	Direct	933,764	0.39%
Reefbay Holdings Pty Ltd	Reefbay Holdings Pty Ltd	John Wood	Indirect	11,809,321	5.00%

604 Page 2 of 2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association n/a

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Mr John Wood	89 NORTH RD BASSENDEAN WA

Signature

print name John Wood capacity sign here date 03 / 07 / 2018

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Date of Change	Person whose relevant interest changed Nature of Change	Person whose relevant interest changed Nature of Change	Consideration Given Number of Securities	Consideration Given Number of Securities
13/12/2016	Reefbay Holdings Pty Ltd	On market acquisition	$41,400.00	455,058
3/01/2017	Reefbay Holdings Pty Ltd	On market acquisition	$4,399.99	44,942
13/01/2017	Reefbay Holdings Pty Ltd	Conversion of Performance Rights	$0.00	58,638
29/12/2017	Reefbay Holdings Pty Ltd	On market acquisition	$38,927.39	661,219
9/03/2018	Reefbay Holdings Pty Ltd	On market acquisition	$15,240.87	224,063
27/06/2018	Reefbay Holdings Pty Ltd	On market acquisition	$17,431.68	208,610
28/06/2018	Reefbay Holdings Pty Ltd	On market acquisition	$46,873.30	546,751
29/06/2018	Rent Investment Pty Ltd	RIUT Disaggregation	$0.00	-9,624,450
29/06/2018	Reefbay Holdings Pty Ltd	RIUT Disaggregation	$0.00	7,252,749
29/06/2018	Reefbay Holdings Pty Ltd	On market acquisition	$9,765.04	112,446